Form 8-K NEWCOM INTERNATIONAL INC

Events or Changes Between Quarterly Reports

What is Form 8-K?
  • Accession No.: 0001144204-03-007506 Act: 34 File No.: 000-30727 Film No.: 031008464
  • CIK: 0001058553
  • Submitted: 2003-11-17
  • Period of Report: 2003-11-14

8-K TXT

v00691_8k.txt

                                                             SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2003
                                                  ------------------------------


                            NEWCOM INTERNATIONAL, Inc
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             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           Nevada                        0-30727                 86-0907027
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(State or other jurisdiction     (Commission File Number)      (IRS Employer
      of incorporation)                                      Identification No.)


         2102 BUSINESS CENTER DRIVE, SUITE 130 IRVINE, CALIFORNIA 92612
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              (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: (949) 717-0630
                                                    ----------------------------

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          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


                                      -1-
<PAGE>

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

         None.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         ACQUSITION OF H&H, INC.

         On November 14, 2003,  NewCom  International,  Inc., by and through its
wholly owned subsidiary,  Paradise Pizza, Inc.  completed the acquisition of H&H
Pizza, Inc., a California corporation, in exchange for a secured promissory note
in the  principal  amount of  $655,335,  with  $400,000  due by the later of (i)
December 16, 2003,  or (ii) 20 business  days after the filing of a Form 211 (or
Rule  15c2-11  Exemption  Request  Form) with the NASD with  respect to NewCom's
common  stock,  and the  remaining  principal  balance and accrued  interest due
November  14, 2004.  The  promissory  note is secured by a pledge of  13,000,000
shares of Series B  Preferred  Stock of  NewCom.  In  addition,  NewCom's  Chief
Executive Officer,  Chris Marshall,  granted to Tom and Paul Pishos, the sellers
of H&H, Inc., a warrant to purchase up to 1,000,000 shares of Series B Preferred
Stock of NewCom from Chris Marshall at a purchase price of $0.10 per share.

         H&H Pizza owns and  operates  three pizza  restaurants  in the Northern
California area, and it manages an additional 22 pizza restaurants controlled by
Tom  and  Paul  Pishos  pursuant  to  a  management  agreement.  H&H  Pizza  has
approximately 50 employees and approximately $2,000,000 in annual sales.

         Under the terms of the  purchase  agreement,  the Pishos have agreed to
negotiate  in good faith to sell to  Paradise  Pizza the  remaining  restaurants
controlled  by the  Pishos.  In  addition,  Paradise  Pizza has  entered  into a
five-year employment agreement with Paul Pishos.


ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Not applicable.

ITEM 5.  OTHER EVENTS.

         Not applicable.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.


                                      -2-
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of businesses acquired.

                  The financial statements required by Item 310(c) of Regulation
S-B in connection  with the  acquisition  of H&H, Inc.  described  above will be
provided by an amendment to this report filed within 60 days of the date hereof.

         (b)      Pro forma financial information.

                  The pro forma financial information required by Item 310(d) of
Regulation  S-B  with the  acquisition  of H&H,  Inc.  described  above  will be
provided by an amendment to this report filed within 60 days of the date hereof.

         (c)      Exhibits.

                  2.1      Purchase  Agreement  as of  November  14, 2003 by and
among H&H, Inc., Thomas Pishos, Paul Pishos, and Paradise Pizza, Inc.

ITEM 8.  CHANGE IN FISCAL YEAR.

         Not applicable.

                                      -3-
<PAGE>

ITEM 9.  REGULATION FD DISCLOSURE.

         Not applicable.

