FOR CRUST:

3/4 c. breadcrumbs
1/3 c. ground pinenuts or walnuts
1/4 c. grated Parmesan cheese
1/3 c. melted butter

FOR PESTO:

1 c. coarsely chopped fresh spinach
1/3 c. grated Parmesan cheese
1/4 c. pinenuts or walnut pieces
1 clove garlic, cut in half
1/4 tsp. salt
1/4 tsp. ground pepper
1/3 c. olive oil or vegetable oil

FOR FILLING:

24 oz. cream cheese, softened
3 eggs
1/4 c. milk

Preheat oven to 300 degrees. Spray 8 inch springform pie pan with nonstick spray. Prepare crust: in a large bowl combine breadcrumbs, cheese, and ground nuts. Using pastry blender, add butter until blended. Spoon into pie pan and using fingers press mix to cover base and up sides to one inch. Prepare pesto: in food processor grind cheese, nuts, garlic, salt and pepper. Add spinach and process until smooth. With processor running, add oil until blended. Prepare filling: with electric beater on high, beat cream cheese until fluffy. Add eggs, mixing after each at lower speed until well blended. Add milk. Mix until smooth. Add pesto and blend at low speed. Pour filling into pie shell and smooth out the top. Bake at 300 degrees for one hour or until set. Turn off oven, leave door slightly open, and let cake remain in the oven for one hour. Remove and serve, or remove and cool on racks completely and then chill. Garnish the top with nuts.