JEREMYS MICROBATCH ICE CREAMS INC, SB-2/A, 1999-12-16

JEREMYS MICROBATCH ICE CREAMS INC
SB-2/A, 1999-12-16
FOOD STORES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1999

REGISTRATION NO. 333-89625

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------

AMENDMENT NO. 1

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------

JEREMY'S MICROBATCH ICE CREAMS, INC.
(Name of Small Business Issuer in Its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 23-3017648 5451
(State or Other Jurisdiction of (I.R.S. Employer Identification No.) (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
</TABLE>

JEREMY'S MICROBATCH ICE CREAMS, INC.
3401 MARKET ST., SUITE 312
PHILADELPHIA, PA 19104
215/823-6885
TELECOPIER: 215/823-6884
(Address and Telephone Number of Principal Executive Offices)
---------------------------

JEREMY D. KRAUS
JEREMY'S MICROBATCH ICE CREAMS, INC.
3741 WALNUT STREET, SUITE 423
PHILADELPHIA, PA 19104
215/823-6885
TELECOPIER: 215/823-6884
(Name, Address and Telephone Number of Agent for Service)
---------------------------

COPIES OF ALL COMMUNICATIONS TO:

<TABLE>
<S> <C>
GARY A. MILLER, ESQUIRE BRIAN C. DAUGHNEY, ESQUIRE
ECKERT SEAMANS CHERIN & MELLOTT, LLC GOLDSTEIN & DIGIOIA, LLP
1515 MARKET STREET -- 9TH FLOOR 369 LEXINGTON AVENUE
PHILADELPHIA, PA 19102 NEW YORK, NY 10036
215/851-8472 212/599-3322
215/851-8383 (FAX) 212/557-0295 (FAX)
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after effective date.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: /x/

The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.

(1) Includes up to 180,000 shares to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(3) Shares issuable upon exercise of the Underwriter's Warrants.

Pursuant to Rule 416, there are also being registered such additional shares
as may become issuable pursuant to the anti-dilution provisions of the
Underwriter's Warrants.

The Exhibit Index appears on page II-2 of the sequentially numbered pages of
this Registration Statement. This Registration Statement, including exhibits
contains __ pages.

The Registrant hereby amends this Registration Statement on such dates or
dates as may be necessary to delay its effective date until Registrants shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.

We will amend and complete the information in this Prospectus. Although we
are permitted by US federal securities law to offer these securities using this
Prospectus, we may not sell them or accept your offer to buy them until the
documentation filed with the SEC relating to these securities has been declared
effective by the SEC. This Prospectus is not an offer to sell these securities
or our solicitation of your offer to buy these securities in any jurisdiction
where that would not be permitted or legal.
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<PAGE>
CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM
NO. SECTIONS IN PROSPECTUS
- ---- ----------------------
<S> <C> <C>
1. Front of the Registration Statement and
Outside Front Cover of Prospectus...... Cover Page
2. Inside Front and Outside Back Cover
Pages Of Prospectus.................... Inside Front Cover Pages; Outside Back
Cover
3. Summary Information and Risk Factors... Prospectus Summary, Risk Factors
4. Use of Proceeds........................ Prospectus Summary; Use of Proceeds
5. Determination of Offering Price........ Cover Page; Risk Factors; Underwriting
6. Dilution............................... Dilution
7. Selling Security Holders............... Not Applicable
8. Plan of Distribution................... Prospectus Summary; Underwriting
9. Legal Proceedings...................... Business -- Legal Matters
10. Directors, Executive Officers,
Promoters and Control Persons.......... Management
11. Security Ownership of Certain
Beneficial Owners and Management....... Principal Shareholders
12. Description of Securities.............. Description of Securities; Dividend
Policy
13. Interest of Named Experts and
Counsel................................ Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................ Statement as to Indemnification
15. Organization within Last Five Years.... Our Business; Certain Relationships and
Related Transactions
16. Management's Discussion and Analysis or
Plan of Operation...................... Management's Discussion and Analysis of
Financial Condition and Results of
Operations
17. Description of Business................ Prospectus Summary, Risk Factors; Our
Business
18. Description of Property................ Our Business
19. Certain Relationships and Related
Transactions........................... Certain Relationships and Related
Transactions
20. Market for Common Equity and Related
Stockholder Matters.................... Risk Factors; Underwriting
21. Executive Compensation................. Executive Compensation
22. Financial Statements................... Index to Financial Statements
23. Changes In and Disagreements With
Accountants On Accounting and Financial
Disclosure............................. Not Applicable
</TABLE>

<PAGE>

SUBJECT TO COMPLETION, DATED DECEMBER 16, 1999

INITIAL PUBLIC OFFERING PROSPECTUS

1,200,000 SHARES OF COMMON STOCK

We develop, market and distribute a super-premium ice cream under the brand
name Jeremy's Microbatch(Registered) Ice Creams.

We are offering 1,200,000 shares of our common stock through First Montauk
Securities Corp., our underwriter.

This is our initial public offering. We anticipate that the initial public
offering price will be between $5.00 and $7.00 per share.

No market currently exists for our shares. We have applied for listing of
our common stock on the Nasdaq SmallcapSM Market under the symbol JMIC and the
Boston Stock Exchange under the symbol JMI.

------------------------------

The chart below shows the basic terms of the offering:

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

FIRST MONTAUK SECURITIES CORP.

The date of this Prospectus is , 1999.

<PAGE>

PROSPECTUS SUMMARY

JEREMY'S MICROBATCH(REGISTERED) AND ITS PRODUCTS

Jeremy's Microbatch Ice Creams, Inc. develops, markets and sells
super-premium ice cream using high-quality ingredients. Applying a successful
concept first developed by the microbrew industry, we offer unique flavors of
ice cream primarily in small, limited edition pint-size batches. Our ice cream
products are mostly sold to supermarkets and grocery stores. We also sell
products in convenience stores and food service outlets.

Our business has been operated by Jeremy's Microbatch Ice Creams, LLC. At
closing of the offering, Jeremy's Microbatch Ice Creams, LLC will become a
wholly owned subsidiary of Jeremy's Microbatch Ice Creams, Inc. Jeremy's
Microbatch Ice Creams, Inc. was formed in October 1999 for the sole purpose of
becoming Jeremy's Microbatch Ice Creams, LLC's corporate parent. When we use the
term "we" or "Jeremy's" in this prospectus for periods or events before the date
of this prospectus, we are referring to Jeremy's Microbatch Ice Creams, LLC.
When we use those terms for periods or events on or after the date of this
prospectus, we are generally referring to Jeremy's Microbatch Ice Creams, Inc.
after it has acquired the business at closing of the offering.

Our mailing address is: 3741 Walnut Street, Suite 423, Philadelphia, PA
19104. Our telephone number is 215/823-6885.

THE OFFERING AND JEREMY'S MICROBATCH(REGISTERED)'S SECURITIES

<TABLE>
<S> <C>
Securities Offered................................... 1,200,000 shares of common stock.
Offering Price....................................... Estimated between $5.00 and $7.00 per
share
Shares of Common Stock Outstanding:
Prior to the Offering................................ 1,800,000 shares of common stock
After the Offering................................... 3,000,000 shares of common stock
Use of Proceeds...................................... We will use the proceeds of this offering
for advertising and promotions, retail
placement fees, repayment of debt, inventory
and working capital.
</TABLE>

o The underwriter has an option to sell an additional 180,000 shares to
cover over-allotments.

In addition to the 3,000,000 shares that will be outstanding after this
offering, we will have the following securities outstanding:

o Underwriter's warrants for 120,000 shares of common stock. These warrants
will have an exercise price equal to 125% of the public offering price.

o Options for an aggregate 20,000 shares held by two of our officers.

MARKET FOR JEREMY'S MICROBATCH(REGISTERED)'S SECURITIES

Before this offering, there was no market for any of our securities. We
cannot guarantee that a trading market will develop for our shares. We have
applied for listing on the Nasdaq SmallcapSM Market and the Boston Stock
Exchange. These listing applications have not yet been approved. Our
applications request that the following listing symbols be reserved for our
common stock:

Proposed Nasdaq Symbol............................... JMIC
Proposed Boston Exchange Symbol...................... JMI

1
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA

In the tables below:

o information for the period ended December 31, 1997, and information as of
and for the year ended December 31, 1998 is derived from audited
financial statements.

o All other information is derived from unaudited financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS DATA

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS NINE MONTHS
DECEMBER 31, YEAR ENDED ENDED ENDED
1998 DECEMBER 31, 1997 SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
------------ ----------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Net Sales........................ $ 415,671 $ 79,421 $ 1,197,698 $ 252,790
Cost of Sales.................... $ 299,868 $ 114,873 $ 876,136 $ 113,170
Gross Profit (Loss).............. $ 115,803 $ (35,452) $ 321,562 $ 139,620
Total Operating Expenses......... $1,066,747 $ 72,091 $ 2,376,009 $ 620,140
(Loss) from Operations........... $ (950,944) $(107,543) $(2,054,447) $(480,520)
Net (Loss)....................... $ (956,201) $(130,103) $(2,110,611) $(484,528)
Basic and Diluted (Loss) Per
Share.......................... $ (1.67) $ (0.44) $ (1.70) $ (0.97)
Basic and Diluted Weighted
Average Number of Common Shares
Outstanding.................... 572,620 298,620 1,239,025 497,406
</TABLE>

CONSOLIDATED BALANCE SHEET DATA

<TABLE>
<CAPTION>
SEPTEMBER 30,
SEPTEMBER 30, 1999
SEPTEMBER 30, 1999 (PRO FORMA
DECEMBER 31, 1998 1999 (PRO FORMA) AS ADJUSTED)
----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Cash................................. $179,730 $ 124,129 $ 209,129 $5,579,662
Current Assets....................... $377,504 $ 338,427 $ 423,427 $5,793,960
Total Assets......................... $421,894 $ 893,852 $ 978,852 $6,294,685
Current Liabilities.................. $306,476 $1,214,678 $1,199,678 $ 515,511
Long-Term Debt....................... $ 50,000 $ 24,367 $ 24,367 $ 24,367
Stockholders' Equity (Deficiency).... $ 65,418 $ (345,193) $ (245,193) $5,754,807
</TABLE>

The "Pro Forma" consolidated balance sheet data reflects the following
transactions which occurred in the fourth quarter of 1999:

o Our borrowing of $40,000 from our chief executive officer and $5,000 from
our chief financial officer. These loan proceeds were used to repay a
$50,000 note owed to an unrelated third party.

o Additional purchase of 32,320 shares of common stock for $100,000 made by
a shareholder.

o Our borrowing of $50,000 from a related party.

o Our payment of $60,000 of a note payable to our former marketing agency.

The Pro Forma As Adjusted balance sheet data reflects the receipt of the
anticipated net proceeds of approximately $6,000,000 from the sale of the
1,200,000 shares of common stock offered in this offering, net of repayments of
notes payable in the amount of $630,000.

NOTICE TO CALIFORNIA INVESTORS: Each purchaser of our shares in California
must be an "accredited investor" as that term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, or satisfy one of the following
suitability standards:

o minimum annual gross income of $65,000 and a net worth (exclusive of
home, home furnishings and automobiles) of $250,000; or

o minimum net worth (exclusive of home, home furnishings and automobiles)
of $500,000.

2
<PAGE>
RISK FACTORS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT. We
have a very limited operating history upon which you can evaluate our operations
and future prospects. The "Microbatch(Registered)" concept, which we believe
differentiates us from our competitors, is a new marketing concept. Our limited
history may not be sufficient to judge whether our "Microbatch(Registered)"
concept will sufficiently differentiate us from other premium ice creams to make
us successful.

BECAUSE OF OUR LACK OF FUNDS AND PAST LOSSES, OUR ACCOUNTANTS' AUDIT REPORT
INDICATES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. Without the proceeds of this offering, we will not have sufficient
funds for our operating needs after the end of 1999. We will depend on the
proceeds of this offering to fund our operations for approximately 18-24 months
after closing of the offering. In addition, we have not been profitable. We have
reported a net loss of approximately $2,100,000 for the nine months ended
September 30, 1999. As of September 30, 1999, our accumulated deficit was
approximately $3,255,000. We expect to incur losses for the remainder of 1999
and for at least a part of 2000. Because of our lack of funds and our history of
losses from operations, our independent certified public accountants have
included an explanatory paragraph in their report indicating that there is
substantial doubt about our ability to continue as a going concern.

INVESTORS WILL EXPERIENCE IMMEDIATE SIGNIFICANT DILUTION IN THE BOOK VALUE
OF THEIR SHARES. Immediately after this offering the book value of your shares
will be approximately $1.78. This represents dilution of $4.22, or over 70%,
from the purchase price you will pay in the offering.

THE STRENGTH OF OUR COMPETITORS MAKES IT DIFFICULT TO COMPETE SUCCESSFULLY
IN THE ICE CREAM MARKET. Our business is highly competitive. There are several
other companies marketing super premium ice cream that compete with us,
including Haagen-Dazs, Inc., ("Haagen-Dazs") owned by The Pillsbury Company, Ben
& Jerry's Homemade, Inc. ("Ben & Jerry's") and numerous regional ice cream
companies. Our products also compete with non-premium ice creams as well as
other frozen desserts, and with hand dipped ice cream sold by ice cream shops.
Many companies that are or will be our competitors have well established brand
names and have much more money and other resources than we do. Additionally,
Haagen-Dazs and Ben & Jerry's manufacture their own ice cream, giving them more
control and flexibility in production than we have.

WE WILL NOT BE SUCCESSFUL UNLESS WE INCREASE FAVORABLE CONSUMER PERCEPTION
OF OUR BRAND. We believe that broader recognition and favorable consumer
perception of the Jeremy's Microbatch(Registered) Ice Creams brand are essential
to our future success. Accordingly, we will pursue an aggressive
brand-recognition strategy, which will include mass market and multimedia
advertising, promotional programs and public relations activities. Successful
positioning of our brand will largely depend on:

o the success of our advertising and promotional efforts; and

o provision of high quality product.

To increase awareness of the Jeremy's Microbatch(Registered) Ice Creams
brand and expand it to new flavors, we will need to spend significant amounts on
advertising and promotions. These expenditures may not result in a sufficient
increase in revenues to cover such advertising and promotions expenses. In
addition, even if brand recognition increases, the number of new customers may
not justify our advertising and promotional expenditures.

BECAUSE OF OUR LIMITED PRODUCTS AND FLAVORS, THE FAILURE OF ANY ONE FLAVOR
COULD SIGNIFICANTLY IMPACT OUR REVENUES AND PROFITS. Our revenues come from a
limited number of products. Because our only product is ice cream, and we have
only six to eight flavors available at any time, the failure of our flavors to
become popular could significantly affect our revenues.

3
<PAGE>

OUR REVENUE GROWTH DEPENDS UPON OUR ABILITY TO DEVELOP NEW FLAVORS WHICH
ARE CONSISTENTLY ACCEPTED BY CONSUMERS. Our growth and success will depend, in
significant part, upon our ability to develop new and unique flavors. Each of
our product offerings must be responsive to customer tastes to successfully
achieve market acceptance. We will incur substantial expense and use significant
resources as we change our products from time to time. In addition, if we launch
new products that are not favorably received by consumers, our reputation and
the value of our brand name could be damaged.

OUR DEPENDENCE ON OTHERS TO DISTRIBUTE OUR PRODUCTS COULD HARM OUR ABILITY
TO SELL OUR PRODUCTS. We depend upon independent ice cream distributors located
in various geographic markets to properly distribute and maintain our products
in the freezer shelves of retailers. In most geographic markets, there are a
limited number of distributors with the ability to properly handle the
distribution of ice cream. Some of these distributors also distribute our
competitors' products. We do not have contractual commitments from most of our
distributors. Because there are a limited number of qualified distributors, our
failure to maintain good relationships with these distributors could harm our
ability to sell product in specific geographic regions.

DEPENDENCE ON OUTSIDE MANUFACTURERS MAKES IT MORE DIFFICULT FOR US TO
CONTROL QUALITY AND PRODUCTION TIMES. While we develop formulations of our ice
cream flavors, we do not manufacture or package our own product. Currently, we
depend on a single source for the manufacture of our ice cream. Use of an
outside manufacturer gives us less control over the quality and scheduling of
production than if we had our own production facility. This lack of control
could potentially lead to occasions of product below our quality standards or
production scheduling which does not meet our needs. Although we would have
recourse against our manufacturing partner if this happened, these events could
substantially damage our reputation.

DIFFICULTY IN OBTAINING GROCERY RETAILER ACCEPTANCE FOR NEW PRODUCTS MAY
LIMIT OUR REVENUE. In order for us to introduce our products into new markets,
and to continue to sell those products, retail grocers must agree to allocate
freezer shelf space to our products. Retailers are not inclined to allocate
shelf space to new products when existing products are performing. If we cannot
convince retailers to allocate shelf space to our products, and to increase the
shelf space allocated to us, our business will not grow. Some retailers require
significant slotting fees before they will allocate shelf space or to continue
to allocate shelf space to a product. We may not be able to fund all of these
slotting fees, in which case we could fail to obtain shelf space in certain
markets or lose shelf space already obtained.

LOSS OF CERTAIN PERSONNEL WOULD SIGNIFICANTLY IMPACT OUR BUSINESS. We
believe that our success depends on the continued employment of our management
team. If one or more members of our executive management team were unable or
unwilling to continue in their present positions, our business could be
materially adversely affected. We do not presently carry life insurance on any
member of our executive management team. Our agreements with the underwriter
require us to obtain insurance on the lives of our President, Jeremy Kraus, and
our Chief Operating Officer, Samuel Cohen.

OUR PROFITABILITY IS SUBJECT TO FLUCTUATIONS IN DAIRY PRICES. The primary
raw materials used in our operation are dairy products. Prices for dairy
products fluctuate, and we cannot be certain that prices for dairy products will
not increase. If the price of raw materials increases and remains high
indefinitely and we are not able to pass such prices on to our customers, our
profitability will be damaged. Some of our competitors, by virtue of greater
buying power, may not have the same risks as we do.

OUR REVENUE GROWTH WILL BE LIMITED IF THE CURRENT CONSUMER TRENDS OF
INCREASING CONSUMPTION OF FULL FAT DAIRY PRODUCTS DOES NOT CONTINUE. Our
super-premium ice cream is a "full fat" product. Consumer trends could return to
a preference for lower fat dairy items, in which case we would be forced to
compete for a piece of a much smaller market. If this happens our growth will be
limited.

4
<PAGE>

OUR BUSINESS MAY BE DISRUPTED IF OUR SUPPLIERS' OR CUSTOMERS' COMPUTER
SYSTEMS ARE NOT YEAR 2000 COMPLIANT. Failure of our suppliers' or customers'
computer systems to be Year 2000 compliant could result in our inability to
receive materials, services, orders or payments on a timely basis, and could
otherwise materially adversely affect our operations. We have received oral
assurances from our material suppliers that their systems are Year 2000
compliant, but do not have independent verification. We do not have any
information as to Year 2000 compliance of our customers' systems.

THE UNDERWRITER MAY HAVE SIGNIFICANT INFLUENCE OVER US AFTER THIS
OFFERING. After completion of this offering, First Montauk Securities Corp.
will have the right to nominate a member of our board of directors. In addition,
First Montauk will have warrants for 120,000 shares of our common stock, and the
right to demand that the shares issuable on exercise of those warrants be
registered for public sale. First Montauk will also have an agreement with us to
be our financial advisor for two years. Through these mechanisms, First Montauk
may have significant influence over our affairs.

OUR CERTIFICATE OF INCORPORATION CONTAINS PROVISIONS LIMITING THE LIABILITY
OF OUR DIRECTORS TO US AND OUR STOCKHOLDERS. Our Certificate of Incorporation
contains provisions, authorized by Delaware law, which eliminate our directors'
liability for breach of fiduciary duty except under limited circumstances. These
provisions may limit our ability to have any remedy against a director who
breaches his fiduciary duty.

SINCE WE DO NOT EXPECT TO PAY DIVIDENDS, YOU CANNOT EXPECT TO RECEIVE
INCOME FROM THIS INVESTMENT. We expect to reinvest our income in our growth.
Therefore, an investor cannot expect to receive income from an investment in us.

BECAUSE THIS OFFERING WAS APPROVED IN CALIFORNIA IN THE BASIS OF A LIMITED
OFFERING QUALIFICATION, THERE WILL BE LIMITATIONS ON THE TRADING OF OUR COMMON
STOCK IN CALIFORNIA. This offering was approved in California on the basis of a
limited offering qualification. Under this qualification, we can only sell
common stock to investors who meet certain suitability standards described at
the end of the prospectus summary. Because of this, we were not required to
demonstrate compliance with some or all of the merit regulations of the
California Division of Corporations found in Title 10, California Code of
Regulations, Rule 260.140 and Rules following that Rule. Secondary trading for
common stock will not qualify for the exemption from registration usually
available to companies who fully register a public offering in California,
California Corporations Code Section 25104 (h). Therefore, other exemptions must
be found for any investor who wishes to sell his stock in California. While
there may be other exemptions available, such as exemptions for private sales,
an investor's ability to sell his shares in California will be limited for a
period of time.

5
<PAGE>
FORWARD LOOKING STATEMENTS

Some of the statements under the "Prospectus Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and elsewhere in this prospectus constitute
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievement expressed or
implied by such forward-looking statements. Such factors include, among other
things, those listed under "Risk Factors" and elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "expects," "plan," "anticipates,"
"believes," "estimates," "predicts," "potential," or "continue" or the negative
of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements. Moreover, neither we nor any other
person assumes responsibility for the accuracy and completeness of such
statements. We are under no duty to update any of the forward-looking statements
after the date of this prospectus.

6
<PAGE>

USE OF PROCEEDS

The net proceeds we will receive from the sale of 1,200,000 shares in this
offering will be approximately $6 million. This is based upon an assumed initial
public offering price of $6 per share, after deducting estimated underwriting
fees and other expenses of the offering. We will receive additional net proceeds
of up to $939,000 if the underwriter exercises the option granted to them in
connection with this offering to purchase additional shares of our stock to
cover over-allotments.

Our Executive Management has Wide Discretion In the Application of Proceeds
from this Offering. Our management has discretion over the use and expenditure
of the proceeds of this offering. Approximately $1,520,000, or 25% of the
proceeds, is reserved for working capital. You may have less ability to judge
the likelihood of success of our business plan than if we had more specific uses
of the proceeds of this offering.

The following table summarizes our intended use of these proceeds:

<TABLE>
<CAPTION>
PERCENT OF
APPLICATION OF PROCEEDS AMOUNT PROCEEDS
----------------------- ---------- ----------
<S> <C> <C>
Advertising and Promotions.............................. $3,000,000 50.00%
Fees and Costs directly Related to Retail Placement, or
"Slotting," Fees...................................... 850,000 14.17
Repayment of Notes Payable.............................. 630,000 10.50
Repayment of Obligations to Former Manufacturer......... 200,000 3.33
New Inventory........................................... 175,000 2.92
Working Capital......................................... 1,145,000 19.08
---------- ------
Total................................................. $6,000,000 100.00%
========== ======
</TABLE>

Advertising and Promotions. We plan to engage in an aggressive marketing
campaign to establish the Jeremy's Microbatch(Registered) brand name and to
obtain more retail outlets. Marketing and promotions include marketing directly
to retailers through promotional programs and allowances, in store sampling and
other promotional programs. We will also engage in direct consumer marketing
including sponsorships of events and advertising activities such as print and
broadcast advertising and coupons.

Retail Placement, or "Slotting," Fees. These fees are required by certain
supermarkets, grocers and other retail customers for our product to obtain and
maintain shelf space in their freezers.

Repayment of Notes Payable. This amount includes the following:

o $300,000 owed to a bank

o $40,000 owed to our Chief Executive Officer

o $5,000 owed to our Chief Financial Officer

o $50,000 owed to Strive, Inc., one of our principal shareholders

o approximately $235,000 owed to our former marketing agency

The bank debt is a line of credit from Norwest Bank. The borrowings on the
line of credit were used for working capital, including salaries and inventory.
This loan bears interest at 12.25% per annum.

The loans by the President and Chief Financial Officer were made in
October, 1999, to allow us to repay a debt owed to an unrelated party who had
made a $50,000 loan to us in December, 1998. The interest rate on the loans to
our officers is 10% per annum. The interest on the loan from the unrelated party
had been 14% per annum. These notes by their terms are not due until October,
2000, but we plan to repay them upon closing of this offering to avoid the
interest charges.

7
<PAGE>

The loan by Strive, Inc, was made in November, 1999 to fund the payment of
accounts payable. That note bears interest at 14% and is due in October, 2000
but we plan to repay it upon closing of the offering.

The debt to our former marketing agency consists of a note we issued to
that agency on November 19, 1999. That note represents amounts due for past
services and expenses of the marketing agency.

Repayment of Obligations to Former Manufacturer. These costs include
approximately $200,000 owed to our former manufacturer. Approximately $110,000
of this amount is for finished product previously delivered and approximately
$90,000 is for ice cream ingredients and packaging materials on hand at the time
we terminated the manufacturer. When we pay these amounts, we will receive the
packaging and ingredients. We expect to utilize a majority of those materials
and ingredients.

Working Capital. This amount will be used for costs and expenses until we
are able to fund these costs and expenses through operations. These costs and
expenses will be incurred or already have been incurred for salaries and
benefits for employees and management, including three new marketing employees
we recently hired, rent and other customary overhead expenses. We expect that
operations will fully fund our working capital costs within twenty-four months
of this offering.

The amounts in the table above are estimates developed by our management
based upon our current plans and current economic and industry conditions. Our
proposed use of proceeds may change if industry or economic conditions change or
if our financial condition changes. Management will also have the discretion to
change the amount of funds used for each purpose.

Pending use of the proceeds, as described above, funds will be held in
temporary investments in bank certificates of deposits and/or interest-bearing
insured savings accounts, United States government notes, bills and bonds and
money market funds. Any income derived from the short-term investments will be
used for working capital.

8
<PAGE>
DILUTION

Our pro forma net tangible book value as of September 30, 1999 was
$(714,088) or $(0.40) per share. Our pro forma net tangible book value per share
is determined by subtracting the total amount of our liabilities from the total
amount our tangible assets and dividing the remainder by the weighted average
number of shares of our common stock outstanding.

The as adjusted pro forma net tangible book value per share after this
offering will be $1.78 based on an assumed initial public offering price of $6
per share. Therefore, purchasers of shares of common stock in this offering will
realize immediate dilution of $4.22 per share or over 70% of their investment.
The following table illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $6.00
Pro forma net tangible book value per share as of September
30, 1999.................................................. $(0.40)
Increase in net tangible book value per share attributable
to new investors.......................................... 2.18
------
Pro forma net tangible book value per share after this
offering.................................................. 1.78
-----
Dilution per share to investors in this offering............ $4.22
=====
</TABLE>

The following table presents the following data as of September 30, 1999,
and assumes an initial public offering price of $6.00 per share for our new
investors:

o the number of shares of our common stock acquired from us;

o the total cash consideration paid;

o the average price per share paid before deducting estimated underwriting
fees and our estimated offering expenses; and

o the average price per share paid by the existing holders of common stock.

<TABLE>
<CAPTION>
SHARES OF
COMMON CONSIDERATION
STOCK --------------------- AVERAGE PRICE
ACQUIRED AMOUNT PERCENT PER SHARE
--------- ----------- ------- -------------
<S> <C> <C> <C> <C>
Existing Shareholders...................... 1,800,000 $ 3,009,857 30% $1.67
New Investors.............................. 1,200,000 7,200,000 70 $6.00
--------- ----------- ---
Totals................................... 3,000,000 $10,209,857 100% $3.40
========= =========== ===
</TABLE>

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock and
do not anticipate paying cash dividends in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and expansion of
our business.

9
<PAGE>

CAPITALIZATION

The following table presents our capitalization as of September 30, 1999.

The "Pro Forma" column in the table presents the capitalization as if the
following transactions which occurred in the fourth quarter of 1999 had occurred
on September 30, 1999:

o borrowings of $40,000 from our chief executive officer and $5,000 from
our chief financial officer. These loan proceeds were used to repay a
$50,000 note owed to an unrelated individual. These loans bear interest
at 10% per annum.

o additional purchase of 32,320 shares of common stock for $100,000 made by
a shareholder.

o borrowing of $50,000 from a related party at an interest rate of 14%.

o payment of $60,000 of the note payable, vendor.

The "Pro Forma As Adjusted" column in the table presents the capitalization
taking into account the following as if they had occurred on September 30, 1999:

o the receipt of the proceeds from the issuance and sale of the 1,200,000
shares of common stock at an assumed initial offering price of $6.00
offered by us in this offering, net of estimated underwriters'
commissions and approximately $480,000 of offering expenses.

o the estimated use of proceeds from the sale of these shares as it relates
to the repayment of debt in the amount of $630,000.