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            NEWCOM INTERNATIONAL, INC.
                                            (Registrant)


Date:  November 14, 2003                    By: /s/ Chris Marshall
                                               ---------------------------------
                                                Chris Marshall, President and
                                                Chief Executive Officer

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EX-2.1 TXT

v00691_ex2-1.txt

                                                                                                           EXHIBIT 2.1

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                               PURCHASE AGREEMENT


                                 BY AND BETWEEN



   H&H PIZZA, INC., A CALIFORNIA CORPORATION, THOMAS PISHOS, AND PAUL PISHOS;

                                 ON THE ONE HAND


                                       AND



                 PARADISE PIZZA, INC., A CALIFORNIA CORPORATION

                                ON THE OTHER HAND








                                NOVEMBER 14, 2003
--------------------------------------------------------------------------------

<PAGE>

                               PURCHASE AGREEMENT

         This Purchase  Agreement (the  "AGREEMENT")  is made as of November 14,
2003 by and among H&H Pizza,  Inc., a  California  corporation  ("TARGET"),  the
shareholders  of  Target,  each as listed on  SCHEDULE 1 (each a  "SELLER,"  and
collectively,  the  "SELLERS")  on the one hand,  and  Paradise  Pizza,  Inc., a
California corporation (the "PURCHASER"), on the other hand.

                                    RECITALS

         WHEREAS,  the  Target  currently  operates  Three  (3)  restaurants  as
Paradise  Pizza  restaurants,  and manage  Seventeen  (17) other  restaurants as
Paradise Pizza restaurants.

         WHEREAS, the Sellers desire to sell, and Purchaser desires to purchase,
all of the  Sellers'  stock in Target,  subject to and  according  the terms and
conditions and for the consideration set forth in this Agreement;

         NOW,  THEREFORE,  in consideration of the covenants and representations
set forth  herein,  and for other good and valuable  consideration,  the parties
hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         As used in this  Agreement,  the  following  terms  have  the  meanings
indicated:

         "AFFILIATE"  means,  with  respect to any Person:  (i) any Person which
directly,  or indirectly  through one or more  intermediaries,  controls,  or is
controlled by, or is under common control with, such Person;  (ii) any Person of
which five percent (5%) or more of the equity  interest is held  beneficially or
of record by such Person; (iii) with respect to an individual, any Family Member
of such Person;  or (iv) any business of which such Person or any Family  Member
of such  Person is a director,  officer,  employee  or equity  holder.  The term
"control"  for purposes of this  definition  means the  possession,  directly or
indirectly,  of the power to  influence  the  direction  of the  management  and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise.

          "CLOSING"  and  "CLOSING  DATE" have the meanings set forth in Section
2.10.

         "DISCLOSURE  SCHEDULE"  means the  disclosure  schedule  prepared  by a
Seller or the Purchaser setting forth the exceptions to the  representations and
warranties contained in this Agreement.

         "FINANCIAL STATEMENTS" has the meaning set forth in Section 3.6.

         "DAMAGES" means all losses, liabilities, obligations, judgments, liens,
injunctions,  charges,  orders,  decrees,  rulings,  damages, dues, assessments,
Taxes (including any state Tax liability (including interest and penalties),  if
any,  fines,  penalties,  expenses,  fees,  costs,  amounts  paid in  settlement
(including  reasonable  attorneys' and expert witness fees and  disbursements in


<PAGE>

connection  with  investigating,  defending or settling any action or threatened
action), arising out of any claim, damages, complaint,  demand, cause of action,
audit,  investigation,  hearing,  action,  suit, or other proceeding asserted or
initiated or otherwise  existing in respect of any matter or from any claim that
results from the breach of any  representation  or warranty made by any party to
this Agreement  herein or in the Schedules and Exhibits  hereto,  or certificate
delivered in connection herewith,  or resulting from any such  misrepresentation
or breach of warranty,  or  nonfulfillment  of any  agreement or covenant of any
party to this  Agreement  contained  herein or in any  agreement  or  instrument
required to be entered into in connection herewith or from any misrepresentation
in or omission  from any schedule,  document,  certificate  or other  instrument
required to be  furnished  by any party to this  Agreement  hereunder.  Although
materiality  provisions within this Agreement shall,  along with the Agreement's
other terms and  conditions,  determine  whether Damages have been incurred with
respect to a party, once Damages have been determined to have been incurred by a
party,  such  materiality  provisions  shall not be a factor in determining  the
amount of Damages that are recoverable by such party.

