1 c. butter
2 c. sugar
3 eggs
2 1/2 c. flour
1 tsp. baking soda
1 tsp. cinnamon
1/2 tsp. nutmeg
1/2 tsp. allspice
2 tbsp. cocoa
1/2 c. water
1 tsp. vanilla
2 c. shredded carrots
3/4 c. chopped nuts
3/4 c. chocolate chips

Preheat oven to 350 degrees. Cream butter and sugar until light and fluffy. Add eggs, one at a time; beating well after each addition. Sift dry ingredients together; add to creamed mixture alternately with water and vanilla. Fold in carrots, nuts and chips. Turn into 9"x13" baking pan. Bake for 45 minutes. Cool and frost with cream cheese frosting.