The table does not take into account:

o the issuance of additional shares if the underwriter exercises its
over-allotment option; or

o any shares that may be issued on exercise of the warrants to purchase
shares that will be held by the underwriter.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
---------------------------------------
(PRO FORMA
ACTUAL (PRO FORMA) AS ADJUSTED)
---------- ----------- ------------
<S> <C> <C> <C>
Short-term debt:
Note payable, bank.............................. $ 300,000 $ 300,000 $ --
Notes payable, officers......................... -- 45,000 --
Note payable, related party..................... -- 50,000 --
Note payable, vendor............................ 294,467 235,467 --
Current portion of obligations under capital
leases....................................... 13,681 13,681 13,681
Current portion of long-term debt............... 50,000 -- --
---------- ---------- ----------
Total short-term debt........................... 658,148 643,148 13,681
---------- ---------- ----------
Long-term debt:
Obligations under capital leases................ 24,367 24,367 24,367
---------- ---------- ----------
Shareholders' equity:
Preferred stock, $.01 par value -- authorized
500,000 shares, issued and outstanding --
none......................................... -- -- --
Common stock $.01 par value -- authorized
5,000,000 shares, issued and outstanding --
1,767,680, 1,800,000 and 3,000,000 shares,
respectively................................. 17,677 18,000 30,000
Additional paid-in capital...................... 2,892,180 2,991,857 8,979,857
Accumulated (deficit)........................... (3,255,050) (3,255,050) (3,255,050)
---------- ---------- ----------
Total shareholders' equity (deficiency)......... (345,193) (245,193) 5,754,807
---------- ---------- ----------
Total capitalization............................ $ 337,322 $ 422,322 $5,792,855
========== ========== ==========
</TABLE>

10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis in conjunction with
the "Summary Consolidated Financial Data" and our consolidated financial
statements and related notes that are included in this prospectus.

OVERVIEW

In 1997, one of our principal shareholders, Strive, Inc., developed,
marketed and sold super-premium ice cream under the Jeremy's
Microbatch(Registered) Ice Creams brand. Jeremy D. Kraus, our Chief Executive
Officer and director, and Samuel V. Cohen, our Chief Operating Officer and
director, are shareholders, directors and officers of Strive. In January 1998,
Strive transferred the business to Jeremy's Microbatch Ice Creams, LLC. This
transfer of business has been treated as a reverse merger for financial
reporting purposes, and the operations of Strive related to our business have
been included for all periods presented. Simultaneously with the closing of this
offering, Jeremy's Microbatch Ice Creams, LLC, will become a subsidiary of
Jeremy's Microbatch Ice Creams, Inc. Since we began operating, we have derived
our revenues primarily from the sale of our branded ice cream products in pint
and other containers in supermarkets, grocery stores and similar retail outlets.
We expect our revenues will continue to be primarily from these sources. Our
long term plans include opening our own retail establishments serving primarily
our own product, but we do not expect to begin work on retail stores in the next
twelve months.

Throughout our short history, our revenues have increased steadily. Our
revenues in the first nine months of 1999 were more than double our revenues for
the entire year of 1998. However, we have not achieved net cash flow from
operations. If we effectively apply the proceeds of this offering to promotional
marketing activities and other applications, we believe that our revenues will
continue to rise. We also expect that our operating expenses will continue to
decline as a percentage of sales. However, we cannot guarantee that our sales
will continue to grow or that we will be able to reduce expenses as a percentage
of sales.

RESULTS OF OPERATIONS

The following table presents selected consolidated financial data for the
periods indicated expressed as a percentage of net sales:

<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
YEAR ENDED YEAR ENDED SEPTEMBER SEPTEMBER
DECEMBER 31, DECEMBER 31, 30, 30,
1998 1997 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales............................... 100.0% 100.00% 100.00% 100.00%
Cost of sales........................... 72.1 144.64 73.15 44.77
------ ------- ------- -------
Gross profit (loss)..................... 27.9 (44.64) 26.85 55.23
------ ------- ------- -------
Selling................................. 139.8 39.83 89.61 151.45
Distribution............................ 15.8 3.92 12.84 6.68
General and administrative.............. 99.7 41.82 77.18 87.09
Amortization of deferred charges........ -- -- 18.23 --
Depreciation............................ 1.4 5.21 0.52 0.09
------ ------- ------- -------
Total operating expenses................ 256.7 90.78 198.38 215.31
------ ------- ------- -------
Operating (loss)........................ (228.8) (135.42) (171.53) (190.08)
Other income............................ 0.5 3.27 0.42 0.76
Loss on sale of property and
equipment............................. -- (31.22) (1.57) --
Interest expense........................ (1.7) (0.45) (3.54) (2.34)
------ ------- ------- -------
Net (loss).............................. (230.0)% (163.82)% (176.22)% (191.66)%
====== ======= ======= =======
</TABLE>

11
<PAGE>

COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
AND 1998

Net Sales. Our net sales increased by $944,908 to $1,197,698, or over 350%
in the first nine months of 1999 compared to sales in the first nine months of
1998 which were $252,790. This expansion can be attributed both to an increase
in the number of retail outlets carrying our products and an increase in the
revenues per outlet. We believe that this increase is a direct result of our
marketing and promotional efforts and expenditures.

Gross Profit. Our gross profit in the first nine months of 1999 was
$321,562, as compared to $139,620 for the similar period in 1998. Our gross
profit as a percentage of sales was 26.9% in the first nine months of 1999 as
compared to 55.2% in the similar 1998 period. The decrease in gross profit was a
result of costs associated with significant changes in product and packaging in
September 1999. At that time we began discontinuing five flavors and introducing
seven new flavors. We also developed and implemented a new package design. In
the future, we do not expect to change as many flavors at the same time and do
not expect more gradual changes in flavors to significantly impact our margins.
Currently, all of our product is manufactured and packaged by a single outside
source. We do not plan to manufacture the product ourselves. We believe that the
use of a single source, or a small number of sources, for product, reduces our
cost due to the manufacturer's ability to plan production more efficiently.

Operating Expenses. Our total operating expenses increased from $620,140
in the first nine months of 1998 to $2,376,009 in the first nine months of 1999.
The major components of operating expenses, our selling, distribution, general
and administrative expenses and amortization of deferred charges all increased
during this period. We believe that the increases in dollar amounts were
consistent with our growth. As a percentage of sales, operating expenses
decreased from more than 245% of sales to 198% of sales. This is primarily
attributable to increased sales and the fixed elements of some of those
expenses. Most components of operating expense have decreased as a percentage of
sales. However, distribution expense did increase as a percentage of sales from
less than 7% of sales to approximately 13% of sales due to our geographic
expansion and servicing of new accounts in Colorado, Texas, Arizona and other
areas outside of the Northeastern United States. We expect distribution costs to
increase as we enter new geographic markets. We expect that when we are able to
build sales volume in any particular area, distribution costs will decrease as a
percentage of sales.

The deferred charges represent certain product placement costs, also known
as slotting fees, paid to our retail customers to obtain and maintain shelf
space in retail outlets, generally over a twelve month period. The payment of
these fees is common in most segments of the food industry. We expect that the
deferred charges will continue to rise for a period of time and then decrease as
our brand becomes more established.

General and administrative expenses include rent, salaries, and other costs
for general corporate functions such as finance, accounting, legal fees and
other professional service expenses. The increase in general and administrative
expenses is primarily attributable to increased salaries and related expenses
associated with hiring additional personnel and increased professional fees to
support the growth of our operations. We expect to incur additional general and
administrative expenses as we hire additional personnel and additional costs
related to the growth of our business and operation as a public company. We
expect these expenses to include facilities expansion, directors and officers
liability insurance, investor relations programs and professional service fees.
Accordingly, we anticipate the general and administrative expenses will continue
to increase in absolute dollars. We believe that general and administrative
expenses will follow the pattern for a growth company, increasing initially and
then decreasing as a percentage of revenue.

Selling expenses consist primarily of promotional activities, advertising,
salaries and commissions of sales and marketing personnel, brokers and
distributors. Selling expenses increased in absolute dollar amounts from the
first nine months of 1998 to the first nine months of 1999 primarily due to
increases in volume, which caused additional fees to brokers and distributors,
as well as an increase in advertising and other promotional activities. We
expect that selling expenses

12
<PAGE>

will continue to increase in absolute dollars for the foreseeable future as we
increase expenditures for sales, marketing, and brand promotion and we hire
additional sales and marketing personnel. In September, 1999, we made a decision
to terminate our existing advertising relationship and hire additional marketing
personnel in-house. We expect that sales and marketing expenses will follow the
pattern for a growth company, increasing initially and then decreasing as a
percentage of sales.

Other Income and Expenses. Our other income during 1999 consisted of a
one-time cash prize from our victory in the Mail Boxes, etc. "See Your Small
Business on the Superbowl" contest. Our loss on the sale of a fixed asset in
1999 resulted from our sale of a promotional vehicle. We do not expect that
either this type of income or expense will recur in the future. Our interest
expense increased from approximately $6,000 in 1998 to approximately $42,000 in
1999, due to additional borrowings to finance growth. We expect that we will
eliminate interest expense entirely for approximately the first 12 months after
this offering due to the availability of the proceeds of this offering. After
that time, we expect that we will obtain lines of credit consistent with our
level of sales. Interest expense also increased in 1999 due to the introduction
of a receivables factoring arrangement put into place during that period.

YEARS ENDED DECEMBER 31, 1998 AND 1997

The year ended December 31, 1998 was our first full operating period. In
the year ended December 31, 1998, we had net sales of approximately $416,000 and
our costs of sales were $299,868, approximately 72.1% of net sales. We had a
loss from operations of approximately $951,000 and a net loss of approximately
$956,000.

Our 1997 financial statements reflect the operation of our business for a
period of about 90 days at the end of that year. Because of the limited period
of operations in 1997, we do not believe that the operating results of 1997 and
1998 are comparable. During this period, net sales were approximately $79,000,
the business had a gross loss of approximately $35,000 and operating expenses of
approximately $72,000. As a result, the business suffered a loss from operations
of approximately $108,000 and a net loss of approximately $130,000.

SEASONALITY

While our sales have fluctuated due to our rapid growth, our sales are
generally not expected to be seasonal. The market segment in which we compete,
super premium ice creams, does not experience significant seasonality. We do not
expect that our sales will be affected by significant seasonal fluctuations in
the future.

INDUSTRY TRENDS

The ice cream industry, and the super premium segment in particular, has
recently experienced significant changes. The consumer demand for ice cream has
shifted back to full fat ice creams, like those we produce, from low fat and
non-fat ice creams and yogurt products which were popular in the 1980's and
early 1990's. We expect, based on our review of industry statistics, that the
demand for full fat product, and super premium ice creams in particular, will
continue to grow rapidly. However, we also believe that competition in our
segment will increase. Competitors in the segment have helped to drive growth
and a reallocation of retail space to super premium products. Therefore, we
believe that the market segment in which we compete will continue to grow.
However, should industry trends change, and consumers once against focus on
lower fat products, our growth could be severely affected.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, we have financed our operations primarily through capital
contributions of our shareholders. Since inception through September 1999, we
had received $2,700,000 in cash capital contributions from two of our
shareholders, which includes $650,000 received during the third quarter of 1999.
One of these shareholders also converted a $50,000 note payable to equity during
1998. We received an additional $100,000 from another shareholder in October,
1999. We also

13
<PAGE>

received working capital through an accounts receivable factoring arrangement
and a line of credit from Norwest Bank.

Net cash used in operating activities was $636,750 in the first nine months
of 1998, $1,291,074 in the year ended December 31, 1998, and $977,430 in the
first nine months of 1999. All of these negative cash flows were offset
primarily through additional investments by our existing shareholders.

Our line of credit with Norwest Bank accrues interest at the rate of 12.25%
per annum. As of the date of this offering, we owed approximately $300,000 under
the line of credit. We intend to repay our outstanding obligations to Norwest
Bank with the proceeds of this offering.

In May 1999 we entered into a factoring agreement under which we agreed to
sell substantially all of our receivables to a finance company. We pay the
finance company a fee of 1.5% of the amount of receivables purchased. The total
unpaid receivables outstanding at any time under the factoring agreement may not
exceed $500,000. Under this agreement, we must repurchase a receivable if the
customer does not pay within a certain time period. We stopped using this
facility in September, 1999, as the factor no longer makes advances because of
the delinquency of our receivables. Since then, we have been collecting newly
generated receivables ourselves. We do not intend to utilize a receivable
factoring arrangement after the closing of this offering.

We are increasing our inventory levels at the end of 1999 and at the
beginning of 2000 as insurance against possible production delays due to year
2000 problems. Potential Year 2000 problems are discussed below under "Impact of
the Year 2000 Issues on Our Information Systems".

We believe that our existing cash balance together with our existing line
of credit and projected cash flow from operations will not be sufficient to fund
projected order flow, overhead and debt repayment for the quarter ending March
31, 2000. Accordingly, we must obtain additional financing in order to maintain
its current level of operations. If financing is not obtained in the immediate
future, then we will have to reduce operations to a level consistent with
available working capital. We expect to raise additional working capital through
this proposed initial public offering. There can be no assurances that any such
additional equity financing will be available on a timely basis and/or under
acceptable terms. We have experienced recurring operating losses since
inception. Our independent certified public accountants have included an
explanatory paragraph in their report indicating there is a substantial doubt
about our ability to continue as a going concern.

As we do not manufacture, store or distribute products ourselves, we do not
anticipate any significant capital requirements in the next 18-24 months, other
than the payment of increased slotting fees as we enter new markets and pay new
retail customers. We believe that the cash supplied by this offering will be
sufficient to finance all of our needs for at least 18-24 months. While our
ability to increase our revenues and obtain net cash flow from operations is
unproven, we believe that at the end of the 18-24 month period following
closing, we will be able to finance operations from cash flow. After closing, we
may be able to enter into receivables financing or line of credit arrangements
with lower cost than those presently in place. However, if our revenues do not
increase as quickly as anticipated, or the expenses we incur are greater than
anticipated, we may need to raise additional funds to fund more aggressive brand
promotion or more rapid expansion. We cannot be sure that any required
additional financing will be available on terms favorable to us, or will be
available at all. If additional funds are raised through the issuance of equity
securities, stockholders may experience dilution of their ownership interest and
the new securities may have rights superior to the holders of our common stock.
If additional funds are raised by the issuance of debt, we may be subject to
certain limitations on our operations and our ability to pay dividends. If
adequate funds are not available, or not available on acceptable terms, we may
be unable to fund our expansion, successfully promote our brand name, develop or
enhance our services, respond to competitive pressures or take advantage of
business opportunities. Any of these events could have a material adverse effect
on our business, results of operation or financial condition.

14
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

In June, 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Financial
Instruments and for Hedging Activities," which will be effective for fiscal year
2001. This Statement establishes accounting and reporting standards requiring
that every derivative instrument, including certain derivative instruments
embedded in other contracts, be recorded in the balance sheet as either an asset
or liability measure at its fair value. The statement also requires that changes
in the derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. SFAS 133 is not anticipated to have a significant
impact on the Company's operating results or financial condition when adopted,
because the Company currently does not engage in derivative instruments.

IMPACT OF THE YEAR 2000 ISSUE ON OUR INFORMATION SYSTEMS

The Year 2000 issue arises as the result of computer programs having been
written, and systems having been designed, using two digits rather than four to
define the applicable year. Consequently, such software has the potential to
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

We do not expect to be directly affected by the Year 2000 issue as we do
not rely on date-sensitive software or affected hardware. Our current accounting
and other systems were purchased "off-the-shelf". We intend to timely update our
accounting and other systems that are determined to be affected by the Year 2000
issue by purchasing Year 2000 compliant software and hardware available from
retail vendors at a reasonable cost.

We have contacted our primary vendors and are in the process of contacting
our primary customers to determine whether such companies' systems are Year 2000
compliant. If our systems or other companies on whose services we depend,
including our vendors, are not Year 2000 compliant, this could have a material
adverse effect on our business, results of operation or financial condition.

The significant risk of our distributors and retail customers having Year
2000 problems is that their ordering and stocking systems would stop
functioning. This would disrupt our order flow and delay our receipt of
revenues. Our competitors would be equally affected. Due to our current size, we
believe that we would quickly recognize any delay in orders form our major
customers, and would assist them in manual ordering and stocking.

Because we only buy finished goods from our manufacturer, any Year 2000
problem experienced by our manufacturer that caused spoilage of ingredients,
such as electric power or transportation problems, would not be an expense for
us. The significant risk is that we will experience production delays because
our manufacturer's systems are non-compliant, because of power problems, or
because the manufacturer's suppliers are delayed. We are preparing for this
contingency by increasing our inventory of finished goods in the end of 1999.

INFLATION

The impact of general inflation on our business has been insignificant to
date. Inflation may affect our raw materials prices, but we do not expect that
it will affect our gross profit.

15
<PAGE>
OUR BUSINESS

BACKGROUND

We are a rapidly growing specialty developer, marketer and seller of
super-premium ice cream in unique, limited edition flavors. We entered the
premium ice cream industry with an innovative concept first introduced by the
microbrewing industry: combine super-premium ice cream with high-quality
ingredients to produce small, limited batches of delicious ice cream. We have
strengthened our brand name recognition by designing and implementing a vigorous
marketing campaign that emphasizes the youthful, entrepreneurial spirit of our
company and our current management team.

Our products are currently available in more than 3,200 stores in New
England, the Mid-Atlantic region, Colorado, Minnesota, Florida, Texas and
Arizona. We currently market flavors of our ice cream primarily in packaged
pints, for sale primarily in supermarkets, other grocery stores, convenience
stores and other retail food outlets.

We believe that we have maintained a reputation for producing
gourmet-quality ice cream, and for establishing and promoting a light-hearted,
youthful promotional campaign that fosters our image as an energetic and
creative company.

THE ICE CREAM MARKET

The packaged ice cream industry includes economy, regular, premium, premium
plus and super-premium products. Super-premium ice cream is generally
characterized by a greater richness and density than other kinds of ice cream.
This higher quality ice cream generally costs more than other kinds and is
usually marketed by emphasizing quality, flavor selection, texture and brand
image. Other types of ice cream are largely marketed on the basis of price. Ice
cream is also part of the larger market for frozen desserts, which includes
products such as yogurts and sorbets. In addition to packaged ice cream, ice
cream is also sold hand dipped by ice cream shops. Some of our competitors have
their own ice cream shops, but many ice cream shops are owned and run by
independent operators.

Super-premium ice cream has become an important part of the frozen dessert
industry. Based on information provided by the International Dairy Food
Association, we believe that sales of super-premium ice cream grew 12% from 1997
to 1998, while sales of all full fat ice creams grew only 3%.

JEREMY'S MICROBATCH(REGISTERED) ICE CREAMS

Our products are primarily sold in pint containers. The flavors we develop
generally have a high content of products mixed in with the ice cream, such as
nuts, chips, cookie pieces and swirls of other flavorings. The small container
size is part of our Microbatch(Registered) image.

Jeremy's ice cream has a high level of butter fat and low level of air
incorporation during the freezing process. The approximate fat content of our
ice cream is 16% excluding products mixed in. The approximate air incorporation
is 20%. These characteristics give our ice cream the rich taste and dense,
creamy texture that characterizes super-premium ice creams. The fat content of
our ice cream comes primarily from the butter fat in the cream, but also from
egg yolks. The ice cream mix consist of cream, sugar, non-fat milk solids, egg
yolks and natural stabilizers. Our products are made from the finest quality
ingredients. To date, we have not experienced any difficulty obtaining the dairy
products used to make our ice cream. Various flavorings and products mixed in
are readily available from many suppliers throughout the U.S.

Our business plan includes continual development of new products and
retiring older products unless they are super achievers. We believe this will
help stimulate sales by the interest in the new products and generally give us a
fresher image. Through the end of September, 1999 our flavors included:

o Cinnamon Bun;

o Chocolate Overload;

o Coffee Extravaganza;

16
<PAGE>

o Fuzzy Navel;

o Chocolate Down Under; and

o Classic S'mores.

Consistent with our overall business plan, during the fourth quarter of
1999, we began gradually phasing out all the existing flavors other than
Cinnamon Bun and introduce the following new products:

o Revenge of Chocolate Overload (chocolate with chocolate covered almonds);

o Wired (vanilla ice cream with caffeine);

o Purple Passion Pills (purple ice cream with blue candies);

o Eve's Sinful Cider (apple cider flavor with chunks of apple);

o Welcome to Tiramisu (tiramisu flavored ice cream with honey covered lady
fingers);

o Triple Expresso (coffee flavor with chocolate covered expresso beans);
and

o Vanilla Cream Stout (vanilla bean ice cream with nonalcoholic beer swirl
and chocolate covered pretzels).

In developing new flavors, we generally explore different types of desserts
to determine which are not currently represented by ice cream flavors but could
be converted to ice cream flavors. Once we develop a concept, we develop several
test flavors and refine them to two or three potential flavors. We then test the
two or three potential flavors with both consumers and food experts.

Costs of particular ingredients included in a flavor are not generally
considered by us in determining whether or not to produce a new flavor. The
prices of our products are based upon average product cost.

OUR CUSTOMERS AND CONSUMER ORIENTED MARKETING

Our target market consists of 15-35 year olds and affluent educated
households, especially dual income young professionals without children, and
college students. Our consumer oriented marketing has consisted primarily of:

o Sponsorship of concerts, exhibits, fairs and other public amusements;

o Entering into relationships in which we obtain promotional consideration
such as mention on radio programs and in newspaper stories;

o The Jeremy's Microbatch(Registered) Secret Service "Guerilla Marketing
Teams." These are teams, generally made up of college students, which go
to areas of high concentration of our target customers and distribute
coupons, samples and other premiums to promote the brand.

In early 1998, we won the Mailboxes, Etc. "See Your Small Business on the
Superbowl" contest which gave us a free 30 second television spot during
Superbowl XXXIII and enabled us to promote the product in other ways, such as
appearance on television talk shows.

Before this offering we did not spend significant funds on conventional
consumer advertising such as print, radio and television. We intend to use a
significant portion of the proceeds of this offering to begin that type of
direct consumer advertising. We now have in-house marketing staff to assist us
in these efforts.

OUR RETAIL CUSTOMERS

In order to successfully market our product, we must convince retailers to
allocate freezer shelf space to the product. Approximately 45 chains now carry
our ice cream in approximately 3,200 stores. Most of these customers are
regional grocery chains of significant size, such as Giant, Shop-Rite and Stop
'n Shop and independent grocery stores. We also sell through privately owed
gourmet grocery chains and convenience stores.

Approximately 80% of our sales are through regional grocery chains, and
less than 20% is through independent grocery stores.

17
<PAGE>

In the nine months ended September 30, 1999, three distributors, C&S
Wholesaler Grocers, Inc., Edy's Grand Ice Cream of New York and Specialty Frozen
Products, each accounted for between 10% and 21% of our sales. We expect the
three distributors to continue to account for significant sales in the near
future.

We market to the grocery chains by offering lower introductory prices and
promotional programs and allowances. We also conduct in-store sampling and
provide promotional funds to chains. We have historically paid and expect to
continue to pay slotting fees for shelf space. During the nine months ended
September 30, 1999, we paid approximately $633,000 of slotting fees. These fees
are common in most segments of the food industry and vary from chain to chain.
Chains are generally reluctant to give up shelf space to new products when they
already have products which are performing.

We market directly to retail chains but are assisted by regional brokers.

MANUFACTURING ARRANGEMENTS

Our products are produced and packed by contractors who are in the business
of producing and packing ice cream. We currently have a single source for the
production and packing of our product, through a co-packing agreement with Roney
Oatman, Inc., of Illinois. Although we currently use only this single source,
our contract with Roney Oatman is not exclusive and we could use other sources
if that became advantageous. Under our contract with Roney Oatman, we pay the
manufacturer its actual cost for raw material such as butter, milk and packaging
materials, plus a fixed processing fee for each flavor. Therefore, the cost of
each production run may change if the cost of raw materials changes. We may
elect to cancel this agreement on sixty days' notice at any time. However, we
are then required to purchase all of the manufacturer's inventory related to our
product and compensate the manufacturer for the amortized cost of its equipment
used in the production of our product. We estimate the original cost of this
equipment would not exceed $50,000. Our obligations to the manufacturer are
guaranteed by Bluestem Capital Partners, II, L.P., our majority shareholder.

DISTRIBUTION ARRANGEMENTS

Arrangements with experienced ice cream distributors are essential to the
success of our business. Generally, each geographic region has a limited number
of distributors with the ability to properly handle the distribution of ice
cream products. Establishing relationships with distributors and maintaining
those relationships is therefore crucial to our business. In order to obtain
favorable relationships with distributors, we expect that we will be required to
grant distributors exclusive rights within certain territories. Currently, we
have agreements with Delta Ice Cream covering Illinois and Melody Farms, LLC
covering Michigan. Both of these agreements grant the distributor rights to
distribute our products exclusively in the respective territories. These two
distributors currently account for a small portion of our overall sales. We do
not have agreements with the distributors that account for most of our sales.

Our distributors are responsible for stocking our product on the shelves of
our retail customers. Independent brokers who maintain relationships with the
individual stores or chains usually assist the distributors in insuring that our
product is properly displayed and in maintaining promotional displays.

COMPETITION

The super-premium ice cream business is highly competitive, with the
distinction between the super-premium category and the "adjoining" premium and
premium plus categories more marked than in the past. Our principal competitors
are The Haagen-Dazs Company, Inc., Ben & Jerry's, Godiva, Starbucks and Edy's.
Edy's is marketed by Dreyers, Inc., an independent publicly owned company.
Starbucks and Godiva are distributed by Dreyer's. We believe Haagen-Dazs
controls approximately twenty percent (20%) of the super-premium market. Other
significant frozen dessert competitors are Dannon, Columbo, Healthy Choice, and
numerous other regional ice cream companies. Haagen-Dazs, an industry leader in
the super-premium ice cream market, is owned by The Pillsbury Company, which in
turn is owned by Diageo (previously known as Grand Metropolitan PLC), a British
food and liquor conglomerate. Diageo is a large, diversified company with
resources significantly greater than ours, and Haagen-Dazs has a significant
share of the

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<PAGE>

markets that we have entered in recent years. Haagen-Dazs has also entered
foreign markets (including certain markets in Europe and the Pacific Rim). Ben &
Jerry's is an independent publicly-owned Company. Haagen-Dazs, Ben and Jerry's
and certain other competitors also market flavors using pieces of cookies and
candies as ingredients. In addition, unlike Jeremy's Microbatch(Registered),
Haagen-Dazs and Ben & Jerry's manufacture their own ice cream.

In addition to competition within the super-premium category, we also
compete for both retail shelf space and customer dollars with other types of ice
cream and other frozen desserts, such as frozen yogurt, low fat ice cream and
sorbet. Intense competition within the super-premium category, as well as the
proliferation of various types of frozen desserts, such as lower fat, lower
cholesterol products like frozen yogurt, low fat ice cream and sorbet, have
combined to make it more difficult to obtain shelf space and customer dollars.
The ability to introduce innovative new flavors and low fat offerings on a
periodic basis is also a significant competitive factor. We expect strong
competition to continue, including price/promotional competition and competition
for adequate distribution and limited shelf space within the frozen dessert
market generally and the super-premium category specifically.

Achieving wide distribution in the ice cream business is difficult due to
the substantial expense of a national marketing campaign and the limited
availability of space in the freezer compartments of retailers. Our ability to
increase our market share will be dependent upon several factors, including
consumer acceptance of our products, the quality and price of our products,
advertising, and the availability of sufficient capital to allow product
expansion.

PRICING

Pricing for our products varies by geographic region of the intended retail
sale. Generally, we seek to maintain prices similar to our major competitors at
the wholesale levels, and our suggested retail prices are generally similar to
those of our major competitors. Our wholesale prices are usually within 10% of
the prices charged by our major competitors. Retailers are free to set their own
prices, but we find they generally also charge a price for our product within
10% of the price they charge for our major competitors' products.

GOVERNMENT REGULATION

We are subject to regulation by various governmental agencies, including
the U.S. Food and Drug Administration and the U.S. Department of Agriculture. We
must also obtain licenses from certain states where Jeremy's
Microbatch(Registered) Ice Creams products are sold. We cannot predict the
impact of possible changes that we will be required to make in response to
legislation, rules or inquiries made from time to time by governmental agencies.
FDA regulations may, in certain instances, affect our ability, as well as others
in the frozen dessert industry, to develop and market new products.
Nevertheless, we do not believe that these legislative and administrative rules
and regulations will have a significant impact on our operations.

Our manufacturers must comply with federal and local environmental laws and
regulations relating to air quality, waste management and other related land use
matters. Our manufacturers must maintain waste water discharge permits and
pre-treat production affluent prior to discharge to the municipal treatment
facilities. We believe that our manufacturers are in compliance with all
required operational permits relating to environmental regulations.

The FDA and U.S. Department of Agriculture impose health and cleanliness
regulations on our manufacturer's facilities. Most of these regulations are
generally applicable to to all producers of food and beverages. The FDA also
regulates our finished product by requiring disclosure of ingredients and
nutritional information. The FDA can audit us or our manufacturer to determine
the accuracy of our disclosure.

Some state and local governments have various laws specifically applicable
to dairy products. For example, Colorado has specific taxes on dairy products.
New York regulates the size of containers in which our products may be sold.
State laws may also impose additional health and cleanliness regulations on our
manufacturers.

The use of outside sources to manufacture and distribute our product
results in our having less control over our product's compliance with
governmental regulations. For example, our manufacturer could incorrectly label
products. Liability for violation of rules relating to food

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<PAGE>

quality could be triggered because of the mistakes of our manufacturer or
distributors. For example, our distributors could mishandle product so that it
becomes adulterated. Our manufacturer's violation of FDA rules or local laws
could delay production of our products.

PROPRIETARY RIGHTS

We have registered the trademarks "Microbatch(Registered)" and "Jeremy's
Microbatch(Registered) Ice Creams". While we believe that we would obtain common
law protection on our flavor names through their use, we generally do not intend
to obtain federal registration of those trademarks given the expected limited
lifespan of each flavor. We rely on trade secret protection for the formulation
of our flavors. We generally require our employees and consultants to execute
confidentiality agreements. Other than the rights to the Jeremy's
Microbatch(Registered) Ice Cream name, we do not anticipate that proprietary
rights will be extremely important to our business.