         "FAMILY  MEMBER"  means,  with respect to an  individual,  each parent,
spouse, child, grandchild, brother, sister or the spouse of a child, grandchild,
brother or sister of the  individual,  and each trust created for the benefit of
one or more of such  persons and each  custodian of a property of one or more of
such persons.

         "GAAP" means United States generally  accepted  accounting  principles,
consistently applied in accordance with historic practices.

          "INDEBTEDNESS"  means, without  duplication:  (i) all indebtedness for
borrowed money and all bonds, notes and debentures issued by a Seller;  (ii) all
obligations  secured by any Lien on property owned by the Seller or in which the
Seller has rights,  whether or not the  indebtedness  secured thereby shall have
been assumed;  (iii) all amounts  representing the  capitalization of rentals in
accordance with GAAP;  (iv) all amounts owing by the Seller to any  Shareholder,
Partner or any Affiliate  thereof;  (v) letters of credit issued for the account
of the Seller and, without  duplication,  all drafts drawn thereunder;  and (vi)
all guarantees,  endorsements and other  contingent  obligations with respect to
liabilities of a type described in any of clauses (i) through (v) above.

         "INTELLECTUAL PROPERTY" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice),  all improvements thereto,
(b) all  trademarks,  service  marks,  trade  dress,  logos,  trade  names,  and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,  manufacturing and production  processes and
techniques,  technical data,  designs,  drawings,  specifications,  customer and
supplier lists,  pricing and cost information,  and business and marketing plans
and  proposals),   (f)  all  computer  software   (including  data  and  related
documentation),  (g) all  other  proprietary  rights,  and (h)  all  copies  and
tangible embodiments thereof (in whatever form or medium).


                                      -2-
<PAGE>

         "KNOWLEDGE" means actual or constructive knowledge of a Person.

         "LIABILITIES" means all Indebtedness, obligations and other liabilities
of a Person, whether absolute, accrued,  contingent, fixed or otherwise, whether
known or unknown, or whether due or to become due.

         "LIEN" means,  with respect to any asset, any mortgage,  lien,  pledge,
charge,  security interest,  assessment,  deed of trust,  lease,  adverse claim,
levy,  charge,  restriction  on transfer,  or  encumbrance  of any kind,  or any
conditional sale or title retention  agreement or other agreement to give any of
the foregoing in the future.

         "ORDINARY  COURSE OF  BUSINESS"  means the usual,  regular and ordinary
course of business  consistent  with past custom and  practice  (including  with
respect to quantity and frequency) and in substantially the same manner as prior
to the date of this Agreement.

         "PERSON"  means any natural  person,  corporation,  partnership,  joint
venture,  limited liability company,  association,  joint-stock  company,  other
business organization,  trust, union, unincorporated organization or government,
or any agency or political subdivision thereof.

         "SECURITY  INTEREST"  means any mortgage,  pledge,  lien,  encumbrance,
charge, or other security interest.

         "TAXES"  means  all  taxes,   charges,   levies,   penalties  or  other
assessments  imposed by any federal,  state,  local or foreign taxing authority,
including  but not  limited  to,  income,  excise,  property,  sales,  transfer,
franchise, payroll,  withholding,  social security or other taxes, including any
interest, penalties or additions attributable thereto, and any obligations under
any  agreements  or  arrangements  with any other  person  with  respect to such
amounts and including any liability for taxes of a predecessor entity.

         "TAX RETURN" means any return,  declaration,  report, claim for refund,
or information return or statement relating to Taxes,  including any schedule or
attachment thereto, and including any amendment thereof.

                                   ARTICLE II

                                PURCHASE AND SALE

         2.1 SALE OF TARGET SHARES.  Subject to the terms and conditions of this
Agreement  each  Shareholder  agrees to sell all shares of stock in Target  (the
"TARGET SHARES") then held by each such Shareholder, as set forth on SCHEDULE 1,
to the Purchaser and to deliver the  certificates  evidencing such shares to the
Purchaser  at the  Closing.  The  certificates  for such shares will be properly
endorsed  for  transfer to and  accompanied  by duly  executed  stock or similar
powers in favor of the Purchaser and otherwise in a form acceptable for transfer
on the books of the Target,  and the Target  shall  affect such  transfer on its
books.

         2.2  PURCHASE  OF SHARES  BY THE  PURCHASER.  Subject  to the terms and
conditions of this Agreement,  the Purchaser agrees to acquire the Target Shares
from the Shareholders,  respectively,  at the Closing for an aggregate  purchase
price of Six Hundred Fifty Five Thousand Three Hundred and Thirty-three Dollars,

                                      -3-
<PAGE>

($655,335.00)  (the "Purchase  Price").  The Purchase Price shall be composed of
the following:

                  (i) A promissory note (the "PROMISSORY NOTE") in the amount of
Six  Hundred  Fifty  Five  Thousand  Three  Hundred  and  Thirty-three  Dollars,
($655,335.00) in the form attached hereto as EXHIBIT A; and

                  (ii) A warrant in favor of Thomas and Paul  Pishos to purchase
up to 1,000,000 shares of NewCo stock from Chris Marshall at a purchase price of
$0.10 per share.

         2.3 PURCHASE PRICE ALLOCATION. The Purchase Price shall be allocated as
set forth in Schedule 2.

         2.4 SALE OF  REMAINING  RESTAURANTS.  Purchaser  and  Sellers  agree to
negotiate in good faith regarding the  Purchaser's  acquisition of the remaining
restaurants  owned or controlled,  directly or indirectly,  by the Sellers.  The
parties acknowledge and agree that the ability to acquire all of the restaurants
as a group,  and not merely  some  restaurants,  was a material  inducement  for
Purchaser to enter into this  Agreement,  and  Purchaser  would not have entered
into this Agreement without the ability to acquire all of the restaurants.

         2.5 PAUL PISHOS EMPLOYMENT AGREEMENT. At the Closing, the parties shall
enter into an  employment  agreement  whereby  Paul Pishos  agrees to render his
full-time  services to Purchaser  for five (5) years at an annual  salary of Two
Hundred  Sixty Four Thousand  Dollars  ($264,000).  The  remaining  terms of his
employment, including but not limited to a covenant not to compete, shall be set
forth in that Employment Agreement attached hereto as Exhibit B.

         2.6 LEASE OF TRACY OFFICE BUILDING.  At the Closing,  the parties shall
enter into a lease for that office building located at 31 E. 6th Street,  Tracy,
California for a period of  twenty-four  (24) months at a rent of Three Thousand
Dollars  ($3,000) per month,  triple net. The remaining terms of the lease shall
be set forth in that Lease Agreement attached hereto as Exhibit C.

         2.7 CERTAIN ASSETS & LIABILITIES NOT INCLUDED AS PART OF TARGET. On the
Closing  Date, it is hereby  agreed that the  following  assets and  liabilities
currently  reflected in the Target's most recent Financial  Statements shall not
be  acquired by  Purchaser  through its  acquisition  of the Target  Shares from
Sellers:  (i) all notes and other evidences of  indebtedness  due to Target from
various  entities  owned  and/or  controlled  by Sellers,  including  to Sellers
individually, (ii) all notes and other evidences of indebtedness due from Target
to various  entities  owned and/or  controlled by Sellers,  including to Sellers
individually,  (iii) Target's 50% ownership  interest in Oakland Pizza,  Inc., a
California  corporation,  (iv) any  rights of  ownership  in  Paradise  Pizza of
Coalinga, a California limited partnership, and (v) any automobile vehicles used
by Sellers for business  and/or personal  reasons.  Sellers shall assume any tax
liabilities  associated  with the  distribution  or disposition of the foregoing
items.