We intend to rely primarily on trade secret and copyright protection and
non-disclosure agreements with our employees to establish and protect any ideas,
concepts and marketing or promotional materials used in our business. Trademark
protection of the Microbatch(Registered) name will also be important. These
methods of protecting our proprietary rights may not afford complete protection.
Agreements with employees may be breached and we may not have adequate remedies
for any breach. We may not have sufficient resources to prosecute any party
which infringes our trademark, or our other proprietary rights. Trade secrets do
not protect against independent development of any secret concepts or processes
we maintain. We cannot be sure that our trademark or any materials we develop in
the future will not infringe upon the rights of third parties. Any defense to
any infringement claim may require substantial resources which we may not have.
Therefore, any infringement on our proprietary rights, or any claim that we
infringe upon the rights of others, could have a material adverse effect on us.

We received a United States trademark registration for the
"Microbatch(Registered)" name in 1998. We are not aware of any claims of
infringement or other challenges on our right to use this trademark. However,
this trademark is not yet incontestable and we cannot be sure that a challenge
will not be brought at some time.

EMPLOYEES

As of December 1, 1999, we employed approximately 28 employees,
approximately 11 of whom were employed full-time. The remaining employees are
primarily part-time employees engaged in our "Secret Service" marketing teams.
Most of those employees are college students. We also employ additional
personnel during peak selling periods. We consider our relationship with our
employees to be good.

INSURANCE

Our business exposes us to potential liability which is inherent in the
marketing and distribution of food products. We currently maintain $1,000,000 of
product liability insurance. We also maintain $1,000,000 of general and personal
injury insurance per occurrence and $2,000,000 in the aggregate. Any product
liability judgment entered against us which is not covered by insurance could
have a material adverse affect on our business, financial condition and results
of operations.

PROPERTIES

Our corporate headquarters are located in the University City Science
Center at 3401 Market Street, Philadelphia where we lease approximately 2,400
square feet for an aggregate monthly rental of approximately $3,000. Our lease
is on a month-to-month basis and can be terminated by either party on thirty
(30) days' notice. We anticipate that this space or similar space we may obtain
will be sufficient for our current needs and planned expansion. We are currently
negotiating an agreement for new office space. We do not anticipate requiring
any space other than office space, as we do not store any raw material, product
or packing materials.

LEGAL MATTERS

In August of 1998, we received notice that Yablon Enterprises claimed a
finder's fee in connection with the investment of Bluestem Capital Partners, II,
L.P. in Jeremy's. Mr. Yablon, through his attorney, demanded payment of five
(5%) percent of the initial cash invested by

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<PAGE>

Bluestem, and an amount between four (4%) percent and six (6%) percent of
additional investments made by Bluestem, plus 6.5 percent of Jeremy's equity. We
believe that Mr. Yablon is entitled to no fee for the Bluestem financing as he
did not introduce us to Bluestem or provide any other services which would have
entitled him to a fee. Our attorney contacted Mr. Yablon's attorney in
September, 1998. We have not received any further demand or correspondence with
respect to that matter since September, 1998.

In November, 1999, we were sued for payment of finder's fees from American
Maple Leaf Corporation, an entity with which we previously had a non-exclusive
finder's fee agreement. The complaint seeks a finders fee of $250,000 and shares
equal to 5% of our outstanding common stock. The complaint alleges that American
Maple Leaf would be entitled to this fee if we had received any financing during
the period of our agreement with American Maple Leaf, November 6, 1998 through
March 5, 1999. The Complaint alleges that we did receive financing during that
time period, but does not identify the alleged financing. The Complaint also
alleges that we rejected a financing source provided by American Maple Leaf and
used the services provided by American Maple Leaf to secure other financing
without paying a fee. We did not receive any financing during that time period,
or after that time period other than from existing principal shareholders, and,
therefore, have concluded the complaint is without merit and will seek to have
it dismissed.

In June of 1999, we terminated the employment of Thomas Shelton, who, at
that time, was a member of the Board of Managers of Jeremy's Microbatch Ice
Creams, LLC. At that time, Mr. Shelton was also a member of the Board of
Directors and a shareholder of Strive, Inc., one of our principal shareholders.
We subsequently received a demand by Mr. Shelton to provide him with certain
documents, and give him access to our books and records, in his capacity as a
manager of Jeremy's Microbatch Ice Creams, LLC. Our attorney subsequently
provided certain documents to Mr. Shelton's attorney. We have subsequently
removed Mr. Shelton as a manager of Jeremy's Microbatch Ice Creams, LLC. We do
not believe we owe Mr. Shelton any further duty.

On October 1, 1999, we terminated our relationship with our former
marketing agency, the Weightman Group, Inc.

On November 19, 1999, we gave Weightman our promissory note in the amount
of $294,467, representing amounts owed to them for services and expenditures
prior to the date of this prospectus. We have paid $60,000 to Weightman under
this note, reducing the principal balance to $234,467. The note is payable in
full on the earlier of March 15, 2000 or three days after closing of this
offering. We will pay this note in full with the proceeds of this offering at
closing of this offering.

During the term of our relationship with Weightman, Weightman and its
subcontractors created certain artwork, packaging and other materials for us.
Weightman and its subcontractors may have the copyright in such materials and
may have the ability to prevent us from continuing to use such materials if we
default in our payments under the promissory note. Any claims that prevent us
from using these materials would have a material adverse effect on our business.
When we repay the debt, Weightman will have no claim to prevent us from using
these materials.

On December 9, 1999, we received notice from the Union of Orthodox Jewish
Congregations of America that we infringed their registered trademark symbol,
indicating their certification that our product was kosher, by using this symbol
after our recent change of manufacturers. Our former manufacturer's plant was
certified by this organization. We mistakenly believed that our new manufacturer
was also certified by this organization, but it is certified by a different
organization. To rectify this problem, on December 13, 1999, we informed the
Union of Orthodox Jewish Congregations that we would cover their symbol on all
of our product still in our manufacturer's warehouse and that no new product
will be packaged in containers bearing the symbol. The Union of Orthodox Jewish
Congregations indicated that if we took those steps, we could keep any product
on retail shelves at that time without alteration to the packaging. Because of
this method of rectifying the problem, we do not believe our potential violation
of this trademark will have a material affect on our business.

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<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and positions of our Directors,
Executive Officers and key employees:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Jeremy D. Kraus...................... 23 President, Chief Executive Officer and Director
Samuel V. Cohen...................... 23 Chief Operating Officer, Secretary and Director
Jeffrey S. Rosen..................... 29 Chief Financial Officer
Jay H. Bern.......................... 48 Vice President of Business Development
Kristoffer J. Murphy................. 24 Promotions Manager
Paul Schock.......................... 41 Director
Steve Kirby.......................... 47 Director
</TABLE>

We have agreed to use our best efforts to elect a designee of the
underwriter to our Board of Directors after the closing of this offering,
including solicitation of proxies. In addition, our principal shareholders have
agreed to vote in favor of the underwriter's nominee to the Board. If we are
unable to have a designee of the underwriter elected to the Board, the
underwriter will have the right to have an observer at all board meetings. The
underwriter has not advised us of the name of any designee to our Board.

Our shareholders prior to this offering, who will continue to own more than
50% of our shares after this offering, have agreed with each other to vote their
shares to elect Mr. Kraus, Mr. Cohen and two nominees of Bluestem Capital
Partners, II, L.P. to our Board of Directors through the end of 2003. Mr. Schock
and Mr. Kirby will initially be the nominees of Bluestem, but Bluestem will be
entitled to change its nominees at any election of directors.

A brief description of the backgrounds of the current Directors, Executive
Officers and key employees are set forth below:

EXECUTIVE OFFICERS

JEREMY D. KRAUS. Jeremy D. Kraus is the founder of our business and has
been Chief Executive since its inception. He received his Bachelor of Science
with a specialty in entrepreneurial management from the Wharton School of the
University of Pennsylvania in 1998. Jeremy has received many academic and
professional awards recognizing his entrepreneurial ability. While at Wharton he
was named a Berg Scholar and awarded both the Gloeckner Award and the Trilogy
Award for entrepreneurial excellence -- becoming the first student to win both
awards in the school's history. In addition, Governor Tom Ridge named him
Pennsylvania's Young Entrepreneur of the Year in 1997. In 1998, Jeremy was named
one of the top 40 marketers under 40 years of age by Brandweek magazine, as well
as one of Philadelphia's top 40 businessmen under 40 years of age by the
Philadelphia Business Journal.

Jeremy Kraus is also the President and a director and shareholder of one of
our principal shareholders, Strive, Inc. Mr. Kraus devotes substantially all of
his time to the activities of Jeremy's.

SAMUEL V. COHEN. Samuel V. Cohen has served us in various capacities since
the inception of our business. He is experienced in areas of operations
management, information systems and project management. In recognition of his
work at Jeremy's Microbatch(Registered) Ice Creams, he was named one of
Advertising Age's Top 100 Marketers of 1998. He has done operations and
technology consulting projects for Rosenbluth International and Valley National
Bank. He is a 1998 graduate of the Wharton School of the University of
Pennsylvania, with a focus on operations management. Through those and other
experiences, as well as academic coursework, Samuel has worked to develop unique
solutions for supply and distribution chain management, service process
management, quality control/assurance, and perishable inventory purchasing. In
addition, he has been integral in implementing these solutions through the
creation of proprietary technologies utilizing both continuous and discrete
event simulation, mathematical modeling, and interactive

22
<PAGE>

software. He has also worked as a technical professional himself, serving as a
technical support specialist and assistant system administrator for a 100+
client intranet and internet multi-webserver host network.

Samuel Cohen is also the vice president and a director and shareholder of
our shareholder, Strive, Inc. Mr. Cohen devotes substantially all of his time to
the activities of Jeremy's.

JEFFREY S. ROSEN. Mr. Rosen joined us in April, 1999. He is a graduate of
Rowan University with a Bachelors of Science degree in finance. Before joining
Jeremy's, Jeff was the assistant controller of Megasoft, a computer software
company, from 1997 to 1998. Megasoft filed for bankruptcy protection in 1998.
For four years prior to joining Megasoft, Mr. Rosen was an accountant with a
public accounting firm in New York City. He studied and practiced all facets of
accounting both as an auditor and a financial statement and tax preparer.

KEY EMPLOYEES.

JAY H. BERN. Jay H. Bern joined us as Vice President of Business
Development in July 1998. He is a seasoned sales professional in the ice cream
business. Jay has over twenty years of experience in broker management, direct
sales, distributor sales and sales management in the consumer packaged goods
industry. From 1997 to 1998, Jay served as a sales executive with Old Fashioned
Kitchen, which makes frozen foods. From 1996 to 1997 Jay was a sales executive
with New England Frozen Foods. From 1993 to 1996, Jay served as the Director of
Sales for Mr. Cookie Face. Jay has experience working with some of Jeremy's key
competitors, such as Edy's Grand Ice Creams as a Senior Account Executive from
1991 to 1993 where he sold Ben & Jerry's, as well as Haagen-Dazs where he served
as a Key Account Executive and Sales Manager from 1985 to 1987.

KRISTOFFER J. MURPHY. Kris Murphy joined us in 1999. He graduated from
Temple University in 1998 with a degree in radio, television and film. While
still in high school he produced a daily television show for a local cable
station. During his sophomore year at Temple, he began as a promotions assistant
for WPLY(Y100), a highly rated Philadelphia radio station. In his time there he
was promoted several times, eventually becoming the Sales Promotion Coordinator.
He began the Y100 Street Squad, a promotional team responsible for over 1200
events in the Philadelphia Metro in 1998. He was an intricate part in Y100 being
named the most promotionally active radio station on the East Coast by numerous
trade publications and the Philadelphia City Paper.

DIRECTORS

PAUL SCHOCK. Paul Schock is the co-fund manager of Bluestem Capital
Company, the general partner of Bluestem Capital Partners, II, L.P., and other
investment partnerships. He attended Stanford University and graduated in 1981
Magna Cum Laude from Augustana College with a degree in Business. Mr. Schock was
a commercial banker and manager for eight years with the First Bank Systems of
Minneapolis, Minnesota and left to become CFO of American Western Company, a
$150 million (sales) public manufacturing company in Sioux Falls, South Dakota.
In 1989, he left American Western Company and formed the predecessor to Bluestem
Capital Company.

STEVE KIRBY. Steve Kirby, is the co-fund manager of Bluestem Capital
Company. He is a graduate of Arizona State University with a BS Degree in
Political Science and a graduate of the University of South Dakota School of Law
with a Juris Doctorate Degree. Mr. Kirby was secretary and senior claim counsel
for Western Surety Company, a national surety bond company from 1977-1992. He
was also the 35th Lieutenant Governor of the State of South Dakota from 1993
through 1995.

COMPENSATION OF DIRECTORS

We do not currently pay our directors any compensation for their service as
directors. In the future, we plan to reimburse directors' expenses for
attendance at board meetings. We have agreed with the underwriter that the
underwriter's designee on the board will receive compensation appropriate for an
outside director. We do not anticipate paying any compensation to this designee
unless we also pay compensation to our other outside directors.

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<PAGE>
EXECUTIVE COMPENSATION

COMPENSATION OF OFFICERS

The following table sets forth information concerning the compensation
earned by our Chief Executive Officer, our Chief Operating Officer and our Vice
President -- Business Development for services rendered in all capacities to us
in the year ended December 31, 1998.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------- ---- ------- ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Jeremy D. Kraus............................. 1998 48,000 0 0 3,600
Chief Executive Officer
Samuel V. Cohen............................. 1998 36,000 0 0 3,600
Chief Operations Officer
Jay Bern.................................... 1998 40,000 0 0 4,200
Vice President-Business Development
</TABLE>

Our Chief Financial Officer, Jeffrey Rosen, joined us in 1999. Prior to Mr.
Rosen joining us, Mr. Cohen acted as our Chief Financial Officer.

The figure under "All Other Compensation" for Mr. Kraus and Mr. Cohen
consists of a $300 monthly car allowance. The figure under "All Other
Compensation" for Mr. Bern consists of a $700 monthly car allowance. From
January 1 through the date of this prospectus, Mr. Cohen and Mr. Kraus were each
paid at a rate of $70,000 per year, and Mr. Bern was paid at a rate of $80,000
per year. Mr. Cohen, Mr. Kraus and Mr. Bern will continue to receive
compensation at this rate through the end of 1999. During this time, Mr. Kraus,
Mr. Cohen and Mr. Bern will continue to receive their car allowances. As
discussed below, Mr. Kraus and Mr. Cohen will be receiving salary increases
after this offering closes.

EMPLOYMENT AGREEMENTS

In the fourth quarter of 1999, we will enter into employment agreements
with Jeremy D. Kraus and Samuel V. Cohen, which will become effective as of
closing of our initial public offering.

These agreements will provide for three-year terms with identical
compensation provisions for Mr. Kraus and Mr. Cohen. Under these agreements, Mr.
Kraus and Mr. Cohen will each receive the following compensation:

o Salary of $120,000 in the year 2000 increasing to $130,000 in 2001 and
$140,000 in 2002. The increases in 2001 and 2002 are contingent upon our
profitability in the prior year.

o Options issued at the beginning of each year under the contract to
purchase 10,000 shares at an exercise price equal to the market value of
the shares at the beginning of the year.

Under these agreements, Mr. Kraus and Mr. Cohen will be entitled to
participate in, and receive, standard employee benefits which we adopt for our
employees generally or executive officers specifically. The agreements will
provide that if we terminate Mr. Kraus or Mr. Cohen without cause, he will be
entitled to a severance payment in the amount equal to six months salary. Under
the employment agreements, cause will include:

o Continuing willful neglect of the employee's duties.

o Willful disregard or violation of law or governmental rules which is
likely to subject us to loss.

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<PAGE>

o The employee's breach of his duty to us if it involves personal profit to
the employee or his family or the taking of an opportunity available to
us to our detriment.

o The conviction of the employee for certain crimes as well as violation of
securities laws or regulations.

o A material breach of the terms of the employment agreement.

o Any misappropriation of funds, theft or fraud by the employee involving
us or any of our affiliates, customers or suppliers.

Mr. Cohen and Mr. Kraus will be entitled to terminate their employment
agreements if we fail to timely pay cash compensation to them in an amount
exceeding $5,000. In the event that Mr. Kraus or Mr. Cohen terminates his
employment agreement for this reason, he will be entitled to six months
severance pay.

STOCK OPTION PLAN

We intend to adopt a stock option plan before the effective date of this
offering. The purpose of this plan will be to enable us to attract, retain and
motivate key employees, directors and consultants, by providing them with stock
options. We anticipate that we will benefit from the added interest which such
personnel will have in the success of Jeremy's as a result of their proprietary
interest.

If adopted, the plan will provide that options may or may not be incentive
stock options within the meaning of Section 422 of the Internal Revenue Code.
Only our employees would be eligible to receive incentive stock options.
Employees and non-employee directors, advisors and consultants would be eligible
to receive options which are not incentive stock options. Incentive stock
options receive favorable treatment under federal tax laws.

If the plan is adopted, we intend to reserve 300,000 shares of our common
stock for issuance under the stock option plan.

We anticipate that our board of directors would administer the plan or
establish a stock option committee consisting of at least two directors to
administer the stock option plan. The board or committee would have the power to
determine the terms of any options granted under the plan, including the
exercise price, the number of shares subject to the option and conditions of
exercise. Options granted under the plan generally would not be transferable and
would only be exercisable during the lifetime of the initial holder of the
option. The exercise price of all incentive stock options granted under the plan
would be at least equal to the fair market value of the shares of common stock
on the date the option is granted. For any participant who owns stock possessing
more than 10% of the voting power of all classes of our stock, the exercise
price of any incentive stock option must be equal to at least 110% of the fair
market value on the date the option is granted. The term of all incentive stock
options under the plan may not exceed ten years, or five years in the case of
10% owners.

POLICY ON ISSUANCE OF OPTIONS AND WARRANTS

We will not issue warrants or options at an exercise price of less than 85%
of fair market value of the common stock on the date the warrant or option is
issued.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our certificate of incorporation includes a provision that eliminates the
personal liability of our directors for monetary damages for breach of fiduciary
duty as a director, except for liability:

o For any breach of the directors duty of loyalty to Jeremy's or its
stockholders;

o For acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;

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<PAGE>

o Under Section 174 of the Delaware General Corporation Law relating to
unlawful dividends or stock redemptions; or

o For any transaction from which the director derived an improper personal
benefit.

These provisions are permitted under Delaware Law.

Our by-laws provide that:

o We must indemnify our directors and officers to the fullest extent
permitted by Delaware Law, subject to very limited exceptions;

o We may indemnify our other employees and agents to the same extent that
we indemnify our officers and directors, unless otherwise required by
law, our certificate of incorporation, or our by-laws or other
agreements; and

o We must advance expenses as incurred, to our directors and executive
officers in connection with a legal proceeding to the fullest extent
permitted by Delaware law, subject to very limited exceptions.

We intend to obtain directors and officers insurance for our directors,
officers and certain key employees for specific liabilities.

Limitation of liability and indemnification provisions in our certificate
of incorporation and by-laws may discourage stockholders from bringing a lawsuit
against directors for breach of their fiduciary duty. These provisions may also
have the effect of reducing the likelihood of derivative litigation against
directors and officers, even though an action of this kind, if successful, might
otherwise benefit us and our stockholders. Furthermore, a stockholder's
investment may be adversely affected to the extent we pay the costs of
settlement and damage awards against directors and officers pursuant to these
indemnification provisions. However, we believe that these indemnification and
limitation of liability provisions are necessary to attract and retain qualified
directors and officers.

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<PAGE>
PRINCIPAL SHAREHOLDERS

After this Offering, Affiliates of Our Present Officers and Directors Will
Still be able to Elect our Board of Directors. Affiliates of our officers and
directors will, in the aggregate, beneficially own over 50% of our common stock
after this offering. These stockholders will be able to exercise control over
all matters requiring approval by our stockholders, including the election of
directors and approval of significant corporate transactions. One of our
shareholders, Bluestem Capital Partners II, L.P., which is affiliated with two
of our directors, will own over 45% of our common stock after this Offering.
This concentration of ownership could prevent a change in control of Jeremy's
Microbatch(Registered), which could adversely affect our stock price.

The table presented below sets forth, as of December 1, 1999, information
regarding the beneficial ownership of our common stock by:

o our chief executive officer, other executive officers and directors;

o all directors and executive officers as a group; and

o each person known to us to own beneficially more than 5% of our
outstanding shares.

A person has beneficial ownership of shares if he or she has the power to
vote or dispose of the shares. This power can be exclusive or shared, direct or
indirect.

<TABLE>
<CAPTION>
ADJUSTMENTS FOR OFFERING
------------------------
BENEFICIAL OWNERSHIP OWNERSHIP ASSUMING THE
BEFORE OFFERING(1) SALE OF ALL SHARES
-------------------- ------------------------
NUMBER OF PERCENT NUMBER OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES(3) OF CLASS SHARES(1) PERCENTAGE
- ------------------------------------ --------- -------- ---------- -----------
<S> <C> <C> <C> <C>
(I) DIRECTORS AND EXECUTIVE OFFICERS
Jeremy D. Kraus(1).......................... 323,118 17.951% 323,118 10.77%
Samuel V. Cohen(1).......................... 323,118 17.951% 323,118 10.77%
Paul Schock(2).............................. 1,359,982 75.55% 1,359,982 45.32%
Stephen Kirby(2)............................ 1,359,982 75.55% 1,359,982 45.32%
All Officers and Directors as a Group....... 1,683,300 93.50% 1,683,300 56.09%
(II) OTHER BENEFICIAL OWNERS
Strive, Inc................................. 323,118 17.95% 323,118 10.77%
Bluestem Capital Partners, II, L.P.......... 1,359,982 75.55% 1,359,982 45.32%
</TABLE>

- ------------------

(1) The shares shown as beneficially owned by Mr. Kraus and Mr. Cohen are owned
of record by Strive, Inc., a Texas corporation. Mr. Kraus and Mr. Cohen are
directors and officers of Strive, Inc. Jeremy D. Kraus, our President,
Samuel V. Cohen, our Chief Operating Officer and Edward Kraus, Jeremy D.
Kraus' father, own in the aggregate more than 90% of the outstanding shares
of Strive, Inc. This does not include certain shares which Strive may
acquire from other current shareholders, as described under "Certain
Relationships and Related Transactions."

(2) The shares shown as beneficially owned by Mr. Schock and Mr. Kirby are owned
of record by Bluestem Capital Partners, II, L.P. Mr. Schock and Mr. Kirby
are the co-managers of Bluestem Capital Company, the general partner of
Bluestem Capital Partners, II, L.P.

(3) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934.
Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the number and
percentage owned by each other person listed.

Mr. Kraus and Mr. Cohen's address is 3401 Market Street, Suite 312,
Philadelphia, PA 19104. The address for Mr. Schock, Mr. Kirby and Bluestem
Capital Partners, II, L.P. is 122 South Philips Avenue, Suite 300, Sioux Falls,
South Dakota 57104.

27
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CONVERSION OF JEREMY'S MICROBATCH(REGISTERED) ICE CREAMS TO CORPORATE
FORM. In October, 1997, Jeremy's Microbatch Ice Creams, LLC was formed as a
Delaware limited liability company. At closing of this Offering, Jeremy's
Microbatch Ice Creams, LLC will become a wholly owned subsidiary of Jeremy's
Microbatch Ice Creams, Inc. In connection with that transaction, each of the
members of Jeremy's Microbatch Ice Creams, LLC will receive a portion of the
initial 1,800,000 shares of Jeremy's Microbatch Ice Creams, Inc. equal to their
percentage interests in the limited liability company.

GUARANTEES BY BLUESTEM. Bluestem Capital Partners, II, L.P. guarantees our
obligations under our agreement with the primary manufacturer of our products.
These obligations include our obligation to pay for product produced and to pay
certain other amounts if we terminate the agreement. These obligations are
discussed in more detail under the heading "Manufacturing Arrangements" on page
18. Bluestem Capital Partners, II, L.P. also guarantees our obligations to
Norwest Bank under our unsecured line of credit from Norwest Bank. This line of
credit expires on December 31, 1999. As of the date of this offering, we expect
that we will have borrowed the maximum amount permitted under this line of
credit, $300,000. Bluestem Capital Partners, II, LP is a venture capital
investment firm that is our majority shareholder. Two of our directors, Mr.
Schock and Mr. Kirby, are principals of Bluestem Capital Partners, II, L.P.

OPERATION OF OUR BUSINESS BY STRIVE, INC. During 1997, one of our
principal shareholders, Strive, Inc. tested several ice cream marketing
concepts, including the Jeremy's Microbatch(Registered) concept. Strive operated
the Jeremy's Microbatch(Registered) business on a limited basis during 1997 and
as of January 1, 1998 transferred the business to Jeremy's
Microbatch(Registered) Ice Creams, LLC. The transfer of the business included
our assumption of $43,937 in liabilities and Strive's contribution of assets,
principally account receivables with a book value of $15,837.

AGREEMENTS BETWEEN STRIVE, INC. AND OTHER SHAREHOLDERS. In connection with
the conversion of Jeremy's Microbatch(Registered) Ice Creams to corporate form,
we and our principal shareholders entered into a plan of reorganization. This
plan of reorganization contains certain provisions which grant Strive the right
to purchase a portion of the shares owned by Bluestem Capital Partners, II, L.P.
This agreement provides:

o Strive has the right to purchase 33,235 shares from Bluestem upon a sale
of Jeremy's if the aggregate cash and fair market value of securities
received by us or our shareholders is at least $10,000,000. The purchase
price for these shares will be $208,652 if the option is exercised on or
before April 23, 2003. On April 24, 2003 and on each April 24 thereafter,
the purchase price will increase by 20%.

o Strive has the right to purchase 66,470 shares from Bluestem in the event
of a sale of Jeremy's in which the aggregate cash and fair market value
of securities received by us or our shareholders is at least $20,000,000.
The purchase price for these shares will be $417,304 through April 23,
2003 and thereafter will increase by 20% per year.

o Strive has the right to purchase up to 256,464 shares from Bluestem at
any time prior to July 14, 2003. The purchase price will be $5.849 per
share through July 14, 2001, $7.798 per share after July 14, 2001 and
before July 14, 2002 and $9.743 per share after July 14, 2002.

o Strive has the right to purchase up to 61,857 shares from Bluestem at any
time prior to August 11, 2003. The purchase price will be $7.27 per share
through August 11, 2001, $9.70 per share after August 11, 2001 and on or
before August 11, 2002 and $12.12 per share after August 11, 2002.

28
<PAGE>

LOANS BY EXECUTIVE OFFICERS AND SHAREHOLDERS. In October, 1999, Jeremy D.
Kraus, our President, loaned us $40,000 and Jeffrey Rosen, Chief Financial
Officer, loaned us $5,000. In exchange for these loans, we issued promissory
notes bearing interest at 10% per annum, due in full in October, 2000. We intend
to repay these notes with the proceeds of this offering. We borrowed these funds
to repay an obligation to an unrelated party which would have matured on June
11, 2000 and bore interest at 14% per annum. In November, 1999, Strive, Inc.,
one of our principal shareholders, loaned us $50,000 to fund accounts payable.
This loan bears interest at 14% per annum and is due in November, 2000. We
intend to repay that loan with the proceeds of this offering. As the loans from
our President and Chief Financial Officer replaced a loan from an unaffiliated
party on which we paid a higher interest rate, we believe these loans were on
terms as favorable to us as those available from unaffiliated third parties. In
the circumstances at the time Strive made its loan to us, we did not have
unaffiliated sources from which we could have borrowed the funds. These
transactions were approved by Mr. Schock and Mr. Kirby, who we believe were
disinterested, independent directors in connection with that transaction.

PRIOR LEASE ARRANGEMENTS. From January 1, 1998 through April 1, 1999, we
operated in space leased from an unrelated third party by Jeremy D. Kraus. We
paid the monthly rent of $2,000 directly to the landlord. As we paid only the
rent actually charged by the landlord, we believe this transaction was on terms
no less favorable to us than generally available from unaffiliated third
parties. At the time we entered into this lease, we did not have sufficient
disinterested directors to ratify this transaction.

All future affiliated material transactions and loans involving Jeremy's
will be made or entered into on terms that are no less favorable to us than
those that can be obtained from unaffiliated third parties. All future material
affiliated transactions and loans, and any forgiveness of loans, must be
approved by a majority of our independent directors who do not have an interest
in the transactions and who had access, at our expense, to our legal counsel or
independent legal counsel.

29
<PAGE>
DESCRIPTION OF SECURITIES

As of the date of this prospectus, we have the authority to issue 5,000,000
shares of common stock, $.01 par value per share and 500,000 shares of preferred
stock, $.01 par value per share. Immediately prior to the effective date of this
offering there were 1,800,000 shares of common stock outstanding. We have agreed
with the underwriter that we will not issue any new shares of common stock or
preferred stock without the underwriter's consent for twelve (12) months
following the date of this prospectus, except under our proposed stock option
plan.

COMMON STOCK

o Holders of common stock are entitled to receive dividends only if
Jeremy's Microbatch(Registered) has funds legally available and the Board
of Directors declares a dividend.

o Holders of common stock do not have any rights to purchase additional
shares.

o Holders of common stock are entitled to one vote per share on all matters
requiring a vote of shareholders.

o Since the common stock does not have cumulative voting rights in electing
directors, the holders of more than a majority of the outstanding shares
of common stock can elect all of the directors whose terms expire that
year, if they choose to do so.

o There is no public market for our common stock at the present time.

VOTING REQUIREMENTS

Delaware corporate law and our by-laws require the approval of the holders
of a majority of our voting securities for most actions requiring shareholder
approval. These actions include:

o election of directors;

o mergers;

o sales of substantially all of our shares; and

o amendment to our certificate of incorporation.