         2.8 THE CLOSING.  The  consummation of the purchase and sale under this
Agreement (the  "CLOSING") will occur at the offices of Cornerstone Law Group in
San  Francisco,  California,  concurrently  with the execution of this Agreement
(the "CLOSING DATE").


                                      -4-
<PAGE>

                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The Sellers  represent  and warrant to the  Purchaser as of the Closing
Date, except as expressly  indicated on the Seller Disclosure Schedule set forth
in Schedule 3 which exceptions are deemed to be  representations  and warranties
as if made within this Article III, as follows in this Article III.

         3.1  ORGANIZATION  AND GOOD  STANDING  OF  TARGET.  The  Target is duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction of its formation,  and each is duly authorized to conduct  business
and is in  good  standing  under  the  laws  of  each  jurisdiction  where  such
qualification  is required,  except where such failure to be qualified would not
have an adverse effect on the Target.  The Target has full  corporate  power and
authority and all licenses, permits, and authorizations necessary to comply with
its obligations hereunder.

         3.2  AUTHORIZATION  OF  TRANSACTION.  Each  Seller  has full  power and
authority to execute and deliver this  Agreement and to perform its  obligations
hereunder.  Without  limiting  the  generality  of the  foregoing,  the Board of
Directors  of  Target  has duly  authorized  the  execution,  delivery,  and its
performance of this Agreement.  This Agreement constitutes the valid and legally
binding obligation of the Target and each Seller, enforceable in accordance with
its  terms  and  conditions,  except  as  limited  by  bankruptcy,   moratorium,
insolvency and similar laws.

         3.3 NONCONTRAVENTION. To each Sellers' knowledge, neither the execution
and the delivery of this Agreement,  nor the  consummation  of the  transactions
contemplated  hereby,  will (i) violate any constitution,  statute,  regulation,
rule, injunction,  judgment, order, decree, ruling, charge, or other restriction
of any  government,  governmental  agency,  or court to which the Sellers or the
Target are subject or any  provision  of the charter,  partnership  agreement or
bylaws of the Target or (ii) conflict with,  result in a breach of, constitute a
default under,  result in the  acceleration of, create in any party the right to
accelerate,  terminate,  modify,  or  cancel,  or require  any notice  under any
agreement,  contract, lease, license,  instrument, or other arrangement to which
the  Seller or the  Target is a party or by which it is bound or to which any of
its assets is subject (or result in the imposition of any Security Interest upon
any of its assets) which has not been waived.

         3.4      CAPITALIZATION; OWNERSHIP OF STOCK.

                  (a)      Each  Seller  owns  beneficially  and of record  that
number of  shares  of stock of Target  listed  opposite  such  Seller's  name on
Schedule 1, free and clear of all Liens,  and has,  and on the Closing Date will
have,  good and valid title to such shares.  The delivery of stock  certificates
representing  the shares owned by each Seller in the manner  provided in Section
2.1 will  transfer to the  Purchaser  good and valid title to the Target  Shares
free and clear of all Liens.

                  (b)      The authorized  capital stock of the Target  consists
of 7,500  shares of common  stock,  $10.00 par value per share,  of which  1,002
shares are issued and outstanding.  All such issued and outstanding  shares have
been issued to the Sellers in the amounts set forth  opposite  their  respective
names on  SCHEDULE 1. The Target  Shares are duly  authorized,  validly  issued,


                                      -5-
<PAGE>

fully paid and  non-assessable and were issued in compliance with all applicable
federal and state securities laws.

                  (c)      Except  as  set  forth  in  the   Seller   Disclosure
Schedule,  there are no: (i) rights, options or warrants of any kind outstanding
to purchase or acquire  capital stock or any other voting or ownership  interest
in Target;  or (ii) other securities,  obligations,  agreements or rights of any
kind outstanding which are exercisable for, convertible into or exchangeable for
any capital  stock or any other voting or ownership  interest in Target or under
the terms of which the  parties  thereto  have the right to  purchase or acquire
capital stock or any other voting or ownership interest in Target.