There are no provisions in our Articles of Incorporation or by-laws that
would delay, defer or prevent a change in control of Jeremy's
Microbatch(Registered), except the undesignated preferred stock described below.
Our shareholders prior to this offering, who will continue to hold more than 50%
of our outstanding shares after this offering, have agreed with each other to
vote their shares to elect Mr. Kraus, Mr. Cohen and two nominees of Bluestem
Capital Partners, II, L.P., to our Board of Directors through the end of 2003.

UNDESIGNATED PREFERRED STOCK.

Our board of directors has the authority to issue up to 500,000 shares of
preferred stock in one or more series and fix the number of shares in any
series. The board has the right to issue shares of preferred stock and set the
terms of any series of preferred stock without shareholder approval. These terms
include the voting powers, liquidation and dividend preferences, dividend rates,
terms of mandatory or optional redemption, conversion rights and other rights
and preferences of the shares of preferred stock. For example, the board of
directors may issue a series of preferred stock which would have the right to
approve, as a class, any amendment to our certificate of incorporation or any
other proposed corporate action, including business combinations and other
transactions. These provisions could dilute and in other ways adversely affect
the rights of our common shareholders, and could be used in ways which could
make a takeover of Jeremy's more difficult. If we issue any preferred stock, the
issuance will be approved by a majority of our
independent directors who do not have an interest in the issuance or
transactions related to the issuance, and who have access, at our expense, to
our legal counsel or independent legal counsel.

30
<PAGE>

DELAWARE ANTI-TAKEOVER LAW

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law regulating corporate takeovers. This section prevents certain
Delaware corporations, under certain circumstances, from engaging in a "business
combination" with:

o A stockholder who owns 15% or more of our outstanding voting stock (known
as an "interested stockholder");

o An affiliate of an interested stockholder; or

o An associate of an interested stockholder,

for three years following the date that the stockholder became an "interested
stockholder." A "business combination" includes a merger or sale of more than
10% of our assets.

However, the above provisions of Section 203 do not apply if:

o Our board approves the transaction that made the stockholder an
"interested stockholder," prior to the date of that transaction;

o After the completion of the transaction that resulted in the stockholder
becoming an "interested stockholder," the stockholder owned at least 85%
of our voting stock outstanding at the time the transaction began,
excluding shares owned by persons who are our officers and directors; or

o On or subsequent to the date of the transaction, the business combination
is approved by our board and authorized at a meeting of our stockholders
by an affirmative vote of at least 2/3 of the outstanding voting stock
not owned by the "interested stockholder."

The provisions of this statute could prohibit or delay mergers or other
change and control attempts, and thus may discourage attempts to acquire
Jeremy's.

TRANSFER AGENT

The transfer agent and registrar for our common stock is Stocktrans, Inc.,
7 East Lancaster Avenue, Ardmore, PA 19003. Its telephone number is
610-649-7300.

WE CANNOT GUARANTEE THERE WILL BE A TRADING MARKET FOR OUR SECURITIES

There has been no prior public market for our shares. You cannot be certain
that a market will develop or be sustained.

THE MARKET PRICE OF OUR SECURITIES MAY NOT BE AS HIGH AS THE OFFERING PRICE

The offering price of our shares has been arbitrarily determined by
negotiation between Jeremy's Microbatch(Registered) and the underwriter. The
offering price is not related to our assets or book value or other accepted
methods of valuing a business. Since the price has been determined in this
manner and not by the market, the price at which the shares trade after the
offering may decrease.

RISK OF DELISTING FROM NASDAQ

If our shares are not listed on the Nasdaq Smallcap Market, there will be
less interest in the market place for our securities. This may result in lower
prices for our securities and make it more difficult for you to sell the shares.
We have applied for initial listing on the Nasdaq Smallcap Market upon the date
of this prospectus. We cannot guarantee that our listing application will be
approved. Even if our securities are approved for initial listing, we must
continue to meet certain maintenance requirements, such as minimum capital
levels and periodic reporting under SEC regulations, in order for our securities
to continue to be listed on Nasdaq. We may not be able to continue to meet such
requirements.

31
<PAGE>

THE MARKET PRICE FOR OUR SHARES IS LIKELY TO FLUCTUATE. Upon completion of
this offering, there may be limited trading and the market price of our shares
is likely to be highly volatile. The volatility may result from factors
including:

o fluctuations in our operating results;

o changes in stock market analysts' recommendations regarding our business,
similar companies in our industry or general market and economic
conditions;

o changes in market valuations of ice cream companies;

o announcements of technological innovations or new products by us or our
competitors;

o announcements of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital commitments;

o additions or departures of key personnel.

The market prices for stocks following an initial public offering
frequently reach levels that bear no relationship to their operating
performance. Such market prices generally are not sustainable and are subject to
wide variations. If our shares trade to such levels following this offering, it
is likely they will later experience a material decline in share price.

INVESTORS MAY FACE ADDITIONAL RISKS RELATED TO PENNY STOCK REGULATIONS

If our common stock does not qualify for quotation on Nasdaq and fails to
maintain a price of $5.00 or more per share, our common stock would become
subject to the SEC's "penny stock" rules. These rules require the delivery,
prior to any transaction involving a penny stock, of a disclosure schedule
explaining the penny stock market and its risks. In addition, broker/dealers who
recommend penny stocks to persons other than established customers and
accredited investors must make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to a transaction
prior to sale. In the event our common stock became subject to these rules, it
may become difficult for broker/dealers to sell the common stock. Shareholders
might then have difficulty selling our common stock in the public market.

POSSIBLE NEGATIVE EFFECT OF UNDERWRITER'S WARRANTS ON MARKET FOR OUR STOCK AND
ABILITY TO OBTAIN ADDITIONAL FINANCING

We will issue to the underwriter, for a very small payment, underwriter's
warrants to purchase 120,000 shares, at $.001 per share. Exercise of the
underwriter's warrants and subsequent sale of the shares could adversely affect
the market price of our common stock. The potential for exercise of these
underwriter's warrants may adversely affect the terms we can negotiate for new
financings.

32
<PAGE>
UNDERWRITING

First Montauk Securities Corp. has agreed, as underwriter, subject to the
terms and conditions of the underwriting agreement (a complete copy of which is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part), to purchase from us an aggregate of 1,200,000 shares of Common Stock.

The underwriting agreement provides that the underwriter is obligated to
purchase all of the shares being offered, if any are purchased, subject to
approval of certain legal matters by counsel and to various other conditions.

The underwriter has advised us that it proposes to offer the shares to the
public at the public offering price per share set forth on the cover of this
prospectus, and to selected dealers who are members of the National Association
of Securities Dealers, Inc. at such price less a concession not exceeding $.____
per Share. The underwriter may allow, and such dealers may reallow, concessions,
not in excess of $.__ per Share. The underwriter has reserved the right to
reject orders, in whole or in part, in its sole discretion. After the completion
of the initial public offering, the offering price, the concessions and the
reallowance may be changed by the underwriter. The underwriter has advised us
that it does not expect any sales to accounts for which it exercises discretion
as to such sale.

We have granted to the underwriter a 45 day option to purchase from us up
to 180,000 additional shares at the price per share set forth on the cover page
of this prospectus, less the stated underwriting discounts and commissions. The
underwriter may exercise these options only for the purpose of covering
over-allotments, if any.

The underwriting agreement provides for reciprocal indemnification between
us and the underwriter against certain liabilities that may occur in connection
with the registration statement, including liabilities under the Securities Act.
We have been advised that, in the opinion of the SEC, indemnification for
liabilities under the Securities Act is against public policy as expressed in
the Securities Act and is unenforceable.

In addition to the selling commission, we have agreed to pay the
underwriter a non-accountable expense allowance equal to 3% of the gross
proceeds of the offering (including any shares purchased pursuant to the
exercise of the underwriter's over-allotment options), of which $20,000 has been
paid on account.

We have agreed to retain the underwriter, for a period of two years
commencing upon the closing of this offering, to render financial consulting
services in consideration of an annual payment of $30,000 (an aggregate of
$60,000) payable at the closing of this offering. In the event the underwriter
originates a financing or a merger, acquisition, joint venture or other
transaction to which we are a party, the underwriter will be entitled to receive
a finder's fee in consideration for origination of such transaction. The
underwriter has advised us that it does not presently have any such transaction
contemplated or arranged at this time. We have no current plan, understanding,
agreement or arrangement for any such transaction.

We have also agreed to sell to the underwriter warrants to purchase up to
120,000 shares of common stock at an exercise price of $________ per Share
(______% of the public offering price per share). The holders of the
underwriter's warrants will not have voting, dividend or other rights as our
stockholders until such warrants are exercised. The underwriter's warrants may
not be exercised for a one-year period following the effective date of this
prospectus and may not be sold, transferred, assigned or hypothecated during
such one year period except to officers of the underwriter and to dealers who
are part of the selling group and/or their officers or partners. The
underwriter's warrants also have registration rights. In summary, the
underwriter will receive the following compensation from us:

o the discount from the public offering price;

o the 3% expense allowance; and

o the underwriter's warrants.

For the term of the underwriter's warrants, the holders thereof will have
the opportunity to profit from a rise in the market value of our Common Stock,
with a resulting dilution in the

33
<PAGE>

interests of the other stockholders. The holders of the underwriter's warrants
can be expected to exercise them at a time when we would, in all likelihood, be
able to obtain any needed capital from an offering of our common stock on terms
more favorable to us than those provided for in the underwriter's warrants. This
may adversely affect the terms on which we might be able to obtain additional
financing. To the extent that the underwriter realizes any gain from the resale
of the underwriter's warrants and/or the shares issuable upon exercise of the
underwriter's warrants, such gain may be deemed additional underwriting
compensation.

Our executive officers and directors and all of our existing stockholders
(all of such persons owning, in the aggregate 1,800,000 shares) have entered
into an agreement with the underwriter pursuant to which they have agreed not to
sell any of such shares owned by them, pursuant to Rule 144 under the Securities
Act or otherwise, without the underwriter's consent, for a period of 12 months
from the date of this prospectus except in private transactions in which the
purchaser agrees to be bound by such agreement. Additionally, commencing 12
months from the date of this prospectus, such persons have agreed to sell only
an amount as they might be allowed to sell under Rule 144.

We have agreed with the underwriter not to issue any shares of common stock
or other equity securities or sell or grant any options or warrants or other
rights to purchase any equity securities without the underwriter's consent, for
a two year period following the closing of this offering, except that we may
issue (i) options under our option plan, provided that (a) the exercise price of
any such options shall not be less that the market price per share of common
stock on the date of grant and (b) recipients of such options shall enter into a
lock-up agreement with the underwriter. and (ii) securities in connection with
an acquisition, merger or similar transaction, provided that such securities are
not publicly registered and the acquirer of the securities is not granted
registration rights with respect thereto which may be exercised prior to 24
months after closing of this offering.

We have also agreed that, for the 24-month period following the closing of
this offering, it will not, without the prior written consent of the
underwriter, file any registration statement relating to the offer of sale of
any of its securities, including any registration statement on Form S-8 (or
other similar form).

The underwriting agreement provides that we are required to maintain, for a
period of three years following the offering a policy of life insurance on the
life of Samuel Cohen and Jeremy Kraus, our founders and principal executives.
The face amount of such policy must be at least $1,000,000 and we must be the
beneficiary.

Prior to this offering, there has been no public trading market for the
common stock. Consequently, the initial public offering price of the common
stock has been determined by negotiations between us and the underwriter. Among
the factors considered in determining these prices were:

our financial condition and its prospects,

market prices of, and demand for, similar securities of comparable
publicly-traded companies

the abilities of our management

the prospects for future growth and earnings; and

the general condition of the securities market.

In order to facilitate this offering, the underwriter may engage in
transactions that stabilize, maintain or otherwise affect the price of the
common stock and impose penalty bids in accordance with Regulation M under the
Exchange Act. Specifically, the underwriter may over-allot in connection with
this offering, creating a short position in the common ctock for its own
account. In addition, to cover over-allotments or to stabilize the price of the
common ctock, the underwriter may bid for, and repurchase, shares in the open
market. Penalty bids allow the underwriter to reclaim selling concessions
allowed to a dealer for distributing the shares in this offering, if the
underwriter repurchases previously distributed shares in transactions to cover
short positions, in stabilization transactions or otherwise. Any of these
activities may stabilize or maintain the market

34
<PAGE>

price of the common stock above independent market levels. The underwriter is
not required to engage in these activities, and if undertaken, may end any of
these activities at any time. The underwriter has advised us that it cannot
predict the effect that the transactions as described above may have on the
price of the common stock. It is anticipated that the underwriter will make a
market in the common stock after completion of the offering but the underwriter
is not obligated to make a market in the common stock and it may discontinue
such activities at any time.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market, or
the perception that these sales could occur, could adversely affect prevailing
market prices of our common stock. Those circumstances could also adversely
affect our ability to raise capital on favorable terms.

All of the shares issued in this offering will be freely tradable without
restriction or further registration under the Securities Act of 1933, except for
such shares which may be purchased by our affiliates. The term affiliates is
defined in Rule 144 of the Securities Act of 1933. All 1,800,000 of our shares
outstanding before this offering are restricted securities as that term is
defined in Rule 144. Restricted securities may be sold publicly only if
registered or if the sale qualifies for an exemption under Rule 144. Of these
1,800,000 shares, 1,683,300 shares are held by our affiliates.

Subject to the Lock-Up Agreements described below, and the provisions of
Rule 144, additional shares will be available for public sale, subject to volume
limitations, as follows:

<TABLE>
<CAPTION>
APPROXIMATE
DATE NUMBER OF SHARES
- ---- ----------------
<S> <C>
Currently available........................... 556,000
January 2000.................................. 323,000
March - September 2000........................ 889,000
October 2000.................................. 24,000
</TABLE>

LOCK-UP AGREEMENTS

The holders of all of our outstanding shares have agreed not to sell any
shares of our common stock for a period of 12 months after the date of this
prospectus, without the consent of the underwriter. These shareholders have also
agreed that during the twelve month period beginning one year after the date of
this prospectus, they will sell no more than 25% of their shares in each three
month period.

RULE 144

Under Rule 144, a person who has beneficially owned restricted shares of
our common stock for at least one year can sell within any three month period a
number of shares that does not exceed the greater of:

o 1% of the shares of common stock then outstanding (in our case, 30,000
shares immediately after this offering)

o the average weekly trading volume during the four preceding weeks

RULE 144(K)

Under Rule 144(k), a person who has not been our affiliate for 90 days
preceding a sale can sell shares owned for at least two years without the volume
limitations referred to above.

35
<PAGE>
LEGAL MATTERS

The validity of the securities offered hereby is being passed upon for us
by Eckert Seamans Cherin & Mellott, LLC, 1515 Market Street, 9th Floor,
Philadelphia, PA 19102. Certain legal matters will be passed upon for the
Underwriter by Goldstein & DiGioia, LLP, 369 Lexington Avenue, New York, NY
10017.

EXPERTS

The consolidated financial statements included in this prospectus and in
the registration statement have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their report, which contains an explanatory paragraph regarding the Company's
ability to continue as a going concern, appearing elsewhere herein and in the
registration statement, and are included in reliance upon such report given upon
the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN GET MORE INFORMATION

We have filed a registration statement on Form SB-2 with the SEC. This
prospectus, which forms a part of that registration statement, does not contain
all of the information included in the registration statement. Certain
information is omitted and you should refer to the registration statement and
its exhibits. With respect to references made in this prospectus to any contract
or other document, such references are not necessarily complete and you should
refer to the exhibits attached to the registration statement for copies of the
actual contract or document. You may review a copy of the registration statement
at the SEC's public reference room in Washington, D.C., and at the SEC's
regional offices in Chicago, Illinois and New York, New York. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Our SEC filings and the registration statement can also be
reviewed by accessing the SEC's Internet site at http://www.sec.gov. As a result
of this offering, we will become subject to the information and reporting
requirements of the Securities Exchange Act and, in accordance therewith, will
file periodic reports, proxy statements and other information with the SEC.

36
<PAGE>
INDEX

TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants.......... F-2

Consolidated Financial Statements

Balance Sheets............................................ F-3

Statements of Operations.................................. F-4

Statements of Changes in Stockholders' Equity
(Deficiency)........................................... F-5

Statements of Cash Flows.................................. F-6

Notes to Consolidated Financial Statements.................. F-7
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

[THE FOLLOWING IS THE FORM OF THE OPINION THAT BDO SEIDMAN, LLP WILL BE IN A

POSITION TO ISSUE UPON THE COMPLETION OF THE REORGANIZATION DESCRIBED IN NOTE 8]

Jeremy's Microbatch Ice Creams, Inc.

Philadelphia, Pennsylvania

We have audited the accompanying consolidated balance sheet of Jeremy's
Microbatch Ice Creams, Inc. and subsidiary as of December 31, 1998 and the
related consolidated statements of operations, changes in stockholders' equity,
and cash flows for each of the two years in the period ended December 31, 1998.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Jeremy's Microbatch
Ice Creams, Inc. and subsidiary as of December 31, 1998, and the results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1998 in conformity with generally accepted accounting
principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered losses from
operations since inception, including a net loss of $956,201 for the year ended
December 31, 1998. The Company has also sustained recurring losses for the
period subsequent to December 31, 1998. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to this matter are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

BDO Seidman, LLP

Philadelphia, Pennsylvania
September 16, 1999,
except for Note 8
which is as of December ___, 1999.

F-2
<PAGE>
JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets
Cash...................................................... $ 179,730 $ 124,129
Accounts receivable....................................... 22,550 76,721
Inventories............................................... 175,224 111,945
Prepaid expenses.......................................... -- 25,632
---------- ----------
Total current assets........................................ 377,504 338,427
---------- ----------
Property and equipment, net (Note 4)........................ 36,032 76,280
---------- ----------
Other assets
Deferred charges, net of accumulated amortization of
$218,395............................................... -- 414,195
Deferred offering costs................................... -- 54,700
Other..................................................... 8,358 10,250
---------- ----------
Total other assets.......................................... 8,358 479,145
---------- ----------
Total assets................................................ $ 421,894 $ 893,852
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Note payable, bank (Note 5)............................... $ -- $ 300,000
Note payable, vendor (Note 7)............................. -- 294,467
Accounts payable and accrued expenses..................... 256,476 430,014
Current maturities of long-term debt (Note 6)............. 50,000 63,681
Due to factor (Note 1).................................... -- 126,516
---------- ----------
Total current liabilities................................... 306,476 1,214,678
Long-term debt, net of current maturities (Note 6).......... 50,000 24,367
---------- ----------
Total liabilities........................................... 356,476 1,239,045
---------- ----------
Commitments and contingencies (Notes 3 and 7)
Stockholders' equity (deficiency) (Note 9)
Preferred stock, $.01 par value
Authorized 500,000 shares
Issued and outstanding none............................ -- --
Common stock, $.01 par value
Authorized 5,000,000 shares
Issued and outstanding 878,526 shares and 1,767,680
shares, respectively................................. 8,785 17,677
Additional paid-in capital................................ 1,201,072 2,892,180
Accumulated (deficit)..................................... (1,144,439) (3,255,050)
---------- ----------
Total stockholders' equity (deficiency)..................... 65,418 (345,193)
---------- ----------
Total liabilities and stockholders' equity (deficiency)..... $ 421,894 $ 893,852
========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
--------------------- ---------------------------
1998 1997 1999 1998
--------- --------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net sales (Note 3).................... $ 415,671 $ 79,421 $ 1,197,698 $ 252,790
Cost of sales (Note 3)................ 299,868 114,873 876,136 113,170
--------- --------- ----------- ---------
Gross profit (loss)................... 115,803 (35,452) 321,562 139,620
--------- --------- ----------- ---------
Operating expenses
Selling............................. 581,086 31,630 1,073,300 382,853
Distribution........................ 65,584 3,110 153,742 16,899
General and administrative.......... 414,418 33,217 924,351 220,154
Amortization of deferred charges.... -- -- 218,395 --
Depreciation........................ 5,659 4,134 6,221 234
--------- --------- ----------- ---------
Total operating expenses.............. 1,066,747 72,091 2,376,009 620,140
--------- --------- ----------- ---------
(Loss) from operations................ (950,944) (107,543) (2,054,447) (480,520)
--------- --------- ----------- ---------
Other income (expense)
Other income........................ 1,914 2,595 5,000 1,913
Loss on sale of property and
equipment........................ -- (24,795) (18,816) --
Interest expense.................... (7,171) (360) (42,348) (5,921)
--------- --------- ----------- ---------
Total other (expense)................. (5,257) (22,560) (56,164) (4,008)
--------- --------- ----------- ---------
Net (loss)............................ $(956,201) $(130,103) $(2,110,611) $(484,528)
========= ========= =========== =========
Basic and diluted (loss) per share.... $ (1.67) $ (0.44) $ (1.70) $ (.97)
========= ========= =========== =========
Basic and diluted weighted average
number of common shares
outstanding......................... 572,620 298,620 1,239,025 497,406
========= ========= =========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
---------- ------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1997..... 281,540 $ 2,815 $ 124,873 $ (58,135) $ 69,553
Issuance of common stock..... 41,578 416 31,753 -- 32,169
Issuance of common stock in
connection with conversion
of debt (Note 6)........... 28,227 282 (282) -- --
Net loss..................... -- -- -- (130,103) (130,103)
---------- ------- ---------- ----------- ----------
Balance, December 31, 1997... 351,345 3,513 156,344 (188,238) (28,381)
Issuance of common stock for
conversion of note payable
(Note 6)................... 18,818 188 49,812 -- 50,000
Issuance of common stock..... 508,363 5,084 994,916 -- 1,000,000
Net loss..................... -- -- -- (956,201) (956,201)
---------- ------- ---------- ----------- ----------
Balance, December 31, 1998... 878,526 8,785 1,201,072 (1,144,439) 65,418
Issuance of common stock
(unaudited)................ 889,154 8,892 1,691,108 -- 1,700,000
Net loss (unaudited)......... -- -- -- (2,110,611) (2,110,611)
---------- ------- ---------- ----------- ----------
Balance, September 30, 1999
(unaudited)................ 1,767,680 $17,677 $2,892,180 $(3,255,050) $ (345,193)
========== ======= ========== =========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
---------------------- -----------------------
1998 1997 1999 1998
---------- --------- ----------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net (loss)............................................ $ (956,201) $(130,103) $(2,110,611) $(484,528)
Adjustments to reconcile net (loss) to net cash (used
in) provided by operating activities
Loss on sale of property and equipment.............. -- 24,795 18,816 --
Depreciation........................................ 5,659 4,134 6,221 234
Amortization of deferred charges.................... -- -- 218,395 --
Changes in assets and liabilities
(Increase) in assets
Accounts receivable............................ (6,713) (15,668) (54,171) (42,465)
Inventories.................................... (175,224) -- 63,279 (106,191)
Prepaid expenses............................... -- -- (25,632) (26,442)
Other.......................................... (8,535) 15,771 (1,892) (1,366)
Increase in liabilities
Accounts payable and accrued expenses.......... 212,179 44,201 468,005 24,008
Due to factor.................................. -- -- 126,516 --
---------- --------- ----------- ---------
Net cash (used in) operating activities................. (928,835) (56,870) (1,291,074) (636,750)
---------- --------- ----------- ---------
Cash flows from investing activities
Deferred charges...................................... -- -- (632,590) --
Proceeds from sale of property and equipment.......... -- -- 9,500 --
Purchase of property and equipment.................... (41,514) (2,000) (31,785) (41,280)
---------- --------- ----------- ---------
Net cash (used in) investing activities................. (41,514) (2,000) (654,875) (41,280)
---------- --------- ----------- ---------
Cash flows from financing activities
Issuance of common stock.............................. 1,000,000 32,169 1,700,000 771,900
Deferred offering costs............................... -- -- (54,700) --
Proceeds from note payable, bank...................... -- -- 400,000 --
Repayments of note payable, bank...................... -- -- (100,000) --
Proceeds from long-term debt.......................... 50,000 100,000 -- --
Repayments of long-term debt.......................... -- -- (54,952) --
---------- --------- ----------- ---------
Net cash provided by financing activities............... 1,050,000 132,169 1,890,348 771,900
---------- --------- ----------- ---------
Net increase (decrease) in cash......................... 79,651 73,299 (55,601) 93,870
Cash at beginning of period............................. 100,079 26,780 179,730 100,079
---------- --------- ----------- ---------
Cash at end of period................................... $ 179,730 $ 100,079 $ 124,129 $ 193,949
========== ========= =========== =========
Supplemental disclosure of cash flow information
Cash paid during the period for interest.............. $ 7,531 $ -- $ 42,348 $ 5,921
========== ========= =========== =========
Noncash financing activities

Issuance of common stock for net liabilities
assumed............................................. $ (28,100) $ -- $ -- $ (28,100)
========== ========= =========== =========
Property and equipment purchases through capital
lease............................................... $ -- $ -- $ 43,000 $ --
========== ========= =========== =========
Issuance of common stock for conversion of note
payable............................................. $ 50,000 $ -- $ -- $ 50,000
========== ========= =========== =========
Issuance of note payable for conversion of account
payable............................................. $ -- $ -- $ 294,467 $ --
========== ========= =========== =========
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Jeremy's Microbatch Ice Creams, Inc. and subsidiary ("Jeremy's" or the
"Company") develops, markets and sells super-premium ice cream using
high-quality ingredients through its wholly owned subsidiary, Jeremy's
Microbatch Ice Creams, LLC (the "LLC"). Unique flavors of ice cream are offered
primarily in small, limited edition batches in pint size containers. Ice cream
products are sold mostly in supermarkets and grocery stores in New England,
Mid-Atlantic Region, Colorado, Minnesota, Florida, Texas and Arizona.

The Company is a successor to Strive, Inc. ("Strive"), which during 1997
focused primarily on developing, marketing and selling super-premium ice cream
using high quality ingredients under the name of Jeremy's Microbatch Ice Creams.
On January 1, 1998, Strive, Inc. contributed certain assets ($15,837) to and had
certain liabilities ($43,937) assumed by the LLC in exchange for a 96.25%
membership interest in the LLC. Such amounts were recorded by the Company at
Strive's historic cost. The above transaction was accounted for as a reverse
merger and the operations of Strive related to Jeremy's are included for all
periods presented.

BASIS OF FINANCIAL STATEMENT PRESENTATION

The consolidated financial statements have been prepared as if Strive's
operations related to Jeremy's, Jeremy's and the LLC had operated as a single
consolidated group since inception. Any intercompany balances and transactions
have been eliminated (see Note 8).

INTERIM FINANCIAL INFORMATION

The interim financial statements as of September 30, 1999 and for the nine
months ended September 30, 1999 and 1998 are unaudited. In the opinion of
management, such statements reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the results of the
interim periods. The results of operations for the nine months ended September
30, 1999 are not necessarily indicative of the results for the entire year.

REVENUE RECOGNITION

Revenue is recognized when products are shipped to customers.

INVENTORIES

Inventories, consisting of finished goods, are stated at the lower of cost
or market, with cost determined by the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets, which
approximate five to seven years.

DEFERRED CHARGES

Deferred charges represent certain product introductory placement costs
(i.e., slotting fees) paid to customers which are incurred to develop new and
retain existing markets for products. The payment of such fees is common in the
industry. These costs are amortized using the straight-line

F-7
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

method generally over a 12-month period. Whenever events or changes in
circumstances indicate that the carrying amount of the deferred charge may not
be recoverable, the Company will recognize an impairment charge.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

INCOME TAXES

The LLC had elected to be treated as a partnership under the Internal
Revenue Code and the tax regulations in the states in which it operates. As a
result, the LLC's loss is reported on the income tax returns of the members and,
accordingly, no corporate income taxes were imposed at the Company level.

CONCENTRATION OF CREDIT RISK

The Company's financial instruments that are exposed to concentration of
credit risk consist primarily of cash, accounts receivable, trade and due from
factor.

The Company's policy is to limit the amount of credit exposure by placing
cash with financial institutions evaluated as being creditworthy. At times, the
Company's cash exceeds Federal Deposit Insurance Corporation insurance limits.

The Company attempts to minimize credit risk with respect to receivables by
reviewing customers' credit history before extending credit, and by monitoring
customers' credit exposure regularly. The Company does not generally require
collateral for its trade accounts receivable.

On May 26, 1999, the Company entered into a Factoring and Security
Agreement with a finance company whereby the Company has agreed to sell with
recourse substantially all of its receivables up to a predetermined amount as
stipulated in the Factoring and Security Agreement. The maximum amount of total
outstanding purchased receivables at any given time is $500,000. The Company is
required to remit to the finance company a factoring fee of 1.5% of the
purchased receivables at the time of sale. The agreements will be accounted for
as financing arrangements and the factoring fee will be accounted for as
interest expense. During September 1999, the Company ceased utilizing the
facility. The Company is also in violation of the factoring and security
agreement as of September 30, 1999.

ADVERTISING

Advertising costs are expensed as incurred and are included in selling
expenses. Advertising expense for the years ended December 31, 1998 and 1997
approximated $301,000 and $27,000, respectively. Advertising expense for the
nine months ended September 30, 1999 and 1998 approximated $680,000 and
$220,000, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of financial instruments including cash, accounts
receivable, accounts payable and accrued expenses approximate fair value at
December 31, 1998 and September 30, 1999, because of the relatively short
maturity of these instruments. The carrying amount of note payable, bank and
long-term debt also approximate fair value because the Company's interest rates
approximate current interest rates.

F-8
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(LOSS) PER SHARE

Net (loss) per share is based on the weighted average number of shares of
common stock outstanding during each period. Basic and diluted (loss) per share
are the same because there are no stock equivalents; and, if there were, they
would be anti-dilutive in all the periods presented because of operating losses.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Financial Instruments and for Hedging
Activities," which will be effective for fiscal year 2001. This Statement
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. The statement also requires that changes in the
derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. SFAS 133 is not anticipated to have a significant
impact on the Company's operating results or financial condition when adopted,
because the Company currently does not engage in derivative instruments.

2. GOING CONCERN

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered losses from operations since inception, including a net loss of
$956,201 for the year ended December 31, 1998. The Company has also sustained
recurring losses for the period subsequent to December 31, 1998. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

The Company's continued growth depends on additional financing.
Management's plans for the Company include raising additional working capital
through equity financing. The Company entered into a letter of intent with First
Montauk Securities Corp. ("Underwriter") relating to a proposed initial public
offering of its securities ("Initial Public Offering").

The Company's proposed Initial Public Offering ("IPO") calls for the
Company to offer for public sale up to 1,200,000 shares of common stock at an
anticipated price of $6 per share.

3. TRANSACTIONS WITH MAJOR SUPPLIERS AND CUSTOMERS

The Company purchased substantially all of its inventory from one vendor
from inception through September 1999. For the years ended December 31, 1998 and
1997, the Company had purchases from this vendor of approximately $475,000 and
$46,000, respectively. For the nine

F-9
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

3. TRANSACTIONS WITH MAJOR SUPPLIERS AND CUSTOMERS -- (CONTINUED)

months ended September 30, 1999 and 1998, total purchases from this vendor
approximated $726,000 and $198,000, respectively.

During June 1999, the Company entered into a Co-Packing Agreement (the
"Agreement") whereby the Company agreed to purchase ice cream products from a
different supplier. The term of the Agreement is the longer of two years or
until such time that the Company has purchased two million pints of ice cream.
The Company may elect to cancel this agreement on sixty days' notice at any
time. However, the Company is then required to purchase all of the
manufacturer's inventory and compensate the manufacturer for the amortized cost
of its equipment used in the production of the Company's product. These
obligations are guaranteed by a stockholder of the Company.

The following table shows the percentage of net sales to major customers:

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
--------------- ---------------
1998 1997 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Customer A............................ 15% --% 1% 12%
Customer B............................ 22 -- 21 34
Customer C............................ 11 -- -- 14
Customer D............................ 13 -- -- 14
Customer E............................ -- -- 15 --
Customer F............................ -- -- 13 --
Customer G............................ -- 37 -- --
Customer H............................ -- 25 -- --
Customer I............................ 5 24 -- 14
-- -- -- --
66% 86% 50% 88%
== == == ==
</TABLE>

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
USEFUL LIFE 1998 1999
----------- ------------ -------------
<S> <C> <C> <C>
Automobile....................... 5 Years $33,284 $18,215
Equipment........................ 5 Years 8,230 56,370
Furniture........................ 7 Years -- 8,430
------- -------
41,514 83,015
Less accumulated depreciation.... 5,482 6,735
------- -------
$36,032 $76,280
======= =======
</TABLE>

5. NOTE PAYABLE, BANK

During February 1999, the Company secured a $300,000 line of credit with a
bank, which is due in full on December 31, 1999. Interest accrues on outstanding
balances at a rate of 12.25%. The line of credit is guaranteed by the Company's
majority shareholder.

F-10
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

6. LONG-TERM DEBT

Long-term debt consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
<S> <C> <C>
$50,000 note payable to a related party, due on
December 18, 1999, including interest at 10%. The
note is guaranteed by a stockholder of the
Company............................................ $ 50,000 $ --

$50,000 note payable to an individual, due September
11, 2000, including interest at 12% (increased to
14% on September 11, 1999). The note is guaranteed
by a stockholder of the Company.................... 50,000 50,000

The Company leases certain equipment through capital
lease agreements. The Company makes minimum monthly
payments of $1,568 including interest of 18%....... -- 38,048
-------- -------
100,000 88,048
Less current maturities.............................. 50,000 63,681
-------- -------
$ 50,000 $24,367
======== =======
</TABLE>

In connection with the note payable to a related party above, the Company
issued 18,818 shares of the Company's common stock for a minimal percentage
ownership interest in the Company. The shares were deemed to have a diminimus
value, and, therefore, no amounts were assigned to them.

In connection with a note payable of $50,000 issued in December 1997 to
another related party, the Company issued 9,409 shares of the Company's common
stock for a minimal percentage ownership interest in the Company. The shares
were deemed to have a diminimus value, and, therefore, no amounts were assigned
to them. On April 28, 1998, these notes were converted for additional ownership
interest in the Company.

In October 1999, the Company issued notes payable to its chief executive
officer and chief financial officer of $40,000 and $5,000, respectively. The
proceeds of these notes were used to repay a portion of the $50,000 note to an
individual (see above). The notes to the officers are due in October 2000 and
accrue interest at 10% per annum.

In November 1999, the Company issued a note payable to a related party in
the amount of $50,000. The proceeds of these notes were used to repay
outstanding accounts payable. The note is due in November 2000 and accrues
interest at 14% per annum.

F-11
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

6. LONG-TERM DEBT -- (CONTINUED)

The total minimum capitalized lease commitments at September 30, 1999 is as
follows:

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
- ------------------------ -------
<S> <C>
1999 (three months)............................... $ 4,704
2000.............................................. 18,816
2001.............................................. 18,816
2002.............................................. 9,408
-------
51,744
Less interest..................................... (13,696)
-------
$38,048
=======
</TABLE>

Property and equipment of approximately $43,000 at September 30, 1999 is
covered by capitalized lease commitments.

7. COMMITMENTS AND CONTINGENCIES

Through April 1999, a stockholder of the Company agreed to provide office
space to the Company on a month-to-month basis at a rate of approximately $2,000
per month. On April 16, 1999, the Company entered into a new lease agreement
with an unrelated party whereby the Company leases office space on a
month-to-month basis at a monthly rate of approximately $3,000. Rent expense
approximated $23,000 and $6,900 for the years ended December 31, 1998 and 1997,
respectively. Rent expense for the nine months ended September 30, 1999 and 1998
approximated $27,000 and $16,000, respectively.

During the term of the Company's relationship with its former marketing
agency, the agency and its subcontractors created certain artwork, packaging and
other materials for the Company. The agency and its subcontractors may have the
copyright in such materials and may have the ability to prevent the Company from
continuing to use such materials if the Company defaults in its obligations to
the marketing agency.

The Company is a party to various legal proceedings in the ordinary course
of its business. The Company believes that none of the outcomes from these
proceedings are material to its financial position, results of operations and
changes in cash flows.

8. REORGANIZATION

In connection with the Company's proposed Initial Public Offering of common
stock (see Note 2), certain events have occurred or will occur (the
"Reorganization"). Prior to, or simultaneously with the closing date of the
proposed offering, the Company, JMIC, Inc. ("Merger Sub"), the LLC, and the
members of the LLC will undertake a reorganization transaction, pursuant to the
Plan of Merger and Formation, dated as of December __, 1999, among the members
of the LLC, the LLC and the Company. At the effective time of the merger, the
Merger Sub will merge with and into the LLC, the separate corporate existence of
the Merger Sub will cease and the LLC will be the surviving entity in the
merger. At that time, all of the membership interests in the LLC will be
converted automatically into 1,800,000 shares of the Company's common stock. As
a result of the Reorganization, the Company will own all of the members'
respective LLC interests and the LLC will become a wholly owned subsidiary of
the Company (see Note 1).

F-12
<PAGE>

JEREMY'S MICROBATCH ICE CREAMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(INFORMATION AS OF SEPTEMBER 30, 1999 AND FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998 IS UNAUDITED)

8. REORGANIZATION -- (CONTINUED)

The proposed Reorganization also includes provisions whereby a certain
stockholder will have the right to acquire a certain number of shares at
predetermined prices from another stockholder. Some of these rights will vest
only upon the occurrence of defined triggering events which include: (1) a
merger in which the stockholders receive cash and/or securities of another
entity; (2) the acquisition of the Company's shares in one transaction or a
series of related transactions or (3) the sale of all or substantially all of
the Company's assets in one transaction or a series of related transactions.
These triggering events are predicated on the aggregate cash and fair market
value of securities received by the Company and/or its stockholders.

9. SUBSEQUENT EVENTS

In contemplation of the IPO, the Company intends to enter into employment
agreements with two key executive officers, the terms of which are expected to
expire in December 2002. Such agreements will provide for minimum annual salary
levels of $120,000 for each officer. In addition to each executive's salary, the
Company will grant to each officer employee stock options to purchase 10,000
shares of the Company's common stock in each of January 2000, 2001 and 2002. The
stock options will have an exercise price equal to the market price of the
Company's common stock as of the date of issuance. The employee stock options
will be exercisable for five years after the date of issue and will be vested
upon issuance.

During October 1999, the Company sold 32,320 of its common stock for
$100,000 to an existing stockholder.

F-13
<PAGE>

------------------------------------------------------
------------------------------------------------------

A PROSPECTIVE INVESTOR SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS
PROSPECTUS OR IN THE COMPANY'S REGISTRATION STATEMENT FILED WITH THE SEC. THE
COMPANY AND THE UNDERWRITER HAVE NOT AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
WITH ANY OTHER INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY, ANY PERSON IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE AFTER THE DATE OF THIS PROSPECTUS.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary...................... 1
Summary Consolidated Financial Data..... 2
Risk Factors............................ 3
Forward Looking Statements.............. 6
Use of Proceeds......................... 7
Dilution................................ 9
Dividend Policy......................... 9
Capitalization.......................... 10
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 11
Our Business............................ 16
Management.............................. 22
Executive Compensation.................. 24
Principal Shareholders.................. 27
Certain Relationships and Related
Transactions.......................... 28
Description of Securities............... 30
Underwriting............................ 33
Shares Eligible for Future Sale......... 35
Legal Matters........................... 36
Experts................................. 36
Where You Can Get More Information...... 36
Index to Financial Statements........... F-1
</TABLE>

------------------

UNTIL _________, 2000 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION
TO THE OF DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

1,200,000 SHARES

$ PER SHARE

-------------------
PROSPECTUS
-------------------

FIRST MONTAUK
SECURITIES CORP.

Parkway 109 Office Center
328 Newman Springs Road
Red Bank, NJ 07701

, 1999

------------------------------------------------------
------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our bylaws require us to indemnify each person who is or was a director or
officer of Jeremy's against all expenses, liabilities, and loss actually and
reasonably incurred in connection with any civil, criminal, administrative or
investigative proceeding brought by reason of the fact that such person is or
was a director or executive officer of Jeremy's or is or was serving at our
request in certain other capacities, to the extent such person is not otherwise
indemnified and such indemnification is not prohibited by law. Under the
Delaware General Corporation Law, we may indemnify such persons if they acted in
good faith and in a manner which they reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding had no reasonable cause to believe their conduct
was unlawful. With respect to a proceeding brought in the right of Jeremy's, we
may indemnify such person if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, except that we may indemnify a person in that situation only to the
extent the Court of Chancery or other court determines that such person is
fairly and reasonably entitled to indemnification. Subject to the standards
stated in the last two sentences, our by-laws require us to advance the expense
(including attorneys' fees) incurred by such person in defending such action.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling Jeremy's
pursuant to the foregoing provisions, we are informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Estimates of fees and expenses incurred or to be incurred in connection
with the issuance and distribution of securities being registered, all of which
are being paid exclusively by the Company, other than underwriting discounts and
commissions are as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............... $ 2,977
Underwriter's Expense Allowance............................. 216,000
National Association of Securities Dealers filing fee....... 1,500
Nasdaq and Exchange filing fees*............................ 14,000
State Securities Laws (Blue Sky) fees and expenses*......... 25,000
Printing and mailing costs and fees*........................ 30,000
Legal fees and costs*....................................... 100,000
Accounting fees and costs*.................................. 80,000
Transfer Agent fees*........................................ 5,000
Miscellaneous expenses*..................................... 5,523
--------
Total..................................................... $480,000
========
</TABLE>

- ------------------
*Estimated

II-1
<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Contemporaneously with closing of this offering, all of the membership
interests in Jeremy's Microbatch(Registered) Ice Creams, LLC (the "LLC"), will
be converted into 1,800,000 shares of Jeremy's Microbatch(Registered) Ice
Creams, Inc. This transaction will be exempt from registration under Section
4(2) of the Securities Act of 1933. No public solicitation was employed and the
purchasers represented that they were acquiring the shares with investment
intent.

In October, 1999, we issued a $40,000 Promissory Note to our President and
a $5,000 Promissory Note to our Chief Financial Officer in exchange for loans in
the same amounts. In November, 1999, we issued a $50,000 Promissory Note to our
major shareholder, Strive, Inc. These transactions were exempt from registration
under Section 4(2) of the Securities Act because the investors were our
executive officers and significant shareholders and acquired the Notes with
investment intent.

In December, 1998, the LLC issued a $50,000 Promissory Note to Stanley
Osofsky in exchange for a loan in that amount. This transaction was exempt from
registration under Section 4(2) of the Securities Act of 1933 based upon the
sophistication of the single investor, his investment intent, and the lack of
any public solicitation.

From January 1, 1998 through the date of this Registration Statement, the
LLC received an aggregate of $2,600,000 in investment from Bluestem Capital
Partners, II, L.P., $150,000 in investment from MBCP-I, L.P. and a $100,000
investment from Christopher Coons. All of these investments were made in
exchange for membership interests in the LLC. These transactions were exempt
from registration under Section 4(2) of the Securities Act of 1933 as no public
solicitation was employed, the investors were sophisticated and acquired the
interests with investment intent. In addition, Mr. Coons was, at the time of his
investment, a member of the LLC's Board of Managers and principals of Bluestem
and MBCP-I, L.P. were on the LLC's Board of Managers.

With respect to each of the transactions described above, the issuer
determined that each purchaser had sufficient sophistication as to not require
the protection of registration under the Securities Act, and each purchaser had
access to the type of information which would be found in a registration
statement.

ITEM 27. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
1.1 Form of Underwriting Agreement between Jeremy Microbatch Ice
Creams, Inc. and First Montauk Securities Corp.*
1.2 Form of Underwriter's Warrant Agreement and Form of Warrant
Certificate*
1.4 Form of Consulting Agreement with Underwriter*
3.1 Articles of Incorporation and Amendments thereto*
3.2 Bylaws*
3.3 Form of Specimen Common Stock Certificate
3.4 Proposed form of 1999 Stock Option Plan
5.0 Form of Opinion of Eckert Seamans Cherin & Mellott, LLP*
10.1 Form of Employment Agreement between Jeremy's
Microbatch(Registered) Ice Creams, Inc. and Jeremy D. Kraus
10.2 Form of Employment Agreement between Jeremy's
Microbatch(Registered) Ice Creams, Inc. and Samuel V. Cohen
10.3 Plan of Merger and Formation among Jeremy's
Microbatch(Registered) Ice Creams, LLC, Jeremy's
Microbatch(Registered) Ice Creams, Inc, Strive, Inc. and
Bluestem Capital Partners II, L.P.
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
10.4 Co-Packing Agreement between Jeremy Microbatch(Registered)
Ice Creams, Inc. and Roney Oatman, Inc.
10.5 Promissory Notes from the Company to Jeremy D. Kraus and
Jeffrey Rosen.*
10.6 Promissory Note from Jeremy's to Weightman Group, Inc.
24.1 Consent of BDO Seidman, LLP
24.2 Consent of Eckert Seamans Cherin & Mellott, LLC (contained
in Exhibit 5.0).
27 Financial Data Schedule
</TABLE>

- ------------------
*Previously Filed

ITEM 28. UNDERTAKINGS.

The Registrant hereby undertakes the following:

(a)(1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or event which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(a)(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(a)(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(d) Will provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.

(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore,
unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

(f)(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has authorized this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, in Philadelphia, Pennsylvania, on December 15, 1999.

JEREMY'S MICROBATCH ICE CREAMS, INC.

By: /s / JEREMY D. KRAUS
-------------------------------------
Jeremy D. Kraus
Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s / JEREMY D. KRAUS Chief Executive Officer, President December 15, 1999
- ----------------------------------- and Director
Jeremy D. Kraus

/s / SAMUEL V. COHEN Chief Operating Officer, Secretary December 15, 1999
- ----------------------------------- and Director
Samuel V. Cohen

/s / JEFFREY S. ROSEN Chief Financial Officer and December 15, 1999
- ----------------------------------- Principal Accounting Officer
Jeffrey S. Rosen

/s / PAUL SCHOCK Director December 15, 1999
- -----------------------------------
Paul Schock

/s / STEVEN KIRBY Director December 15, 1999
- -----------------------------------
Steven Kirby
</TABLE>

II-4

EXHIBIT 3.3

Number [Logo] Shares

- -------- ----------

JEREMY'S MICROBATCH ICE CREAMS, INC
Incorporated Under the Laws of the State of Delaware.

See Reverse Side For CUSIP __________
Certain Definitions

COMMON STOCK.

Authorized Capitalization: 5,000,000 Shares of Common Stock
500,000 Shares of Preferred Stock

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE,
OF Jeremy's Microbatch Ice Creams, Inc., transferrable only on the books of the
Corporation by the holder hereof in person or by his or her duly authorized
attorney, on surrender of this Certificate properly endorsed.

This certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar of the corporation.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers

Dated:______________________ GEN TRAK, INC.

----------------- --------------
Secretary President

Countersigned and registered
StockTrans, Inc.
Transfer Agent and
Registrar

By:___________________________
Authorized Signature

<PAGE>

[REVERSE OF COMMOIN STOCK CERTIFICATE]

JEREMY'S MICROBATCH ICE CREAMS, INC.

The Corporation will furnish without charge a statement of the powers,
designations, preferences and relative participating , optional or other special
rights of each class of shares or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

The following abbreviations when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT_________ Custodian _________
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right of
survivorship and not as tenants Act _______________________
in common (State)

UNIF TRANS MIN ACT _________ Custodian ____________ under Uniform Transfers to Minors Act of
(Cust) (Minor)
- -----------------------
(State)
</TABLE>

Additional abbreviations may also
be Used though not in the above list

For Value Received ____________________________ hereby sell, assign and
transfer unto

Please insert Social Security or Other
Identifying Number of Assignee

- ---------------------------------------

- --------------------------------------------------------------------------------
Please print or typewrite name and address, including the zip code of assignee
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

_________________________________________________________________________Shares
represented by the within Certificate, and do hereby irrevocably constitute and
apppoint
_______________________________________________________________________Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the _________________.

<PAGE>

NOTICE:________________________________________
The signatures to this Assignment must
correspond with the name(s) upon the
face of this Certificate in every
particular without alteration or
enlargement or any change whatsoever.

SIGNATURES GUARANTEED:____________________________________
The signature must be guaranteed by
an eligible Guarantor institution
banks, stockbrokers, savings And loan
associations and credit unions with
Membership in an approved signature
guarantee medallion program pursuant
to SEC Rule 17Ad-15

KEEP THIS CERTIFICATE IN A SAFE PLACE IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE BANK WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.

EXHIBIT 3.4

JEREMY'S MICROBATCH ICE CREAMS, INC.
1999 STOCK OPTION PLAN

1. PURPOSE. The Plan is intended as an additional incentive to key
employees, consultants and independent contractors (together, the "Optionees")
to enter into or remain in the service or employ of JEREMY'S MICROBATCH ICE
CREAMS, INC, a Delaware corporation (the "Company"), or any Affiliate (as
defined below) of the Company, and to devote themselves to the Company's success
by providing them with an opportunity to acquire or increase their proprietary
interest in the Company through receipt of rights (the "Options") to acquire the
Company's Common Stock, par value $.01 per share (the "Common Stock"). Each
Option granted under the Plan to a person who is employed by the Company or an
Affiliate is intended to be an incentive stock option ("ISO") within the meaning
of section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"),
for federal income tax purposes, except to the extent (i) any such ISO grant
would exceed the limitation of subsection 6(a) below, or (ii) any Option is
specifically designated at the time of grant (the "Grant Date") as not being an
ISO. No Option granted to a person who is not an employee of the Company or any
Affiliate on the Grant Date, or is not identified as an ISO in the Option
Documents (as hereinafter defined), shall be an ISO.

For purposes of the Plan, the term "Affiliate" shall mean a corporation
which is a parent corporation or a subsidiary corporation with respect to the
Company within the meaning of section 424(e) or (f) of the Code.

2. ADMINISTRATION. The Plan shall be administered by the Board of Directors
of the Company, without participation by any director on any matter pertaining
to him, provided that any director may join in a written consent to action
signed by all directors notwithstanding that such action pertains to such
director, in whole or in part. The Board of Directors may appoint a Stock Option
Committee composed of three or more of its members to operate and administer the
Plan in its stead. The Stock Option Committee or the Board of Directors in its
administrative capacity with respect to the Plan is referred to herein as the
"Committee."

The Committee shall hold meetings at such times and places as it may
determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be the valid acts of the Committee.

The Committee shall from time to time at its discretion grant Options
pursuant to the terms of the Plan. The Committee shall have plenary authority to
determine the Optionees to whom and the times at which Options shall be granted,
the number of Option Shares (as defined in Section 4 below) to be covered by
such Options and the price and other terms and conditions thereof,

<PAGE>

including a specification with respect to whether an Option is intended to be an
ISO, subject, however, to the express provisions of the Plan. In making such
determinations the Committee may take into account the nature of the Optionee's
services and responsibilities, the Optionee's present and potential contribution
to the Company's success and such other factors as it may deem relevant. The
interpretation and construction by the Committee of any provision of the Plan or
of any Option granted under it shall be final, binding and conclusive.

No member of the Board of Directors or the Committee shall be personally
liable for any action or determination made in good faith with respect to the
Plan or any Option granted under it, nor shall any member of the Board of
Directors or Committee be liable for any act or omission of any other member of
the Committee or for any omission on his own part, including but not limited to
the exercise of or the failure to exercise any power or discretion given to him
under the Plan, except that this section shall not absolve any member of
personal responsibility for liabilities which arises out of or result from (i)
an intentional infliction of harm on the Company or its shareholders, (ii)
intentional violation of criminal law, (iii) acts or omissions that would result
in liability under Section 174 of the Delaware General Corporation Law, and (iv)
the receipt of an improper personal financial benefit, to the extent of the
amount of such benefit. The foregoing is in addition to any limitation on
liability contained in the Company's Certificate of Incorporation, as it may be
amended from time to time.

In addition to such other rights of indemnification as he may have as a
member of the Board of Directors or the Committee, pursuant to bylaws, contract,
statute or otherwise, and with respect to the administration of the Plan and the
granting of Options under it, each member of the Board of Directors and of the
Committee shall be entitled without further action on his part to indemnity from
the Company for all expenses (including the amount of judgment and the amount of
approved settlements made with a view to the curtailment of costs of litigation,
other than amounts paid to the Company itself) reasonably incurred by him in
connection with or arising out of any action, suit or proceeding with respect to
the administration of the Plan or the granting of Options under it in which he
may be involved by reason of his being or having been a member of the Board of
Directors or the Committee, whether or not he continues to be such member of the
Committee at the time of the incurring of such expenses; provided, however, that
such indemnity shall not include any expenses incurred by such member of the
Board of Directors or Committee: (i) in respect of matters as to which he shall
be finally adjudged in such action, suit or proceeding to have been guilty of
gross negligence or willful misconduct in the performance of his duties as a
member of the Board of Directors or the Committee; or (ii) in respect of any
settlement amount in excess of an amount approved by the Company on the advice
of its legal counsel; and provided further that no right of indemnification
hereunder shall be available to or accessible by any such member of the
Committee unless within a reasonable time after institution of any such action,
suit or proceeding (which shall be no later than the earlier of ten (10) days
prior to the date that any responsive pleading or other action in response to
the institution of any such proceeding is due, or ten (10) days after he has
actual notice of the institution of such proceeding) he shall have offered the
Company in writing the opportunity to handle and defend such action, suit or
proceeding at its own expense. The foregoing right of indemnification shall
inure to the benefit of the heirs, executors or

-2-
<PAGE>

administrators of each such member of the Board of Directors or the Committee
and shall be in addition to all other rights to which such member of the Board
of Directors or the Committee would be entitled to as a matter of law, contract
or otherwise.

3. ELIGIBILITY. All key employees of the Company or its Affiliates (who may
also be directors of the Company or its Affiliates) shall be eligible to receive
Options hereunder, and such Options may be either ISOs or Options which are not
ISOs (hereinafter, "Nonqualified Options"). Consultants, independent contractors
and directors of the Company shall be eligible to receive Nonqualified Options
hereunder. The Committee, in its sole discretion, shall determine whether an
individual qualifies as an employee or an Optionee. An Optionee may receive more
than one Option.

4. OPTION SHARES. The aggregate maximum number of shares of the Common
Stock for which Options may be granted under the Plan is Three Hundred Thousand
(300,000) shares (the "Option Shares"), which number is subject to adjustment as
provided in Section 8(b). Option Shares shall be issued from authorized and
unissued Common Stock or Common Stock held in or hereafter acquired for the
treasury of the Company. If any outstanding Option granted under the Plan
expires, lapses or is terminated for any reason, the Option Shares allocable to
the unexercised portion of such Option may again be the subject of an Option
granted pursuant to the Plan.

5. TERM OF PLAN. The Plan is adopted by the Board of Directors effective as
of December 6, 1999, but shall terminate (a) on the first anniversary of the
Effective Date unless the Plan is approved by the stockholders of the Company as
set forth in section 422(b)(1) of the Code, and (b) if the Plan is so approved,
on the tenth anniversary of the Effective Date. Notwithstanding anything to the
contrary herein or in any Option Document (as hereinafter defined), all Options
granted hereunder shall be Nonqualified Options if the Plan is not approved by
shareholders of the Company prior to the first anniversary of the Effective
Date.

6. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan
shall be evidenced by written documents (the "Option Documents") in such form as
the Committee shall from time to time approve, which Option Documents shall
comply with and be subject to the following terms and conditions and with any
other terms and conditions (including vesting schedules for the exercisability
of Options) which the Committee shall from time to time provide which are not
inconsistent with the terms of the Plan.

A. NUMBER OF OPTION SHARES. Each Option Document shall state the number of
Option Shares to which it pertains. In no event shall the aggregate fair market
value, as of the Grant Date, of Option Shares with respect to which an ISO is
exercisable for the first time by the Optionee during any calendar year (under
all incentive stock option plans of the Company or its Affiliates) exceed
$100,000.

B. OPTION PRICE. Each Option Document shall state the price at which Option
Shares may be purchased (the "Option Price"), which, for any ISO, shall be at
least 100% of the fair

-3-
<PAGE>

market value of the Common Stock on the date the option is granted as determined
by the Committee; provided, however, that if an ISO is granted to an Optionee
who then owns, directly or by attribution under section 424(b) of the Code,
shares possessing more than ten percent of the total combined voting power of
all classes of stock of the Company or an Affiliate, then the ISO Option Price
shall be at least 110% of the fair market value of the Option Shares on the
Grant Date. The Option Price of Nonqualified Options may be below 100% of the
fair market value of the Common Stock on the Grant Date. The fair market value
of the Common Stock shall be as determined by the Committee, provided that the
fair market value of the Common Stock on the Grant Date in respect of the grant
of an ISO shall be determined in accordance with Section 422(b)(4) of the Code
and Regulations hereunder.

C. MEDIUM OF PAYMENT. An Optionee shall pay for Options Shares (i) in cash,
(ii) by certified check payable to the order of the Company, or (iii) by such
other mode of payment as may be set forth in an Option Document or which the
Committee may approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board.

D. TERMINATION OF OPTIONS. No Option shall be exercisable after the first
to occur of the following:

(i) Expiration of the Option term specified in the Option Documents
pertaining thereto, which shall not exceed ten years from the date of grant
(or five years from the date of grant in the case of an ISO if, on such
date the Optionee owns, directly or by attribution under section 424(b) of
the Code, shares possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or an
Affiliate);

(ii) If the Optionee is an employee of the Company or an Affiliate,
expiration of three months (or such shorter period as the Committee may
select) from the date the Optionee's employment with the Company or its
Affiliates terminates for any reason other than (A) disability (within the
meaning of section 22(e)(3) of the Code) or death, or (B) circumstances
described by subsection (d)(v), below; or expiration of one year from the
date the Optionee's employment with the Company or its Affiliates
terminates by reason of the Optionee's disability (within the meaning of
section 22(e)(3) of the Code) or death;

(iii) The date, if any, fixed by the Committee as an accelerated
expiration date in the event of a "Change in Control" described in
sub-Section 6(e)(i) and (ii) below, provided an Optionee who holds an
Option affected by such acceleration of expiration date is given written
notice at least sixty (60) days before the date so fixed;

(iv) The date set by the Committee to be an accelerated expiration
date after a finding by the Committee that a change in the financial
accounting treatment for Options from that in effect on the date the Plan
was adopted adversely affects or, in the determination of the Committee,
may adversely affect in the foreseeable future, the Company, provided that
(A) an

-4-
<PAGE>

Optionee who holds an Option affected by such acceleration of expiration
date is given written notice at least sixty (60) days before the date so
fixed, and (B) the Committee may take whatever other action, including
acceleration of any exercise provisions, it deems necessary or appropriate
should it make the determination referred to hereinabove; or

(v) A finding by the Committee, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee
has been discharged from employment or service with the Company or an
Affiliate for Cause. For purposes of this Section, "Cause" shall mean: (A)
a breach by Optionee of his employment or service agreement with the
Company or an Affiliate, (B) a breach of Optionee's duty of loyalty to the
Company or an Affiliate, including without limitation any act of
dishonesty, embezzlement or fraud with respect to the Company or an
Affiliate, (C) the commission by Optionee of a felony, a crime involving
moral turpitude or other act causing material harm to the Company's or an
Affiliate's standing and reputation, (D) Optionee's continued failure to
perform his duties to the Company or an Affiliate or (E) unauthorized
disclosure of trade secrets or other confidential information belonging to
the Company or an Affiliate. In the event of a finding that the Optionee
has been discharged for Cause, in addition to immediate termination of the
Option, the Optionee shall automatically forfeit all Option Shares for
which the Company has not yet delivered the share certificates upon refund
of the Option Price; provided, however, that, with respect to any
Non-Qualified Option, the Committee may provide other and additional terms
and conditions in the Option Document which are expressly or by implication
at variance with the above terms and conditions, in which case the terms
and conditions set forth in the Option Documents shall be controlling.

E. CHANGE OF CONTROL. In the event of a Change in Control (as defined
below), the Committee may take whatever action with respect to the Options
outstanding it deems necessary or desirable, including, without limitation,
accelerating the vesting, expiration or termination dates in the respective
Option Documents to a date no earlier than thirty (30) days after notice of such
acceleration is given to the Optionee; provided, however, that (x) the Committee
shall not accelerate the expiration or termination date of any outstanding
option except in the case of a Change in Control as described in sub-Sections
(i) or (ii) below, and (y) the Committee may provide in the Option Documents
other and additional terms and conditions of such Option which are applicable if
a Change of Control occurs, including terms and conditions which limit the
Committee's discretion under this section. A Change of Control shall be deemed
to have occurred upon the earliest to occur of the following events:

(i) the date the stockholders of the Company (or the Board of
Directors, if stockholder action is not required) approve a plan or other
arrangement pursuant to which the Company will be dissolved or liquidated;

(ii) the date the stockholders of the Company (or the Board of
Directors, if stockholder action is not required) approve a definitive
agreement to sell or otherwise dispose of substantially all of the assets
of the Company;

-5-
<PAGE>

(iii) the date the stockholders of the Company (or the Board of
Directors, if stockholder action is not required) and the stockholders of
the other constituent corporation (or its board of directors if stockholder
action is not required) have approved a definitive agreement to merge or
consolidate the Company with or into such other corporation, other than, in
either case, a merger or consolidation of the Company in which holders of
shares of the Common Stock immediately prior to the merger or consolidation
will hold at least a majority of the ownership of common stock of the
surviving corporation (and, if one class of common stock is not the only
class of voting securities entitled to vote on the election of directors of
the surviving corporation, a majority of the voting power of the surviving
corporation's voting securities) immediately after the merger or
consolidation, which common stock (and, if applicable, voting securities)
is to be held in the same proportion as such holders' ownership of Common
Stock immediately before the merger or consolidation;

(iv) the date any entity, person or group, (within the meaning of
Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of
1934, as amended), other than (A) the Company or any of its subsidiaries or
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its subsidiaries or (B) any person who, on the date the
Plan is effective, shall have been the beneficial owner of at least twenty
percent (20%) of the outstanding Common Stock, shall have become the
beneficial owner of, or shall have obtained voting control over, more than
fifty percent (50%) of the outstanding shares of the Common Stock; or

(v) the first day after the first anniversary of the adoption of this
Plan by the Board of Directors a majority of the directors comprising the
Board of Directors shall have been members of the Board of Directors for
less than twenty-four (24) months, unless each director who was not a
director at the beginning of such twenty-four (24) month period was either
appointed or nominated for election with the approval of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period.

F. TRANSFERS. No Option granted under the Plan may be transferred, except
by will or by the laws of descent and distribution and, in the case of a
Non-Qualified Option, as expressly set forth in the Option Documents. During the
lifetime of the person to whom an Option is granted, such Option may be
exercised only by the Optionee.

G. OTHER PROVISIONS. The Option Documents shall contain such other
provisions including, without limitation, additional restrictions upon the
exercise of the Option or additional limitations upon the term of the Option, as
the Committee shall deem advisable.

H. AMENDMENT. Subject to the provisions of the Plan, the Committee shall
have the right to amend Option Documents issued to such Optionee, subject to the
Optionee's consent if such amendment is not favorable to the Optionee except
that the consent of the Optionee shall not be required for any amendment made
under subsection 6(e) above.

-6-
<PAGE>

7. EXERCISE. No Option shall be deemed to have been exercised prior to the
receipt by the Company of written notice of such exercise and of payment in full
of the Option Price for the Option Shares to be purchased. Each such notice
shall specify the number of Option Shares to be purchased and shall satisfy the
securities law requirements set forth in this Section 7.

Each exercise notice shall (unless the Option Shares are covered by a then
current registration statement or a Notification under Regulation A under the
Securities Act of 1933 (the "Act")), contain the Optionee's acknowledgment in
form and substance satisfactory to the Company that (i) such Option Shares are
being purchased for investment and not for distribution or resale (other than a
distribution or resale which, in the opinion of counsel satisfactory to the
Company, may be made without violating the registration provisions of the Act),
(ii) the Optionee has been advised and understands that (A) the Option Shares
have not been registered under the Act and are "restricted securities" within
the meaning of Rule 144 under the Act and are subject to restrictions on
transfer and (B) the Company is under no obligation to register the Option
Shares under the Act or to take any action which would make available to the
Optionee any exemption from such registration, (iii) such Option Shares may not
be transferred without compliance with all applicable federal and state
securities laws, and (iv) an appropriate legend referring to the foregoing
restrictions on transfer and any other restrictions imposed under the Option
Documents may be endorsed on the certificates. Notwithstanding the above, should
the Company be advised by counsel that the issuance of Option Shares upon the
exercise of an Option should be delayed pending (A) registration under federal
or state securities laws or (B) the receipt of an opinion that an appropriate
exemption therefrom is available, (C) the listing or inclusion of the shares on
any securities exchange or in an automated quotation system or (D) the consent
or approval of any governmental regulatory body whose consent or approval is
necessary in connection with the issuance of such Option Shares, the Company may
defer the exercise of any Option granted hereunder until either such event in A,
B, C or D has occurred.

8. ADJUSTMENTS ON CHANGES IN COMMON STOCK.

a. In case the Company shall (i) declare a dividend or make a distribution
on outstanding shares of its Common Stock in shares of Common Stock, (ii)
subdivide or reclassify the outstanding shares of its Common Stock into a
greater number of shares, or (iii) combine or reclassify the outstanding shares
of its Common Stock into a lesser number of shares, the number of Option Shares
subject to outstanding Options shall be increased or decreased in proportion to
the increase or decrease, as the case may be, in the total number of outstanding
shares of Common Stock of the Company as a result of such subdivision,
combination or reclassification. Such adjustment shall be effective as of the
record date of such subdivision, combination or reclassification. Adjustments
hereunder shall be made successively whenever any event specified above shall
occur.

b. The aggregate number of shares of Common Stock as to which Options may
be granted hereunder shall be adjusted in proportion to any adjustment made in
the number of Option Shares covered by outstanding Options pursuant to Section
8(a) above.

-7-
<PAGE>

c. In case of any reclassification, recapitalization or other change in the
capital structure of the Company affecting its Common Stock, other than a change
in par value, or from par value to no par value, or as a result of a subdivision
or combination, but including any change in the Common Stock into two or more
classes or series of shares), the Optionee shall have the right thereafter to
receive upon exercise of this Option solely the kind and amount of shares of
stock and other securities, property, cash or any combination thereof receivable
in connection with such reclassification, recapitalization or other change by a
holder of a number of shares of Common Stock equal to the number of Option
Shares for which this Option might have been exercised immediately prior to such
event.

d. In case of a Change of Control of the Company involving a consolidation
with or merger of the Company into another corporation (other than a merger of
consolidation in which the Company is the continuing or surviving corporation),
the Optionee shall have the right thereafter to receive upon exercise of the
Option solely the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such consolidation,
merger, sale, lease or conveyance by a holder of a number of shares of Common
Stock equal to the number of Option Shares for which this Option might have been
exercised immediately prior to such consolidation or merger.

9. AMENDMENT OF THE PLAN. The Board of Directors may amend the Plan from
time to time in such manner as it may deem advisable, subject to compliance with
applicable corporate laws, securities laws and exchange requirements.
Notwithstanding the foregoing, any amendment which would change the class of
individuals eligible to receive an ISO, extend the expiration date of the Plan,
decrease the Option Price of an ISO granted under the Plan or increase the
maximum number of shares as to which Options may be granted will only be
effective if such action is approved by a majority of the outstanding voting
stock of the Company within twelve months before or after such action.

10. CONTINUED EMPLOYMENT. The grant of an Option pursuant to the Plan shall
not be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Company or any Affiliate to retain the Optionee in
the employ of the Company or an Affiliate, as a member of the Board of
Directors, as an independent contractor or in any other capacity.

11. WITHHOLDING OF TAXES. Whenever the Company proposes or is required to
issue or transfer Option Shares, the Company shall have the right to (a) require
the recipient or transferee to remit to the Company an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements prior to
the delivery or transfer of any certificate or certificates for such Option
Shares or (b) take whatever action it deems necessary to protect its interests.

12. ASSUMPTION BY SUCCESSORS. Any agreement providing for a Change of
Control involving a consolidation with or merger into another corporation (other
than a merger or consolidation in which the Company is the continuing or
surviving corporation) shall make express,

-8-
<PAGE>

effective provisions for the assumption of the Company's obligations under this
Plan by the surviving or continuing corporation, and/or by the parent of the
surviving or continuing corporation in the case of a "triangular" merger in
which holders of the Company's Common Stock receive securities of such parent
corporation in exchange for or in conversion of the Company's Common Stock.

-9-

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made this ____ day of December, 1999 for a term to begin on
January 1, 2000, by and between Jeremy's Microbatch Ice Creams, Inc., a Delaware
corporation (hereinafter called "Company"), and Jeremy D. Kraus, an individual
(hereinafter called "Employee").

W I T N E S S E T H:

Employee is currently employed as the President and Chief Executive Officer
of the Company. Company wishes to continue to employ Employee and Employee
wishes to continue such employment on the terms and conditions contained in this
Agreement.

NOW THEREFORE, in consideration of the facts, mutual promises and covenants
contained herein and intending to be legally bound hereby, Company and Employee
agree as follows:

1. Employment. Company hereby employs Employee and Employee hereby accepts
employment by Company for the period and upon the terms and conditions contained
in this Agreement.

2. Office and Duties.

(a) Employee shall service Company as its President and Chief Executive
Officer and shall have such authority and responsibilities as typically accorded
a President and Chief Executive Officer subject to such further duties and
responsibilities granted and restrictions imposed by Company's Board of
Directors, provided that such duties, responsibilities and restrictions are
generally consistent with the position of a President and Chief Executive
Officer in similarly situated companies. Employee shall report directly to the
Board of Directors of the Company. During the term of this Agreement, Employee
shall also provide services to Company's subsidiaries, if any, without
additional compensation, from time to time as determined by the Board of
Directors.

(b) Throughout the term of this Agreement, Employee shall devote his best
efforts and skill to the performance of his duties hereunder in a manner which
will faithfully and diligently further the business and interest of Company.
Employee shall at all times comply with the policies and procedures adopted by
the Company, including those relating to conflicts of interest, to the extent
they are not contradicted by the express terms of this Agreement.

(c) During the term of this Agreement, the Company shall provide Employee
with facilities and staff services reasonably sufficient to discharge his
duties. During the term of this Agreement, the Company's principal office where
Employee is required to perform his duties shall be within the City of
Philadelphia, Pennsylvania or within ten miles of that city, unless Employee
consents to another location

(d) Employee represents to the Company that he is not subject or a party to
any agreement, instrument or restriction which would prohibit, or be violated
by, his execution of this Agreement or the performance of his duties under this
Agreement, or which would in any manner, directly or indirectly, limit or affect
the duties and responsibilities which may now or in the future be assigned to
Employee.

3. Term. This Agreement shall be for a term of three (3) years, commencing
on January 1, 2000, and ending on December 31, 2002, unless sooner terminated as
provided in this Agreement. Unless either party elects to terminate this
Agreement at the end of the original or

<PAGE>

any renewal term by giving the other party notice of such election at least
thirty (30) days before the expiration of the then current term, this Agreement
shall be deemed to have been renewed for an additional term of one (1) year
commencing on the day after the expiration of the then current term.

4. Compensation.

(a) For all of the services rendered by Employee to Company and its
subsidiaries, Employee shall receive an annual base salary in the following
amounts:

(i) In the calendar year ending December 31, 2000, One hundred Twenty
Thousand Dollars ($120,000).

(ii) In the calendar year ending December 31, 2001, One hundred Thirty
Thousand Dollars ($130,000).

(iii) In the calendar year ending December 31, 2002, One hundred Forty
Thousand Dollars ($140,000).

Such base salary shall be paid in periodic installments consistent with the
payment of the Company's other employees.

(b) In addition to Employee's salary, the Company will grant Employee stock
options (the "Stock Options") to purchase 10,000 shares of the Company's common
stock on each of January ___, 2000, 2001 and 2002. The stock options will have
an exercise price equal to the market price of the Company's common stock on the
date of issuance. The Stock Options will be exercisable for five (5) years after
the date of issue. The Stock Options will be vested upon issuance, but will
become void if Employee is terminated for "Cause" pursuant to Sections 9 and 10
of this Agreement. The Stock Options will not be transferable during Employee's
lifetime, but will be transferable in the event of Employee's death. The other
terms of the options will be consistent with the terms generally contained in
non-qualified stock options for executive officers. Market price of the common
stock shall be determined by the provisions of the Stock Option documents,
provided that the determination of market price must include an average of at
least ten trading days no more than 30 days prior to the date for which the
determination is made. If there is no market price of the common stock on
January __, 2000, the market price shall be deemed to the initial public
offering price of the common stock.

(c) Throughout the term of this Agreement and as long as they are kept in
force by Company, Employee shall be entitled to participate in and receive such
employee benefits as may now or hereafter be adopted or maintained by the
Company for the benefit of its employees generally or executive officers
specifically. Employee will submit to any required examinations and will exeucte
and assign and/or deliver such applications and policies necessary to effectuate
any insurance benefits provided herein.

(d) All references in this Agreement to compensation to be paid to the
Employee are to the gross amounts thereof which are due hereunder before
deductions for taxes and similar items. The Company shall have the right to
deduct therefrom all taxes and all other amounts which may be required to be
deducted or withheld under any provision of the law (including, but not limited
to, social security payments, income tax withholding and any other deduction
required by law) now in effect or which may become effective at any time during
the term of this Agreement.

5. Vacation and Personal Days. Employee shall be entitled to 15 business
days of vacation and business days of personal or sick leave as required in each
consecutive twelve

Page 2
<PAGE>

month period commencing on the date hereof. Accrual of vacation time and
scheduling of vacation time shall be subject to the personnel policies adopted
by Company.

6. Expenses. Company will reimburse Employee for all reasonable expenses
incurred by Employee in connection with the performance of Employee's duties
hereunder upon receipt of vouchers therefor, and in accordance with the
Company's reimbursement policies from time to time.

7. Disability.

(a) If Employee becomes unable to perform his duties hereunder due to
partial or total disability or incapacity resulting from a mental or physical
illness or injury, Company will continue the payment of Employee's base salary
at its then current rate for a period of 12 weeks following the date Employee is
first unable to perform his duties due to such disability or incapacity.
Thereafter, Company shall have no obligation for base salary or other
compensation payments to Employee during the continuance of such disability or
incapacity other than such as may be available under any disability policy or
other benefit plan in which Employee is a beneficiary or participant pursuant to
subparagraph 4(d).

(b) If Employee is unable to perform his duties hereunder due to partial or
total disability or incapacity resulting from a mental or physical illness or
injury for a period of one hundred twenty (120) consecutive calendar days or for
a period of two hundred ten (210) calendar days during any twelve-month period,
Company shall have the right to terminate this Agreement, in which event Company
shall have no further obligations or liabilities hereunder after the date of
such termination other than such as may be available under any disability policy
or other benefit plan in which Employee is a beneficiary or participant pursuant
to subparagraph 4(d).

8. Death. This Agreement shall terminate immediately upon Employee's death,
and Company shall have no further obligations or liabilities hereunder to
Employee's estate or legal representative or otherwise except for payment of all
compensation accrued through the date of Employee's death

9. Termination for Cause. (a) If the Board of Directors of the Company
determines in good faith that there is Cause (as hereinafter defined) for the
termination of Employee's employment, the Company may, at any time upon five (5)
days written notice to Employee, terminate this Agreement and Employee's
employment. For purposes of this Agreement, "Cause" shall mean:

(i) continuing willful neglect by Employee of his duties hereunder
except due to illness, accident or other disability;

(ii) willful disregard for or willful violation of any material law,
governmental rule or regulation applicable to the operation of the business
of the Company which has subjected the Company or is likely to subject the
Company to loss;

(iii) Employee' breach of duty to the Company involving personal
profit to Employee or his family or usurpation of an opportunity available
to the Company by Employee to the material detriment of the Company;

(iv) the conviction of Employee for a felony, or any other crime which
is not a felony but involves moral turpitude

Page 3
<PAGE>

(v) a material breach of any of the terms or covenants contained in
this Agreement;

(vi) any misappropriation of funds, theft, embezzlement or fraud by
Employee involving the Company, or any of its affiliates, customers or
suppliers.

(vii) Without limiting any of the foregoing, if Employee is found by a
court or arbitrator to have sexually harassed any employee of the Company
or Employee admits to such sexual harassment.

(viii) The conviction of Employee for the violation of any state or
federal law relating to the regulation of securities, or a final judgment
is entered by a court of competent jurisdiction in a civil case finding
Employee liable for his violation of any law or regulation relating to the
regulation of securities.

(b) Upon termination for Cause, Employee shall have no right to
compensation or other benefits for any period after such date of termination.
The Company shall have the right to offset any damages caused to Company by
Employee against any amounts owing to Employee.

10. Procedure Upon Termination by Company for Cause. Notwithstanding the
foregoing, termination by the Company for Cause shall not be effective until and
unless

(i) notice of intention to terminate for Cause has been given by the
Company within 30 days after the Company learns of the act, failure or
event constituting "Cause" under Section, and

(ii) the Board of Directors has voted (at a meeting of the Board duly
called and held as to which termination of Employee is an agenda item) by a
majority vote to terminate Employee for Cause after Employee has been given
notice of the particular acts or circumstances which are the basis for the
termination for Cause and has been afforded at least five (5) days notice
of the meeting and an opportunity to attend such meeting with counsel and
present his position orally and/or in writing and the Board has given
notice of termination to Employee within three (3) days thereafter. The
termination of Employee's employment shall be effective immediately upon
receipt of such notice but shall not be deemed a termination of employment
for Cause unless and until all of the conditions set forth in clauses (i)
through (iii) hereof have occurred, and

(iii) if Employee has commenced arbitration in the manner prescribed
in this Agreement within 20 days after such notice of termination,
disputing the Company's right under this Agreement to terminate for Cause,
the Arbitrator shall thereafter have determined that the Employee was
terminated for Cause. If the Arbitrator declines to rule that the Employee
was terminated for Cause, the Employee shall be treated as having been
terminated without cause and the Employee shall be entitled to receive the
Severance Benefit pursuant to Section 11.

11. Termination by Employee; Termination by Company Without Cause.

(a) Employee shall have the right to terminate this Agreement upon ten (10)
days written notice to the Company if the Company fails to timely pay any items
of cash compensation due to Employee which in the aggregate exceed five thousand
dollars ($5,000),

Page 4
<PAGE>

and the Company does not completely cure such failure within the ten day notice
period. Employee shall have the right to terminate this Agreement upon thirty
(30) days written notice if the Company shall be in material breach of this
Agreement for any reason other than its failure to pay cash compensation and the
Company fails to completely cure such failure within the thirty day notice
period.

(b) The Company may terminate this agreement without Cause upon giving
employee at least thirty days (30) written notice.

(c) If this Agreement is terminated by Employee pursuant to paragraph (a)
of this Section 11, or by the Company pursuant to paragraph (b) of this Section
11, the Company shall be required to pay employee an amount equal to six months
base salary ("Severance Payment"). The base salary payable shall be the base
salary in force immediately prior to the date of termination. One half of the
Severance Payment shall be paid within ten days after the effective date of
Employee's termination and the other half shall be paid within three months
after the effective date of termination.

(d) Notice of non-renewal of this Agreement pursuant to Section 3 of this
Agreement shall not be deemed a termination under either paragraph (a) or (b) of
this Section 10 and shall not entitle Employee to any salary or benefit
continuation under paragraph (c) of this Section 10.

12. Arbitration. In the event of any controversy, dispute or claim arising
out of or related to this Agreement or the Employee's employment by the Company,
either party may submit such controversy, dispute or claim to binding
arbitration in accordance with the National Rules of the American Arbitration
Association governing employment disputes, subject to the following:

(a) The Arbitrator shall be determined from a list of names of five
impartial arbitrators each of whom shall be an attorney experienced in
arbitration matters concerning executive employment disputes, supplied by the
American Arbitration Association (the "Association") chosen by Employee and the
Company each in turn striking a name from the list until one name remains.

(b) The Arbitrator shall determine whether and to what extent any party
shall be entitled to damages under this Agreement. No party shall be entitled to
punitive damages, and each party waives all such rights if any. The arbitrator
may award attorneys fees to any party if the arbitrator determines that the
other party's claims or defenses were without reasonable basis.

(c) The Arbitrator shall not have the power to add to nor modify any of the
terms or conditions of this Agreement. The Arbitrator's decision shall not go
beyond what is necessary for the interpretation and application of the provision
of this Agreement in respect of the issue before the Arbitrator. The Arbitrator
shall not substitute his or her judgment for that of the parties in the exercise
of rights granted or retained by this Agreement. The Arbitrator's award or other
permitted remedy, if any, and the decision shall be based upon the issue as
drafted and submitted by the respective parties and the relevant and competent
evidence adduced at the hearing.

(d) The Arbitrator shall have the authority to award any remedy or relief
provided for in this Agreement, in addition to any other remedy or relief
(including provisional remedies and relief) that a court of competent
jurisdiction could order or grant. The decision reached by the Arbitrator shall
be final and binding upon the parties as to the matter in dispute. To the extent
that the relief or remedy granted by the Arbitrator is relief or remedy on which
a court could enter judgment, a judgment upon the award rendered by the
Arbitrator shall be entered in

Page 5
<PAGE>

any court having jurisdiction thereof (unless in the case of an award of
damages, the full amount of the award is paid within 10 days of its
determination by the Arbitrator). Otherwise, the award shall be binding on the
parties in connection with their continuing performance of this Agreement and in
any subsequent arbitral or judicial proceedings between the parties.

(e) The arbitration shall take place in Philadelphia County, Pennsylvania.

(f) The arbitration proceeding and all filing, testimony, documents and
information relating to or presented during the arbitration proceeding shall be
disclosed exclusively for the purpose of facilitating the arbitration process
and for no other purpose and shall be deemed to be information subject to the
confidentiality provisions of this Agreement.

(g) The parties shall continue performing their respective obligations
under this Agreement notwithstanding the existence of a dispute while the
dispute is being resolved unless and until such obligations are terminated or
expire in accordance with the provisions hereof.

(i) Notwithstanding the dispute resolution procedures contained in this
Section 12, either party may apply to any court having jurisdiction (i) to
enforce this Agreement to arbitrate, (ii) to seek temporary or preliminary
injunctive relief until the arbitration award is rendered or the dispute is
otherwise resolved, or (iii) to challenge or vacate any final judgment, award or
decision of the Arbitrator that does not comport with the express provisions of
this Section 12.

13. Company Property. All research, advertising, sales, financial,
operating and other materials, reports or articles or information, including
without limitation data processing reports, customer sales analyses, invoices,
price lists or information, samples, computer code or electronic data or any
other materials or data of any kind furnished to Employee by Company or any
subsidiary, or developed by Employee on behalf of Company or any subsidiary
thereof, used by the Company or any subsidiary, or otherwise obtained by
Employee in connection with Employee's employment with the Company, are and
shall remain the sole and confidential property of Company. If Company requests
the return of such materials at any time during or at or after the termination
of Employee's employment, Employee shall immediately deliver the same to
Company.

14. Restrictive Provisions.
(a) The Company is engaged in the conduct of a highly specialized business,
the success of which is due to confidential and proprietary information and
trade secrets. Further, in conducting its business, the Company will disclose to
Employee confidential information, proprietary information and trade secrets
concerning the Company's business. For and in consideration of the compensation
and benefits set forth in this Agreement (including stock options), and as a
material inducement to the Company to disclose confidential information,
proprietary information and trade secrets to Employee and to enter into this
Agreement to employ Employee, Employee hereby covenants and agrees as provided
in the remainder of this Section 14.

(b) During the term of this Agreement and for one (1) year after the date
of termination of Employee's employment with the Company for any reason (the
"Restricted Period"), Employee shall not, directly or indirectly

(i) Solicit for employment or other retention, or hire or retain,
directly or indirectly, any person who is an employee of the Company at the
time of such solicitation, hiring or retention.

Page 6
<PAGE>

(ii) Solicit any person or entity who is or was a customer, client or
supplier of the Corporation for any business, transaction or other purpose
in any way related, directly or indirectly, to the manufacture or sale of
ice cream.

(iii) Solicit, induce or encourage any customer, consultant,
independent contractor or supplier of Company, or any other person or
entity with which the Company does business, to cease, curtail or otherwise
adversely modify its business relationship with the Company;

(iv) Engage in (without limitation, as a principal, partner, director,
officer, agent, employee, consultant, advisor or otherwise), directly or
indirectly or be financially interested in, the business of manufacturing,
marketing or selling ice cream in the United States or Canada.

Nothing contained in this Section 14, however, shall prevent Employee from
beneficially owning for investment purposes no more than five percent (5%) of
any class of equity securities of a company whose securities are traded on a
national securities exchange or NASDAQ.

(c) Employee acknowledges that because the Company's business, and its
customers, clients and suppliers, are geographically diverse, the restrictions
contained in clause (b) hereof contain no limit as to geographic scope within
the United States and Canada.

(d) During the term of this Agreement and at all times thereafter, Employee
shall not use for his personal benefit, or disclose, communicate or divulge to,
or use for the direct or indirect benefit of any person, firm, association,
corporation or other entity other than the Company, any material referred to in
Section 13 above or any information regarding the business methods, business
policies, finances, procedures, techniques, research or development projects or
results, trade secrets, or other knowledge or processes of or developed by the
Company or any subsidiary thereof or any predecessor of either, or any names of
customers, clients or suppliers of the Company or any data on or relating to
past, present or prospective customers, clients or suppliers of the Company or
any other information relating to or dealing with the business operations or
activities of Company or any subsidiary thereof or any predecessor of either,
made known to Employee or learned or acquired by Employee while in the employ of
Company.

(e) Any and all writings and inventions made, developed or created by
Employee (whether at the request or suggestion of the Company or otherwise,
whether alone or in conjunction with others and whether during regular hours of
work or otherwise), during the term of the Employee's employment by the Company
which are directly or indirectly useful in or related to the ice cream business,
shall be promptly and fully disclosed by Employee the Company, in writing, and
shall be the Company's exclusive property as against Employee, and Employee
shall promptly deliver to the Company all papers, drawings, models, data, and
other material relating to any writing or invention made, developed or created
by Employee as aforesaid. Employee hereby assigns and agrees to assign to the
Company all of his rights to such writings and inventions and to all proprietary
rights therein, based thereon or related thereto, including but not limited to
applications for United States and foreign letters copyright and/or patent.
Employee shall, at the Company's request and expense, execute such documents and
provide such assistance as may be deemed necessary by the Company to apply for,
defend or enforce any United States and/or foreign letters copyright and/or
patent based on or related to such writings or inventions or to vest in the
Company title to such writings or inventions. Employee shall not be entitled to
any additional or special compensation or reimbursement

Page 7
<PAGE>

regarding any and all such writings and inventions. The provisions of this
paragraph shall be in addition to and shall not be deemed to diminish any rights
which the Company may have at law.

(f) Employee acknowledges that the restrictions contained in the foregoing
subparagraphs (a) through (e) in view of the nature of the business in which
Company is engaged, are reasonable and necessary in order to protect the
legitimate interests of Company, and that any violation thereof would result in
irreparable injuries to Company, and Employee therefore acknowledges that, in
the event of his violation of any of these restrictions, Company shall be
entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled.

(g) If the period of time, the area specified or the scope of activity
restricted in paragraph (b) above should be adjudged unreasonable in any
proceeding then the period of time shall be reduced by such number of months or
the area shall be reduced by the elimination of such portion thereof or the
scope of restricted activity shall be modified, or any or all of the foregoing
so that such restrictions may be enforced in such area and for such time as is
adjudged to be reasonable. If Employee violates any of the restrictions
contained in the foregoing subparagraph (b), the restrictive period shall not
run in favor of Employee from the time of the commencement of any such violation
until such time as such violation shall be cured by Employee to the satisfaction
of the Company.

(h) The provisions of this Section 14 shall cease to apply if the Company
fails to pay any installment of the Severance Payment and such failure continues
for ten (10) days after Employee has given the Company written notice of such
failure.

15. Miscellaneous.

(a) Indulgences, Etc. Neither the failure nor any delay on the part of
either party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence.

(b) Controlling Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines of such state or other
jurisdiction to the contrary, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.

(c) Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received only when delivered
(personally, by courier service such as Federal Express, or by other messenger)
or when deposited in the United States mails, registered or certified mail,
postage prepaid, return receipt requested, addressed as set forth below.

Page 8
<PAGE>

(i) If to Employee:

------------------------------

(ii) If to Company:

Jeremy's Microbatch Ice Creams, Inc.
3741 Walnut Street
Suite 423
Philadelphia, PA 19104

In addition, notice by mail shall be by air mail if posted outside of the
continental United States.

Any party may alter the address to which communications or copies are to be
sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.

(d) Binding Nature of Agreement. This Agreement shall be binding upon and
insure to the benefit of Company and its successors and assigns and shall be
binding upon Employee, his heirs and legal representatives.

(e) Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original as against any
party whose signature appears thereon, and all of which shall together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.

(f) Provisions Separable. The provisions of this Agreement are independent
of and separable from each other, and no provision shall be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

(g) Entire Agreement. This Agreement contains the entire understanding
among the parties hereto with respect to the subject matter hereof, and
supersedes all prior and contemporaneous agreements and understandings,
inducements or conditions, express or implied, oral or written, except as herein
contained. The express terms hereof control and supersede any course of
performance and/or usage of the trade inconsistent with any of the terms hereof.
This Agreement may not be modified or amended other than by an agreement in
writing.

(h) Paragraph Headings. The paragraph headings in this Agreement are for
convenience only; they form no part of this Agreement and shall not affect its
interpretation.

(i) Gender, Etc. words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context indicates is appropriate.

(j) Number of Days. In computing the number of days for purposes of this
Agreement, all days shall be counted, including Saturdays, Sundays and holidays;
provided, however, that if the final day of any time period falls on a Saturday,
Sunday or holiday on which federal banks are or may elect to be closed, then the
final day shall be deemed to be the next day which is not a Saturday, Sunday or
such holiday.

(k) Contingency. This Agreement will be of no effect unless and until the
Company closes its contemplated initial public offering. If the initial public
offering is closed later than January 1, 1999, but earlier than March 1, 2000,
the dates set forth in Section 3 hereof

Page 9
<PAGE>

shall be modified to reflect a three year term beginning on the date of closing
of the initial public offering, and all calendar year periods set forth in
Section 4 shall be modified to be one year periods beginning on the date of such
closing or its anniversary.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written:

EMPLOYEE JEREMY'S MICROBATCH
ICE CREAMS, INC.

BY:
- ------------------------ ---------------------------
Samuel Cohen Jeremy Kraus, President

Page 10

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made this ____ day of December, 1999 for a term to begin on
January 1, 2000, by and between Jeremy's Microbatch Ice Creams, Inc., a Delaware
corporation (hereinafter called "Company"), and Samuel Cohen, an individual
(hereinafter called "Employee").

W I T N E S S E T H:

Employee is currently employed as the Chief Operating Officer of the
Company. Company wishes to continue to employ Employee and Employee wishes to
continue such employment on the terms and conditions contained in this
Agreement.

NOW THEREFORE, in consideration of the facts, mutual promises and covenants
contained herein and intending to be legally bound hereby, Company and Employee
agree as follows:

1. Employment. Company hereby employs Employee and Employee hereby accepts
employment by Company for the period and upon the terms and conditions contained
in this Agreement.

2. Office and Duties.

(a) Employee shall service Company as its Vice President and Chief
Operating Officer and shall have such authority and responsibilities as
typically accorded a Chief Operating Officer subject to such further duties and
responsibilities granted and restrictions imposed by Company's President or
Board of Directors, provided that such duties, responsibilities and restrictions
are generally consistent with the position of a Chief Operating Officer in
similarly situated companies. Employee shall report directly to the President of
the Company. During the term of this Agreement, Employee shall also provide
services to Company's subsidiaries, if any, without additional compensation,
from time to time as determined by the President or the Board of Directors.

(b) Throughout the term of this Agreement, Employee shall devote his
best efforts and skill to the performance of his duties hereunder in a manner
which will faithfully and diligently further the business and interest of
Company. Employee shall at all times comply with the policies and procedures
adopted by the Company, including those relating to conflicts of interest, to
the extent they are not contradicted by the express terms of this Agreement.

(c) During the term of this Agreement, the Company shall provide
Employee with facilities and staff services reasonably sufficient to discharge
his duties. During the term of this Agreement, the Company's principal office
where Employee is required to perform his duties shall be within the City of
Philadelphia, Pennsylvania or within ten miles of that city, unless Employee
consents to another location.

(d) Employee represents to the Company that he is not subject or a party
to any agreement, instrument or restriction which would prohibit, or be violated
by, his execution of this Agreement or the performance of his duties under this
Agreement, or which would in any manner, directly or indirectly, limit or affect
the duties and responsibilities which may now or in the future be assigned to
Employee.

<PAGE>

4. Compensation.

(a) For all of the services rendered by Employee to Company and its
subsidiaries, Employee shall receive an annual base salary in the following
amounts:

(i) In the calendar year ending December 31, 2000, One hundred
Twenty Thousand Dollars ($120,000).

(ii) In the calendar year ending December 31, 2001, One hundred
Thirty Thousand Dollars ($130,000).

(iii) In the calendar year ending December 31, 2002, One hundred
Forty Thousand Dollars ($140,000).

Such base salary shall be paid in periodic installments consistent with the
payment of the Company's other employees.

(b) In addition to Employee's salary, the Company will grant Employee
stock options (the "Stock Options") to purchase 10,000 shares of the Company's
common stock on each of January ___, 2000, 2001 and 2002. The stock options will
have an exercise price equal to the market price of the Company's common stock
on the date of issuance. The Stock Options will be exercisable for five (5)
years after the date of issue. The Stock Options will be vested upon issuance,
but will become void if Employee is terminated for "Cause" pursuant to Sections
9 and 10 of this Agreement. The Stock Options will not be transferable during
Employee's lifetime, but will be transferable in the event of Employee's death.
The other terms of the options will be consistent with the terms generally
contained in non-qualified stock options for executive officers. Market price of
the common stock shall be determined by the provisions of the Stock Option
documents, provided that the determination of market price must include an
average of at least ten trading days no more than 30 days prior to the date for
which the determination is made. If there is no market price of the common stock
on January __, 2000, the market price shall be deemed to be the initial public
offering price of the common stock.

(c) Throughout the term of this Agreement and as long as they are kept
in force by Company, Employee shall be entitled to participate in and receive
such employee benefits as may now or hereafter be adopted or maintained by the
Company for the benefit of its employees generally or executive officers
specifically. Employee will submit to any required examinations and will execute
and assign and/or deliver such applications and policies necessary to effectuate
any insurance benefits provided herein.

5. Vacation and Personal Days. Employee shall be entitled to 15 business
days of vacation and business days of personal or sick leave as required in each
consecutive twelve

<PAGE>

month period commencing on the date hereof. Accrual of vacation time and
scheduling of vacation time shall be subject to the personnel policies adopted
by Company.

7. Disability.

(b) If Employee is unable to perform his duties hereunder due to partial
or total disability or incapacity resulting from a mental or physical illness or
injury for a period of one hundred twenty (120) consecutive calendar days or for
a period of two hundred ten (210) calendar days during any twelve-month period,
Company shall have the right to terminate this Agreement, in which event Company
shall have no further obligations or liabilities hereunder after the date of
such termination other than such as may be available under any disability policy
or other benefit plan in which Employee is a beneficiary or participant pursuant
to subparagraph 4(d).

(i) continuing willful neglect by Employee of his duties
hereunder except due to illness, accident or other disability;

(ii) willful disregard for or willful violation of any material
law, governmental rule or regulation applicable to the operation of
the business of the Company which has subjected the Company or is
likely to subject the Company to loss;

(iii) Employee' breach of duty to the Company involving personal
profit to Employee or his family or usurpation of an opportunity
available to the Company by Employee to the material detriment of the
Company;

(iv) the conviction of Employee for a felony, or any other crime
which is not a felony but involves moral turpitude;

<PAGE>

(v) a material breach of any of the terms or covenants contained
in this Agreement;

(vi) any misappropriation of funds, theft, embezzlement or fraud
by Employee involving the Company, or any of its affiliates, customers
or suppliers.

(vii) Without limiting any of the foregoing, if Employee is found
by a court or arbitrator to have sexually harassed any employee of the
Company or Employee admits to such sexual harassment.

(viii) The conviction of Employee for the violation of any state
or federal law relating to the regulation of securities, or a final
judgment is entered by a court of competent jurisdiction in a civil
case finding Employee liable for his violation of any law or
regulation relating to the regulation of securities.

10. Procedure Upon Termination by Company for Cause. Notwithstanding the
foregoing, termination by the Company for Cause shall not be effective until and
unless

(i) notice of intention to terminate for Cause has been given by
the Company within 30 days after the Company learns of the act,
failure or event constituting "Cause" under Section __, and

(ii) the Board of Directors has voted (at a meeting of the Board
duly called and held as to which termination of Employee is an agenda
item) by a majority vote to terminate Employee for Cause after
Employee has been given notice of the particular acts or circumstances
which are the basis for the termination for Cause and has been
afforded at least five (5) days notice of the meeting and an
opportunity to attend such meeting with counsel and present his
position orally and/or in writing and the Board has given notice of
termination to Employee within three (3) days thereafter. The
termination of Employee's employment shall be effective immediately
upon receipt of such notice but shall not be deemed a termination of
employment for Cause unless and until all of the conditions set forth
in clauses (i) through (iii) hereof have occurred, and

(iii) if Employee has commenced arbitration in the manner
prescribed in this Agreement within 20 days after such notice of
termination, disputing the Company's right under this Agreement to
terminate for Cause, the Arbitrator shall thereafter have determined
that the Employee was terminated for Cause. If the Arbitrator declines
to rule that the Employee was terminated for Cause, the Employee shall
be treated as having been terminated without cause and the Employee
shall be entitled to receive the Severance Benefit pursuant to
Section 11.

11. Termination by Employee; Termination by Company Without Cause.

(a) Employee shall have the right to terminate this Agreement upon ten
(10) days written notice to the Company if the Company fails to timely pay any
items of cash compensation due to Employee which in the aggregate exceed five
thousand dollars ($5,000),

<PAGE>

(b) The Company may terminate this agreement without Cause upon giving
employee at least thirty (30) days written notice.

(c) If this Agreement is terminated by Employee pursuant to paragraph
(a) of this Section 11, or by the Company pursuant to paragraph (b) of this
Section 11, the Company shall be required to pay employee an amount equal to six
months base salary ("Severance Payment"). The base salary payable shall be the
base salary in force immediately prior to the date of termination. One half of
the Severance Payment shall be paid within ten days after the effective date of
Employee's termination and the other half shall be paid within three months
after the effective date of termination.

(d) Notice of non-renewal of this Agreement pursuant to Section 3 of
this Agreement shall not be deemed a termination under either paragraph (a) or
(b) of this Section 10 and shall not entitle Employee to any salary or benefit
continuation under paragraph (c) of this Section 10.

(c) The Arbitrator shall not have the power to add to nor modify any of
the terms or conditions of this Agreement. The Arbitrator's decision shall not
go beyond what is necessary for the interpretation and application of the
provision of this Agreement in respect of the issue before the Arbitrator. The
Arbitrator shall not substitute his or her judgment for that of the parties in
the exercise of rights granted or retained by this Agreement. The Arbitrator's
award or other permitted remedy, if any, and the decision shall be based upon
the issue as drafted and submitted by the respective parties and the relevant
and competent evidence adduced at the hearing.

(d) The Arbitrator shall have the authority to award any remedy or
relief provided for in this Agreement, in addition to any other remedy or relief
(including provisional remedies and relief) that a court of competent
jurisdiction could order or grant. The decision reached by the Arbitrator shall
be final and binding upon the parties as to the matter in dispute. To the extent
that the relief or remedy granted by the Arbitrator is relief or remedy on which
a court could enter judgment, a judgment upon the award rendered by the
Arbitrator shall be entered in

<PAGE>

(e) The arbitration shall take place in Philadelphia County,
Pennsylvania.

((i) Notwithstanding the dispute resolution procedures contained in
this Section 12, either party may apply to any court having jurisdiction (i) to
enforce this Agreement to arbitrate, (ii) to seek temporary or preliminary
injunctive relief until the arbitration award is rendered or the dispute is
otherwise resolved, or (iii) to challenge or vacate any final judgment, award or
decision of the Arbitrator that does not comport with the express provisions of
this Section 12.

14. Restrictive Provisions.

(a) The Company is engaged in the conduct of a highly specialized
business, the success of which is due to confidential and proprietary
information and trade secrets. Further, in conducting its business, the Company
will disclose to Employee confidential information, proprietary information and
trade secrets concerning the Company's business. For and in consideration of the
compensation and benefits set forth in this Agreement (including stock options),
and as a material inducement to the Company to disclose confidential
information, proprietary information and trade secrets to Employee and to enter
into this Agreement to employ Employee, Employee hereby covenants and agrees as
provided in the remainder of this Section 14.

(b) During the term of this Agreement and for one (1) year after the
date of termination of Employee's employment with the Company for any reason
(the "Restricted Period"), Employee shall not, directly or indirectly

(i) Solicit for employment or other retention, or hire or retain,
directly or indirectly, any person who is an employee of the Company
at the time of such solicitation, hiring or retention.

<PAGE>

(ii) Solicit any person or entity who is or was a customer,
client or supplier of the Corporation for any business, transaction or
other purpose in any way related, directly or indirectly, to the
manufacture or sale of ice cream.

(iii) Solicit, induce or encourage any customer, consultant,
independent contractor or supplier of Company, or any other person or
entity with which the Company does business, to cease, curtail or
otherwise adversely modify its business relationship with the Company;

(iv) Engage in (without limitation, as a principal, partner,
director, officer, agent, employee, consultant, advisor or otherwise),
directly or indirectly or be financially interested in, the business
of manufacturing, marketing or selling ice cream in the United States
or Canada.

(d) During the term of this Agreement and at all times thereafter,
Employee shall not use for his personal benefit, or disclose, communicate or
divulge to, or use for the direct or indirect benefit of any person, firm,
association, corporation or other entity other than the Company, any material
referred to in Section 13 above or any information regarding the business
methods, business policies, finances, procedures, techniques, research or
development projects or results, trade secrets, or other knowledge or processes
of or developed by the Company or any subsidiary thereof or any predecessor of
either, or any names of customers, clients or suppliers of the Company or any
data on or relating to past, present or prospective customers, clients or
suppliers of the Company or any other information relating to or dealing with
the business operations or activities of Company or any subsidiary thereof or
any predecessor of either, made known to Employee or learned or acquired by
Employee while in the employ of Company.

<PAGE>

regarding any and all such writings and inventions. The provisions of this
paragraph shall be in addition to and shall not be deemed to diminish any rights
which the Company may have at law.

(f) Employee acknowledges that the restrictions contained in the
foregoing subparagraphs (a) through (e) in view of the nature of the business in
which Company is engaged, are reasonable and necessary in order to protect the
legitimate interests of Company, and that any violation thereof would result in
irreparable injuries to Company, and Employee therefore acknowledges that, in
the event of his violation of any of these restrictions, Company shall be
entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled.

(h) The provisions of this Section 14 shall cease to apply if the
Company fails to pay any installment of the Severance Payment and such failure
continues for ten (10) days after Employee has given the Company written notice
of such failure.

15. Miscellaneous.

<PAGE>

(i) If to Employee:

________________________________

(ii) If to Company:

Jeremy's Microbatch Ice Creams, Inc.
3741 Walnut Street
Suite 423
Philadelphia. PA 19104

In addition, notice by mail shall be by air mail if posted outside
of the continental United States.

Any party may alter the address to which communications or copies
are to be sent by giving notice of such change of address in conformity with the
provisions of this paragraph for the giving of notice.

(d) Binding Nature of Agreement. This Agreement shall be binding upon
and insure to the benefit of Company and its successors and assigns and shall be
binding upon Employee, his heirs and legal representatives.

(e) Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories.

(f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

(h) Paragraph Headings. The paragraph headings in this Agreement are
for convenience only; they form no part of this Agreement and shall not affect
its interpretation.

(i) Gender, Etc. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context indicates is appropriate.

(j) Number of Days. In computing the number of days for purposes of
this Agreement, all days shall be counted, including Saturdays, Sundays and
holidays; provided, however, that if the final day of any time period falls on a
Saturday, Sunday or holiday on which federal banks are or may elect to be
closed, then the final day shall be deemed to be the next day which is not a
Saturday, Sunday or such holiday.

(k) Contingency. This Agreement will be of no effect unless and until
the Company closes its contemplated initial public offering. If the initial
public offering is closed later than January 1, 1999, but earlier than March 1,
2000, the dates set forth in Section 3 hereof

<PAGE>

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written:

EMPLOYEE JEREMY'S MICROBATCH
ICE CREAMS, INC.

BY:
- ---------------------------------- --------------------------------
Samuel Cohen Jeremy Kraus, President

EXHIBIT 10.3

AGREEMENT AND PLAN OF MERGER AND FORMATION

This Agreement and Plan of Merger and Formation (this "Plan") dated as of
November _____, 1999 is by and among Jeremy's Microbatch Ice Creams, LLC (the
"LLC"), a Delaware Limited Liability Company, Jeremy's Microbatch Ice Creams,
Inc. (the "Corporation"), a Delaware Corporation,. JMIC, Inc., a Delaware
Corporation ("Merger Sub"), Strive, Inc. ("Strive"), BlueStem Capital Partners,
II Limited Partnership ("Bluestem"), and any other members of the LLC who may
execute a counterpart of this Plan.

BACKGROUND

The respective Boards of Directors of each of the LLC, the Corporation and
Merger Sub have approved this Agreement and the merger of Merger Sub with and
into the LLC (the "Merger") upon the terms and subject to the conditions set
forth in this Agreement. The execution of this Agreement by the Corporation
evidences its consent to the execution and delivery of this Plan and to the
Merger as the owner of One Hundred percent (100%) of the outstanding capital
stock of Merger Sub in accordance with Section 228(a) of the Delaware General
Corporation Law ("DGCL").

All parties desire that the Merger occur simultaneously with the planned
initial public offering of the Corporation's common stock and qualify as a fully
or partially non-taxable incorporation within the meaning of Section 351 of the
Internal Revenue Code of 1986, as amended (the "Code"), and the rules and
regulations promulgated thereunder, and agree that this Plan shall be
interpreted and performed consistently with that objective.

Now, therefore, intending to be legally bound hereby, the parties agree as
follows.

1. MERGER AND EFFECTIVE TIME.

(a) Upon the terms and subject to the conditions set forth in this Plan, at
the Effective Time (as defined below) Merger Sub shall be merged with and into
the LLC, as of the Effective Time. At the Effective Time, the separate corporate
existence of Merger Sub shall cease. The LLC shall be the surviving entity in
the Merger (sometimes hereinafter referred to as the "Surviving Company") and
shall continue to be governed by the laws of the State of Delaware, and the
separate existence of the LLC as a Limited Liability Company with all of its
rights, privileges, immunities, powers and franchises shall continue to be
uneffected by the Merger except as set forth in this Plan. The Merger shall have
the effects specified in Section 209 of the Delaware Limited Liability Company
Act.

(b) Promptly after receiving any required approval of the shareholders of
each of the Corporation and Merger Sub, and the members of the LLC, the required
parties shall execute a Certificate of Merger, substantially in the form
attached hereto as Exhibit "A." The Certificate of Merger shall be delivered to
the Corporation's agent in the state of Delaware to hold for filing in
accordance with the instructions of the Corporation. Upon notification from
First Montauk

<PAGE>

Securities, Inc. underwriter for the Corporation's proposed initial public
offering, that the underwriter is prepared to close the initial public offering
within twenty-four (24) hours, the Corporation will instruct its agent to file
the Certificate of Merger with the Secretary of State of Delaware. The Merger
shall become effective as of the hour and date of the filing of the Certificate
of Merger with the Secretary of State of Delaware (the "Effective Time"). The
Certificate of Merger shall not be filed in the absence of the underwriter's
notification of intent to close the initial public offering, without the further
amendment of this Plan adopted by the Board of Directors and shareholders of
each of the Corporations and Merger Sub, and the members and Board of Managers
of the LLC. The LLC and Merger Sub agree that the Corporation's instructions to
its agent to file the Certificate of Merger shall be sufficient and no consent
of Merger Sub or the LLC shall be necessary if such filing is in accordance with
the provisions of this Plan.

(c) The closing of the transactions contemplated by this Agreement (the
"Closing") shall be held at the time and place of the closing of the Company's
proposed initial public offering. At the Closing, the Certificates for shares of
the Corporation shall be issued in accordance with Section 2 below.

2. CONVERSION OF SECURITIES.

The manner of converting of exchanging the Shares of Merger Sub and the
membership interests of the LLC shall be as follows. For purposes of this Plan,
the term "Former Member" shall mean a member of the LLC immediately prior to the
Effective Time.

(a) At the Effective Time, all of the membership interests in the LLC
("Membership Interests") existing immediately prior to the Effective Time shall,
by virtue of the merger and without any action on the part of any Former Member,
be cancelled and extinguished and be converted into the right to receive a
number of shares of the Corporation's common stock calculated by multiplying
1,800,000 shares by the percentage interests of each Former Member in the LLC in
the LLC. The number of shares of common stock to be received by each of the
Former Members, assuming there are no new interests issued or interests
transferred or redeemed between the date of this Agreement and the Effective
Time, are set forth on Exhibit "B".

(b) At the Effective Time, the shares of common stock of Merger Sub issued
and outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be converted
into and become one hundred percent (100%) of the membership interests in the
LLC. If at the Effective Time there is more than one holder of outstanding
common stock of Merger Sub, the one hundred percent (100%) interests of the LLC
shall be divided amongst such holders in accordance with their relative holdings
of the common stock of the Merger Sub.

(c) At the Effective Time, the Former Members shall become entitled to
receive, upon execution of such documentation as shall be required by counsel
for the Corporation evidencing the investment intent of such Former Members,
certificates registered in their respective names representing the number of
shares of the Corporation's common stock into which their Membership Interests
have been converted in accordance with this Plan. No

2
<PAGE>

fractional shares, or certificates or scrip therefore shall be issued in
exchange for such shares; instead, the number of shares issuable to any Former
Member shall be rounded up to the nearest whole number.

(d) At and after the Effective Time, the Former Members shall cease to be,
and shall have no rights as, members of the LLC or otherwise with respect to
their former ownership interest in the LLC, other than to receive the whole
number of shares into which their interests are converted pursuant to this
Agreement.

3. CERTIFICATE OF ORGANIZATION AND OPERATING AGREEMENT OF THE SURVIVING COMPANY.

The Certificate of Organization of the LLC as in effect immediately prior
to the Effective Time shall be the Certificate or Organization of the Surviving
Company until duly amended as provided therein or by applicable law. The limited
liability company agreement (as that term is defined in the Delaware Limited
Liability Company Act) of the LLC shall be terminated and extinguished by the
Merger, and the limited liability company agreement of the Surviving Company
shall be such limited liability company agreement as may be adopted by the
Corporation as sole member of the LLC.

4. MANAGERS AND OFFICERS:

(a) At the Effective Time, the managers of the Surviving Company shall be
Jeremy D. Kraus, Samuel V. Cohen, Steve Kirby and Paul Schock, unless, prior to
the Effective Time, any one or more of such persons named above shall die or
refuse or become unable to serve, in which event (i) the remaining persons named
above as directors shall be managers of the Surviving Company and (ii) any
vacancies in the surviving company's Board of Managers shall be filled in
accordance with the determination of the remaining managers.

(b) The officers of the surviving company after the Effective Time shall
be:

Name Position

Jeremy D. Kraus President, Chief Executive Officer

Samuel V. Cohen Chief Operating Officer, Secretary and
Treasurer

Jeffrey Rosen Chief Financial Officer

5. TERMINATION OF MERGER.

(a) This Plan may be terminated and the Merger provided for herein
abandoned any time prior to the Effective Time by action of the Board of
Directors or Shareholders of the Corporation and Merger Sub and the Board of
Managers of the LLC.

3
<PAGE>

(b) If this Plan is terminated and the Merger contemplated hereby abandoned
as provided in Paragraph (a), this Plan shall become void and of no effect, and
there shall be no liability on the part of any of the Corporation, Merger Sub or
the LLC or their respective directors, managers, officers, shareholders or
members.

6. CONSENTS AND RELEASES.

(a) The LLC and each of Strive, Bluestem and any other member of the LLC
executing a counterpart of this Plan hereby releases each of Strive, Bluestem
and such other members from any and all liability or obligation under the LLC's
Amended and Restated Limited Liability Company Agreement dated April 11, 1998,
as amended, relating to any contributions made or which were required to be
made, or the amount or adequacy of the consideration paid for any membership
interest.

(b) Each of Strive, Bluestem and any other member of the LLC executing a
counterpart of this Plan, agrees to vote all shares of the Corporation owned by
such member after the Effective Time in favor of the election of the following
persons in each election of directors (whether at a meeting, by consent or
otherwise) of the Corporation from the date hereof through December 31, 2003:

Jeremy D. Kraus
Samuel V. Cohen
Two individuals nominated by Bluestem

Neither Strive nor Bluestem will vote to remove any of the individuals
elected pursuant to this Section 6 (except that a nominee of Bluestem may be
removed with Bluestem's consent) or take any other action inconsistent with the
election or continuing service of any such director, except in the event of such
director's breach of fiduciary duty to the Corporation or its subsidiaries.

7. RIGHT OF STRIVE TO ACQUIRE SHARES FROM BLUESTEM.

Bluestem hereby grants Strive the right and option to purchase certain
shares of the Corporation's common stock from it upon certain events as follows:

(a) Bluestem hereby grants Strive the option to purchase 33,235 shares at
such time as any one of the following occurs: (A) the Corporation is party to a
merger in which the shareholders of the Corporation receive cash and/or
securities of another entity with another entity, (B) all the outstanding shares
of the Corporation's capital stock are acquired in one transaction or a series
of related transactions, (C) all or substantially all of the Corporation's
assets are sold in a single transaction or a series of related transactions
(each of the foregoing is referred to as a "Triggering Event"), provided that
the aggregate cash and fair market value of securities received by the
Corporation and/or its shareholders is at least $10,000,000.

4
<PAGE>

(i) The purchase price for the exercise of the option under this
paragraph (a) shall be $208,652 if exercised on or before
April 23, 2003. On April 24, 2003, and on April 24 of each
year thereafter, the purchase price shall increase by 20% of
the previously applicable purchase price.

(b) Bluestem hereby grants Strive the option to purchase 66,470 shares at
such time as any Triggering Event occurs, provided that the aggregate cash and
fair market value of securities received by the Corporation and/or its
shareholders is at least $20,000,000.

(i) The purchase price for the exercise of the option under this
paragraph (c) shall be $417,304 if exercised on or before
April 23, 2003. On April 24, 2003, and on April 24 of each
year thereafter, the purchase price shall increase by 20% of
the previously applicable purchase price.

(c) Bluestem hereby grants Strive the option to purchase 256,464 shares at
any time prior to July 14, 2003, without further condition.

(i) The purchase price for the exercise of the option under this
paragraph (e) shall be (A) $1,500,000 in the aggregate or
$5.849 per share if exercised on or before July 14, 2001;
(B) $2,000,000 in the aggregate or $7.798 per share if
exercised after July 14, 2001 and on or before July 14,
2002; and (C) $2,500,000 in the aggregate or $9.748 per
share if exercised after July 14, 2002 and on or before July
13. 2003.

(d) Bluestem hereby grants Strive the option to purchase 61,857 shares at
any time on or prior to August 11, 2003, without further condition.

(i) The purchase price for the exercise of the option under this
paragraph (f) shall be (A) $450,000 in the aggregate or
$7.27 per share if exercised on or before August 11, 2001;
(B) $600,000 in the aggregate or $9.70 per share if
exercised after August 11, 2001 and on or before August 11,
2002; and (C) $750,000 in the aggregate or $12.12 per share
if exercised after August 11, 2002 but on or before August
11, 2003.

(e) The options set forth in paragraphs (a) and (b) must be exercised in
full at one time. The options set forth in paragraphs (c) and (d) may be
exercised in part from time to time.

(h) The options set forth in paragraphs (a) and (b) are exercisable by
Strive upon giving written notice within fifteen (15) days after a definitive
purchase, merger or other agreement for the Triggering Event has been executed
by all required parties. If no definitive agreement is executed before closing
of the transaction, Strive may exercise the option at closing of the
transaction. Strive may exercise the options set forth in paragraphs (c) and (d)
at any time upon fifteen (15) days prior written notice to Bluestem.

5
<PAGE>

8. MISCELLANEOUS

(a) The shares of the Corporation to be issued pursuant to this Plan have
not been registered or otherwise qualified for sale under the Securities Act of
1933 (the "Act") or the laws of any state or jurisdiction, and, when issued,
will constitute "Restricted Securities" as that term is defined in Rule 144
under the Act. Resales of such shares will not be permitted in the United States
unless the shares are first registered for sale under the Act, or in the opinion
of the Company's counsel, an exemption from registration is applicable to such
resale. Certificates representing the shares of the Corporation issued pursuant
to this Agreement shall bear all appropriate legends evidencing the restrictions
on resale stated herein. Each Member of the LLC signing this Plan represents to
the Corporation that it is acquiring the shares of the Corporation to be issued
pursuant to this Plan for investment, for such member's own account, not as a
nominee or agent and without a view to the public resale or distribution of any
of such shares. Such Member has no contract, agreement, undertaking or
arrangement with any person to sell or transfer any of the shares or any
interest in any of the shares.

(b) This Plan constitutes the entire agreement among the parties with
respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, inducements and conditions, express or implied,
written or oral, except as contained herein. This Plan may not be amended or
modified without the express written consent of each of the Corporation, the
Merger Sub and the LLC.

(c) In computing the number of days for purposes of this Plan, all days
shall be counted including Saturdays, Sundays and holidays, provided however,
that if the final day of any time period falls on a Saturday, Sunday or holiday
on which federal banks are closed or may elect to be closed, than the final day
shall be deemed to be the next day which is not a Saturday, Sunday or holiday.

(d) The validity, construction and performance of this Plan shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to principles of conflicts of laws.

(e) This Plan shall be effective as to the Corporation, Merger Sub and the
LLC when at least one counterpart has been executed by all three of such
parties. This Plan shall be effective as to the individual agreements of Strive,
Bluestem or any other member of the LLC contained in Sections 6 and 7, and
paragraph 8(a0 hereof, when a counterpart of this Plan has been executed by such
member; provided, that the failure of this Plan to become effective as to

6
<PAGE>

the individual agreements of Strive, Bluestem or any other member shall not
affect the effectiveness and validity of the agreements among the Corporation,
Merger Sub and the LLC.

IN WITNESSE WHEREOF, the parties have executed this Plan as of the date and
year first above written.

STRIVE, INC.

By:__________________________
Name: Jeremy Kraus
Title: President

-----------------------------
Christopher Coons

JMIC, INC.

By:___________________________

BLUESTEM CAPITAL PARTNERS II
LIMITED PARTNERSHIP
BY: BLUESTEM CAPITAL COMPANY II, LLC
ITS: GENERAL PARTNER

By:____________________________
Its_____________________________

JEREMY'S MICROBATCH ICE CREAMS, INC.

By:__________________________
Jeremy Kraus, President

JEREMY'S MICROBATCH ICE CREAMS, LLC.

By:__________________________
Jeremy Kraus, President

7
<PAGE>

EXHIBIT "B"

Name of Member Number of Shares
- -------------- ----------------
Bluestem Capital Partners II Limited Partnership 1,359,882
Strive, Inc. 323,118
MBCP-I, LLC 65,862
Christopher Coons 51,138

CO-PACKING AGREEMENT

This AGREEMENT ("Agreement") is made and entered into this the 10th Day
of June, 1999 by and between RONEY OATMAN, INC., an Illinois Corporation,
("Seller") and Jeremy's Microbatch Ice Cream, LLC., a Delaware Corporation,
("Buyer").

WITNESSETH

Whereas, the Seller is desirous to fulfill the duties and obligations of a
co-packer with the Buyer on a mutually beneficial basis for both parties, and

Whereas, the Buyer is desirous to have the Seller as a co-packer of its
products on a basis which is mutually beneficial for both parties;

NOW THEREFORE, in consideration of the mutual agreements, covenants, terms
and conditions herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

ARTICLE I
SELLER'S OBLIGATIONS

1.1 Sales of Goods. For the term of this Agreement, Seller agrees to
manufacture and sell to Buyer those goods listed in Exhibit A, a copy of
which is attached hereto and made a part hereof (the "Product List").
Seller further agrees that all goods contained in the Product List will be
produced in accordance with the Buyer's formulas and specifications.

1.2 Raw Materials. Seller shall be solely responsible for securing the
purchasing all raw materials, ingredients, packaging and supplies
(collectively "Product Materials") used in the manufacture of the goods
sold to Buyer. Except as further provided, the buyer shall not be required
to purchase, provide, or be financially liable for any Product Materials
used in the manufacture of the Goods.

1.3 Inventory. Seller shall be responsible for maintaining an acceptable level
of finished goods inventory to ________ prompt delivery to Buyer's order
without unreasonable interruption. However, the levels of finished goods
inventory shall not exceed Ninety (90) days supply without the written
consent of the Buyer.

1.4 Records. At Buyer's request, Seller shall provide accurate and current
levels of finished goods and packaging inventories for Buyer's use.

1.5 Proprietary Information. Seller shall keep and hold all formulas, recipes,
and any other proprietary information of the Buyer confidential and shall
not distribute or disseminate same without the express written consent of
the Buyer. Upon termination of this Agreement, all proprietary information
shall be returned to Seller, along with any copies thereof.

<PAGE>

1.6 Seller's Marks. Seller shall not use any of the Buyer's trade names or
marks on any products other than those listed on the Product List, nor
shall the Seller sell any product containing the Buyer's marks or brands to
anyone other than the buyer without the written consent of the Buyer.

ARTICLE II
BUYER'S OBLIGATIONS

2.1 Purchase of Goods. For the term of this Agreement, Buyer agrees to purchase
all goods listed on the Product List which is produced by Seller. However,
nothing in this Agreement shall grant or give the Seller the exclusive
right to produce or sell to the buyer those items on the Product List.

2.2 Pricing. Upon execution of this Agreement, the price for the goods shall be
the Per Gallon Price, F.O.B. Aurora, Illinois as listed on the Product
List. In addition, Buyer further agrees to pay Seller, at Seller's cost,
all freight charges incurred by Seller for delivery of the goods to any
location or destination as directed by Buyer. Buyer agrees to pay all
invoices net Thirty (30) days.

Buyer and Seller mutually agree that the pricing, as listed on the Product
List, will be adjusted on a monthly basis for changes in Seller's cost of
commodities and other raw materials in accordance to the formulas contained
on Schedule A. These commodities include but are not limited to Milk,
Butter, and packaging costs. Seller may also adjust, on an as needed basis,
the price of any item on the Product List, for any changes made by Buyer to
the formulas of the goods.

2.3 Amortization Charge. In addition to the pricing contained on
the Product List, Buyer agrees to pay Seller, 1.5(cent) per pint to cover
the cost of special equipment needed to produce the Goods, including
special plates, a verigator, and heat sealer. This additional charge will
continue until Two Million (2,000,000) pints have been purchased by the
Buyer.

2.4 Product List Changes. Buyer shall have the right to discontinue or add
items to the Product List. Should the buyer choose to discontinue an item,
Buyer agrees to the following:

a) Buyer agrees to give Seller sixty (60) days advance notice of the
discontinuance.

b) Buyer agrees to purchase all finished goods of the discontinued item
in Seller's inventory at the then current price.

c) Paragraph 1.2 notwithstanding, Buyer agrees to purchase all packaging
inventory, as well as all other raw materials specifically used in the
production of that item at Seller's cost.
<PAGE>

d) Should Buyer wish to add an item to the Product List, the buyer shall
provide Seller with the formula and packaging specifications,
including film, to Seller. Seller shall then provide Buyer with an
initial price for the added items, after which time the price of the
added items may be adjusted only in accordance with Paragraph 2.2 of
this Agreement.

2.5 Packaging Changes. Should the Buyer change the nature or substance of the
packaging of the goods, then Paragraph 1.2 notwithstanding, Buyer agrees to
purchase all unused discontinued packaging at Seller's cost.

2.6 Inventory Guaranty. Prior to production of goods, Buyer shall deliver to
Seller a fully executed guaranty in the amount of Two Hundred Eighty
Thousand Dollars ($280,000) by Bluestem Capital Partners II Limited
Partnership. Said guaranty shall be in a manner and form acceptable to
Seller and shall remain valid and enforceable for period not less than
Sixty (60) days after the termination of this Agreement.

2.7 Damages and Credits. All products purchased by the Buyer from the Seller,
shall transfer title at the time the product is shipped from the Seller's
location. The Buyer has 48 hours from the time of delivery to inform the
Seller of any product received damages, and to provide proof of same. Upon
receipt of proof of damage, Seller will issue to the buyer a credit, at the
Buyer's purchase price, for the damaged goods. The Buyer will not destroy
or otherwise dispose of any suspected damaged product without the express
authorization of the Seller. The seller will not issue any credit or offset
for any product damaged, lost, altered, mutilated or destroyed after the
product has left the control of Seller.

ARTICLE III
PRODUCT ASSURANCE

3.1 Seller's Product Assurance. The Seller warrants that the product sold to
the Buyer is free of defects, and workmanship, that the Seller has clear
title to the goods sold, and title to the product names under which the
product is sold.

Seller agrees to indemnify and hold harmless Buyer (and its agents,
servants, employees, officers, and directors) from and against any and all
claims, suits, and judgments whatsoever, caused by any defect in the
product of the Seller, and against and from the expense of defending such
claims and suits, including the court costs, attorneys' fees and all other
expenses.

3.2 Buyer's Product Assurance. The Buyer warrants and agrees to keep all
product purchased from the Seller, without regard to whether the products
are included in the Product List, in good and salable condition, free of
damage, mutilation, alteration, or relabeling,. Should any product under
the control of the Buyer, purchased from the Seller become damaged,
mutilated, altered, or relabeled, in form or substance, the Buyer agrees to
withhold selling or transferring that product to any other party without
the express written authorization of the Seller. Should such product,
damaged, mutilated, altered, or

<PAGE>

relabeled, in form or substance, while under the control of the Buyer, need
to be destroyed or otherwise disposed of, such destruction and or
disposition shall be the sole expense of the Buyer.

Buyer agrees to indemnify and hold harmless Seller (and its agents,
servants, employees, officers, and directors) from and against any and all
claims, suits, and judgments whatsoever, caused by any damage, mutilation,
alteration, relabeling, in form or substance, of the product while in the
control of the Buyer (or its agents, servants, employees, or customers) and
against and from the expense of defending such claims and suits, including
the court costs, attorneys' fees and all other expenses.

ARTICLE IV
AGREEMENT TERM AND TERMINATION

4.1 Term. This Agreement shall be in effect for a period of two years from the
date first written above, or until Two Million pints have been purchased by
the Buyer, whichever is longer. In addition, this Agreement will
automatically renew for one year periods until such time as either party
notifies the other to the contrary.

4.2 Seller's Cancellation. Should the Seller decide not to renew this
Agreement, it must notify the Buyer as such at least Sixty (60) days prior
to the end of this Agreement. In addition, the Seller may cancel this
Agreement, without cause, at any time, by giving the Buyer at least One
Hundred Twenty (120) day's notice.

4.3 Buyer's Cancellation. Should the Buyer decide not to renew this Agreement,
it must notify the Seller as such at least Sixty (60) days prior to the end
of this Agreement. In addition, the Buyer may cancel this Agreement, with
or without cause, at any time, by giving the Seller at least One Hundred
Twenty (120) day's notice.

4.4 Seller's Obligations Upon Cancellation. Upon cancellation or termination of
this Agreement by either party, the Seller agrees to the following:

Seller shall return all formulas, recipes, and other confidential
information to Buyer, or Buyer's agent.

Seller shall release any finished goods, unused packaging, or other raw
materials used specifically for the production of Buyer's products to Buyer
or any person or entity Buyer designates.

4.5 Buyer's Obligations Upon Cancellation. Upon cancellation or termination of
this Agreement by either party, the Buyer agrees to the following:

a) Buyer agrees to purchase all finished goods then in the possession of
the Seller at the then current price as defined in Paragraph 2.2 of
this Agreement.
<PAGE>

b) Paragraph 1.2 notwithstanding, buyer agrees to purchase all unused
packaging and other raw materials used specifically for the production
of Buyer's products at Seller's cost.

c) Buyer agrees to pay a charge for unrecovered equipment amortization.
This charge is calculated by taking the result of Two Million less the
number of pints purchased times 1.5(cent) (2,000,000 - Pints
Purchased) X 1.5(cent) = Unrecovered Equipment Charges). Should Buyer
have purchased Two million pints or more under this agreement, then
this charge is zero.

d) Buyer agrees to pay for all outstanding invoices, within thirty days
of the termination date of this Agreement. Buyer further agrees not to
cancel, withdraw, or otherwise terminate the guarantee as provided in
paragraph 2.6 until all outstanding invoices and charges have been
paid.

ARTICLE V
MISCELLANEOUS PROVISIONS

5.1 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of all of the parties hereto and their heirs, executors,
administrators, permitted assigns or successors in interest.

5.2 Assignments. Neither the Buyer nor the Seller may assign their rights,
interests, or obligations under this Agreement without the prior written
authorization of the other party.

5.3 Amendments. This Agreement may be amended in whole or in part at any time
by written instrument setting forth such changes and signed by each of the
parties hereto.

5.4 Entire Agreement. This Agreement and the exhibits hereto set forth the
entire understanding between the parties relating to the transactions
contemplated herein, there being no terms, conditions, warranties or
representations other than those contained herein, and no change or
modification hereto shall be valid unless made in writing and signed by the
parties hereto.

5.5 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

5.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.

5.7 Headings. The headings contained herein are for reference only and are not
part of this Agreement.
<PAGE>

5.8 Notices. All notices, requests, or demands and other communications from
any of the parties hereto to the other shall be sufficient if in writing
and if sent by registered or certified mail postage prepaid, to the other
party at the address of the other party as contained herein, or at any
other address as any party may later designate by written notice.

To the Seller: Roney Oatman, Inc.
Prairie Street
Aurora, Illinois 60506
To the Buyer: Jeremy's Microbatch Ice Cream, LLC
3741 Walnut Street
Suite 423
Philadelphia, Pennsylvania 19104

5.9 Severability. If any portion or portions of this Agreement shall be, for
any reason, invalid or unenforceable, the remaining portion or portions
shall nevertheless be valid, enforceable and carried into effect, unless to
do so would clearly violate the present legal and valid intentions of the
parties hereto.

5.10 Arbitration. Both parties mutually agree that should any dispute or
controversy arise out of or related to this Agreement, that upon failure of
the parties to resolve the dispute among themselves, that the dispute or
controversy will be resolved by binding arbitration, under the Commercial
Arbitration Rule of the American Arbitration Association before one neutral
arbitrator who shall be a member of the AAA's Large Complex Case panel. In
addition, both parties agree to the following rules:

a) Either party may request arbitration at any time after a dispute or
controversy has been unresolved for a period of sixty (60) days.

b) Both parties agree that all documents relevant to the dispute or
controversy will be submitted to the arbitrator at least Ten (10) days
prior to the arbitration hearing. Concurrent with the submission of
documents to the arbitrator, each party will provide the other party a
copy of all documents submitted. Included in the documents will be a
listing of all witnesses, expert and otherwise, as well as a summary
of their relevant proposed testimony.

c) No outside witnesses may be called to testify in the arbitration
hearing unless so included in the provided documentation. Each party
will be given the opportunity to cross examine the other parties'
witnesses at the arbitration hearing.

d) Unless requested by the arbitrator, or otherwise agreed to at the time
of arbitration by both parties, it is mutually agreed that there shall
be only one arbitration hearing.

e) Once the decision of the arbitrator has been reached, both parties
agree to comply with the terms of the arbitration within Thirty (30)
days of the decision's issuance.

<PAGE>

f) The cost of the arbitrator shall be split equally between the Buyer
and the Seller.

IN WITNESS WHEREOF, the Seller and the Buyer, each through their own
authorized officer, have executed this Agreement on the day and year first
written above.

Seller: Buyer:
RONEY OATMAN, INC. JEREMY'S MICROBATCH ICE CREAM, LLC.
By: By:
JOHN R. HOLMES THOMAS SHELTON

- ------------------------------ ----------------------------------
Chairman Vice President

<PAGE>

EXHIBIT A

PRODUCT LIST AND PRICE CHANGE FORMULAS
--------------------------------------

Initial Product List & Per Gallon Price
- ---------------------------------------

Price Per
Product Flavor Gallon Price
-------------- ------------

Coffee Extra $ 8.18
Smores 7.78
Chocolate Down Under 11.75
Fuzzy Navel 8.01
Chocolate Overload 8.63
Cinnamon Bun 9.06

Price Change Formulas
- ---------------------

Butter Price Adjustment - The per gallon price will be adjusted by taking the
difference in the current month's per pound butter price less the prior month's
per pound butter price times the multiple of 1.2. The butter price used for this
formula will be the Chicago Mercantile Exchange (CME) Grade AA butter price for
the last Friday of each calendar month.

Milk Price Adjustment - The per gallon product price will be adjusted by taking
the difference between the current month's per pound published milk price less
the prior month's per pound published milk price times a multiple of 2. The
published milk price to be used will be the USDA's Official Class II Order 30
price.

Packaging Price Adjustment - The produce price will be adjusted solely on the
change in actual cost of the product packaging used.

PROMISSORY NOTE

$294,467.12 November 19, 1999

Jeremy's MicroBatch Ice Creams, LLC
3741 Walnut Street
Philadelphia, PA 19103-3146
(the "Maker" or "Jeremy's")

The Weightman Group, Inc.
2129 Chestnut Street
Philadelphia, PA, 19103-3146
(the "Holder" or "Weightman")

FOR VALUE RECEIVED, the Maker promises to pay to the order of the Holder,
in lawful money of the United States of America, the sum of TWO HUNDRED NINETY
FOUR, FOUR HUNDRED AND SIXTY SEVEN DOLLARS AND 12/00 ($294,467.12) or such other
amounts and sums outstanding from time to time (including all renewals,
extensions or modifications) (the "Note").

1. Maker shall pay principal to Holder in installments as follows:

(a) $20,000 on each of the following dates: November 19, 1999;
November 24, 1999; December 1, 1999; January 1, 2000;
February 1, 2000 and March 1, 2000.

(b) All remaining unpaid principal on or before the earlier to occur
of: (i) March 15, 2000 or (ii) two days after the occurrence of an
IPO. For purposes of this Note, the term "IPO" shall mean a public
offering by the Holder of any securities pursuant to one or more
registration statements filed under the Securities Act of 1933.

2. All payments due hereunder shall be made at the offices of the Holder at
the address provided above or elsewhere, as shall be directed by written notice.
Maker may prepay the principal amount due under this Note at any time without
penalty or premium. All payments shall be made on or before 4:00 p.m. on the
date they are due.

3. Maker hereby waives presentment for payment, demand, protest, notice of
protest and of dishonor and nonpayment of this Note, and consents that the
Holder may extend the time of payment or otherwise modify the terms of payment
of any part or the whole of the debt evidenced by this Note, and such consent
shall not alter or diminish the liability of Maker. Any notice to Jeremy's shall

<PAGE>

be sufficiently served for all purposes if placed in the mail addressed to, or
hand delivered to, 3741 Walnut Street, Philadelphia, Pennsylvania 19104.

4. The unenforceability or invalidity of any one or more of the provisions,
clauses, sentences and/or paragraphs hereof shall not render any other
provisions, clauses, sentences and/or paragraphs herein contained unenforceable
or invalid.

5. This obligation shall bind Maker and Maker's successors and assigns, and
the benefit hereof shall inure to Holder and its successors and assigns.

6. Maker will be in default ("Default") if any of the following happens:

(a) if a payment due under this Note shall not be paid when due; or

(b) if Jeremy's shall make an assignment for the benefit of creditors,
or file a Voluntary Petition under the Bankruptcy Code, as amended,
or any other federal or state insolvency law, or apply for or
consent to the appointment of a receiver, trustee or custodian of
all or part of its property; or

(c) if Jeremy's shall file an answer admitting the jurisdiction of the
court and the material allegations of an involuntary petition filed
against it under the Bankruptcy Code, as amended, or any other
federal or state insolvency law, or shall fail to have such a
petition dismissed within sixty (60) days after its filing; or

(d) if an Order for Relief shall be entered following the filing of an
involuntary petition against Jeremy's under the Bankruptcy Code, as
amended, or any other Federal or State insolvency law, or if an
order shall be entered appointing a trustee, receiver or
custodian of all or part of its property.

7. Upon the occurrence of Default, the entire unpaid amount due under this
Note shall become immediately due and payable, without notice or demand. In
addition, upon the occurrence of a Default, Weightman shall have all of the
remedies and rights provided by applicable laws and shall be deemed to have
exercised the same immediately, without notice or further action. Jeremy's shall
reimburse Weightman for all costs and expenses, including reasonable attorneys'
fees and costs, incurred by Weightman to collect Jeremy's obligations under this
Note.

8. In addition to all other rights contained in this Note, if a Default
occurs and as long as a Default continues, all outstanding obligations shall
bear interest at the rate of ten Percent (10%) per annum ("Default Rate"). The
Default Rate shall apply from acceleration until the obligations or any judgment
thereon is paid in full.

9. Time is of the essence of this Note.

2
<PAGE>

10. As long as Jeremy's remains current with all payment obligations under
this Note and pays promptly all invoices submitted by Weightman, as a result of
Weightman receiving invoices from third parties after November 18, 1999,
Weightman shall not institute an action against Jeremy's for failure to pay or
copyright infringement or other claims based on use of intellectual property.
Notwithstanding any other provisions in this Note, if legal proceedings are
instituted against Weightman by vendors who are owed money as a result of
services provided on or behalf of Jeremy's, Weightman may add Jeremy's as an
additional defendant or third party defendant in those proceedings. If, as a
result of the proceedings, Jeremy's is obligated to pay the vendor, credit for
the payment will be applied to the last payment due under this Note and shall
not be cause for Jeremy's to delay or interrupt the obligation to make any
installment payments when due. Jeremy's shall indemnify and hold harmless
Weightman for all costs and expenses, including reasonable attorney's fees,
costs and expenses, of any such legal proceedings. Unless Weightman is required
to respond to any complaint immediately, Weightman shall give Jeremy's five days
written notice of any third party legal proceedings before Jeremy's shall be
liable for any legal fees or other costs with respect to such legal action.

11. THE MAKER ACKNOWLEDGES AND AGREES THAT THIS NOTE CONTAINS A POWER OF
AUTHORITY FOR ANY ATTORNEY TO CONFESS JUDGMENT AGAINST THE MAKER. IN GRANTING
THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST MAKER, THE MAKER, FOLLOWING
CONSULTATION WITH COUNSEL FOR MAKER AND WITH KNOWLEDGE OF THE LEGAL EFFECT
HEREOF, HEREBY WAIVES ANY AND ALL RIGHTS THE MAKER HAS OR MAY HAVE TO PRIOR
NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND
LAWS OF THE UNITED STATES OF AMERICA, COMMONWEALTH OF PENNSYLVANIA, OR ELSEWHERE
INCLUDING, WITHOUT LIMITATION, A HEARING PRIOR TO GARNISHMENT AND ATTACHMENT OF
THE MAKER'S BANK ACCOUNT AND OTHER ASSETS. THE MAKER ACKNOWLEDGES AND
UNDERSTANDS THAT BY ENTERING INTO THIS NOTE CONTAINING A CONFESSION OF JUDGMENT
CLAUSE THE MAKER IS VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY GIVING UP ANY AND
ALL RIGHTS, INCLUDING CONSTITUTIONAL RIGHTS, THAT MAKER HAS OR MAY HAVE TO
NOTICE AND A HEARING BEFORE JUDGMENT CAN BE ENTERED AGAINST MAKER AND BEFORE THE
MAKER'S ASSETS, INCLUDING, WITHOUT LIMITATION, ITS BANK ACCOUNTS, MAY BE
GARNISHED, LEVIED, EXECUTED UPON, AND/OR ATTACHED.

------------
Initial

12. IF A DEFAULT OCCURS UNDER THIS NOTE MAKER HEREBY AUTHORIZES AND
EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD OR THE PROTHONOTARY OR CLERK OF ANY
COUNTY IN THE COMMONWEALTH OF PENNSYLVANIA, OR IN ANY JURISDICTION WHERE
PERMITTED BY LAW OR THE CLERK OF ANY UNITED STATES DISTRICT COURT, TO APPEAR FOR
MAKER IN ANY AND ALL ACTIONS WHICH MAY BE BROUGHT HEREUNDER AND ENTER AND
CONFESS JUDGMENT AGAINST THE MAKER IN FAVOR OF THE HOLDER FOR SUCH SUMS AS ARE

3
<PAGE>

DUE OR MAY BECOME DUE HEREUNDER OR UNDER ANY OTHER AGREEMENT OR DOCUMENT,
TOGETHER WITH COSTS OF SUIT AND ACTUAL COLLECTION COSTS INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES EQUAL TO 5% OF THE OBLIGATIONS THEN DUE
AND OWING BUT IN NO EVENT LESS THAN $5,000.00, WITH OR WITHOUT DECLARATION,
WITHOUT PRIOR NOTICE, WITHOUT STAY OF EXECUTION, AND WITH RELEASE OF ALL
PROCEDURAL ERRORS AND THE RIGHT TO ISSUE EXECUTIONS FORTHWITH.

MAKER WAIVES THE RIGHT TO ANY NOTICE AND HEARING PRIOR TO THE EXECUTION,
LEVY, ATTACHMENT, OR OTHER TYPE OF ENFORCEMENT OF ANY JUDGMENT OBTAINED
HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO BE NOTIFIED AND HEARD
PRIOR TO THE GARNISHMENT, LEVY, EXECUTION UPON, AND ATTACHMENT OF MAKER'S BANK
ACCOUNTS AND OTHER PROPERTY. IF A COPY OF THIS NOTE VERIFIED BY AFFIDAVIT OF ANY
OFFICER OF THE HOLDER SHALL HAVE BEEN FILED IN SUCH ACTION, IT SHALL NOT BE
NECESSARY TO FILE THE ORIGINAL THEREOF AS A WARRANT OF ATTORNEY. THE AUTHORITY
HEREIN GRANTED TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY SINGLE EXERCISE
THEREOF, BUT SHALL CONTINUE AND MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS
THE HOLDER SHALL FIND IT NECESSARY AND DESIRABLE AND AT ALL TIMES UNTIL FULL
PAYMENT OF ALL AMOUNTS DUE HEREUNDER AND UNDER ANY OTHER AGREEMENT OR DOCUMENT.
THE HOLDER MAY CONFESS ONE OR MORE JUDGMENTS IN THE SAME OR DIFFERENT
JURISDICTIONS FOR ALL OR ANY PART OF THE OBLIGATIONS ARISING HEREUNDER OR UNDER
ANY OTHER AGREEMENT OR DOCUMENT TO WHICH MAKER IS A PARTY, WITHOUT REGARD TO
WHETHER JUDGMENT HAS THERETOFORE BEEN CONFESSED ON MORE THAN ONE OCCASION FOR
THE SAME OBLIGATIONS. IN THE EVENT THAT ANY JUDGMENT CONFESSED AGAINST THE MAKER
IS STRICKEN OR OPENED UPON APPLICATION BY OR ON BEHALF OF MAKER OR ANY OBLIGOR
FOR ANY REASON, THE HOLDER IS HEREBY AUTHORIZED AND EMPOWERED TO AGAIN APPEAR
FOR AND CONFESS JUDGMENT AGAINST MAKER FOR ANY PART OR ALL OF THE OBLIGATIONS
OWING UNDER THIS NOTE AND/OR FOR ANY OTHER LIABILITIES, AS HEREIN PROVIDED.

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Initial

13. Subject to paragraph 10 hereof, nothing in this Note shall limit,
modify or prevent the remedies and rights of Weightman under existing law or
agreements between Weightman and Jeremy's.

14. This Note has been delivered to Holder and accepted by Holder in the
Commonwealth of Pennsylvania. If there is a lawsuit, Maker agrees upon Holder's
request to submit to the jurisdiction of the courts of Philadelphia County, the
Commonwealth of Pennsylvania or in the United States District Court for the
Eastern District of Pennsylvania. Each party consents to the venue and

4
<PAGE>

jurisdiction of those Courts and shall not raise any objection based on the
inconvenience of the forum. Service of any process in any proceedings may be
made as provided in the Notice provisions of this Note. This Note shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania.

15. MAKER BY EXECUTION HEREOF AND HOLDER BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT
HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO HOLDER TO ACCEPT THIS NOTE.

16. This note may be amended only by a writing signed on behalf of each
party.

17. This Note is intended to take effect as an instrument under seal.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
duly executed, sealed, and delivered this Note the day and year first above
written

ATTEST: JEREMY'S MICROBATCH ICE CREAM, LLC

By:
- ----------------------------------- --------------------------------------
Name:
Title:

5
<PAGE>

Agreement made this 19th day of November 1999 by and between The
Weightman Group, Inc. ("Weightman") and Jeremy's MicroBatch Ice Cream, LLC
("Jeremy's").
BACKGROUND

A. Jeremy's has issued to Weightman a Note in the face amount of
$294,467.12 (the "Note").

B. The parties desire to memorialize their agreement about the use of
certain intellectual property (the "Intellectual Property") provided to
Jeremy's by Weightman.

AGREEMENT

Now therefore, for good and valuable consideration, intending to be legally
bound, the parties agree as follows:

1. As long as Jeremy's performs its requirements under the Note, Weightman
does not object to Jeremy's use of the Intellectual Property.

2. Weightman cannot comment or speak for other parties who may own or have an
interest in the Intellectual Property. Those parties may object to the use
of the Intellectual Property.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
duly executed, sealed, and delivered this Note the day and year first above
written.

ATTEST: JEREMY'S MICROBATCH ICE CREAM, LLC

By:
- ----------------------------------- --------------------------------------
Name:
Title:

ATTEST: THE WEIGHTMAN GROUP, INC.

By:
- ----------------------------------- --------------------------------------
Name:
Title:

CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

Jeremy's Microbatch Ice Creams, Inc.
Philadelphia, Pennsylvania

We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated September 16, 1999 except for Note 8
which is as of December __, 1999, relating to the consolidated financial
statements of Jeremy's Microbatch Ice Creams, Inc., which is contained in that
Prospectus. Our report contains an explanatory paragraph regarding the Company's
ability to continue as a going concern.

We also consent to the reference to us under the caption "Experts" in the
Prospectus.

BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
December 15, 1999

<ARTICLE> 5
<CURRENCY> US$

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 124,129
<SECURITIES> 0
<RECEIVABLES> 76,721
<ALLOWANCES> 0
<INVENTORY> 111,945
<CURRENT-ASSETS> 338,427
<PP&E> 83,015
<DEPRECIATION> 6,735
<TOTAL-ASSETS> 893,852
<CURRENT-LIABILITIES> 1,214,678
<BONDS> 0
0
0
<COMMON> 17,677
<OTHER-SE> (362,870)
<TOTAL-LIABILITY-AND-EQUITY> 893,852
<SALES> 1,197,698
<TOTAL-REVENUES> 1,197,698
<CGS> 876,136
<TOTAL-COSTS> 3,252,145
<OTHER-EXPENSES> 18,816
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 42,348
<INCOME-PRETAX> (2,110,611)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,110,611)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,110,611)
<EPS-BASIC> (1.70)
<EPS-DILUTED> (1.70)

</TABLE>