                  (d)      Except  as  set  forth  in  the   Seller   Disclosure
Schedule,  Target is not subject to any  obligation  to  repurchase or otherwise
acquire  or retire  any shares of capital  stock.  There are no  commitments  of
Target to  distribute  to holders of any class of its capital stock any evidence
of indebtedness or assets, or to pay any dividend or make any other distribution
in respect thereof.

                  (e)      No Person has a contractual  right to demand or other
right to cause Target to file any registration or similar statement  relating to
any  securities  of  Target  or any  right to  participate  in any  offering  of
securities.  There are no agreements between or among any shareholders of Target
or buy-sell  agreements  of any kind  affecting  Target  capital  stock or other
securities.

         3.5 TITLE TO ASSETS. Target has good and marketable title to all of its
assets, free and clear of all Security Interests or restriction on transfer.  No
Security Interests or restrictions encumber any of the assets of Target.

         3.6 FINANCIAL STATEMENTS. Target has made available to Purchaser all of
its  financial  statements,   including,  if  applicable,  all  balance  sheets,
statements of operation,  capital accounts,  and changes in equity and cash flow
(collectively,  "Financial Statements"). The Financial Statements (including the
notes  thereto)  have  been  prepared  in  accordance  with  GAAP  applied  on a
consistent  basis  throughout the periods  covered  thereby,  present fairly the
financial  condition  as of such dates and the  results of  operations  for such
periods, are correct and complete, and are consistent with the books and records
of Target (which books and records are correct and complete).

         3.7 EVENTS  SUBSEQUENT TO MOST RECENT FISCAL YEAR END. Since  September
30,  2003,  there has not been any  adverse  change in the  business,  financial
condition,  operations,  results of  operations,  or future  prospects of Target
relating to any asset.  Without limiting the generality of the foregoing,  since
that date through the Closing Date: (i) Target has not sold,  leased,  licensed,
transferred or assigned any asset,  stock or partnership  interest;  (ii) Target
has not entered into any agreement,  contract,  lease,  or license (or series of
related  agreements,  contracts,  leases,  and licenses)  relating to any asset;
(iii)  no  party  has  accelerated,   terminated,  modified,  or  cancelled  any
agreement,  contract,  lease,  or  license  (or  series of  related  agreements,
contracts,  leases,  and  licenses)  relating to any asset to which  Target is a
party or by which it is bound;  (iv) no Security  Interest has been imposed upon
any  asset,  stock  or  partnership  interest  of  Target;  (v)  Target  has not
cancelled,  compromised,  waived,  or released  any right or claim (or series of
related  rights and claims)  relating to any asset;  (vi) Target has not granted
any  license or  sublicense  of any rights  under or with  respect to all or any


                                      -6-
<PAGE>

portion of any  Intellectual  Property  relating  directly or  indirectly to any
asset;  (vii)  there has been no change  made or  authorized  in the  charter or
bylaws of Target; (viii) Target has not experienced any damage,  destruction, or
loss (whether or not covered by insurance) to any asset; (ix) there has not been
any other  material  occurrence,  event,  incident,  action,  failure to act, or
transaction  involving any asset, stock or partnership  interest;  (x) there has
not been paid any bonuses or other pay  increases or payments of any type except
base pay to any employee; (xi) there has not been paid or transferred any amount
to any  Seller  for any  reason,  including  without  limitation  any  dividend,
distribution,  repurchase of stock or return of capital, except base salaries at
currently  existing  levels;  and (xii)  Target has not  committed to any of the
foregoing.

         3.8 UNDISCLOSED  LIABILITIES.  Target has no Liability (and there is no
basis  for  any   present  or  future   action,   suit,   proceeding,   hearing,
investigation, charge, complaint, claim, or demand against it giving rise to any
Liability)  relating to or  affecting,  directly or  indirectly,  any of assets,
stock or partnership interests,  except for Liabilities set forth on the face of
the most recent balance sheet (rather than in any notes thereto) or as otherwise
disclosed in writing to Purchaser as part of this transaction..

         3.9 LEGAL  COMPLIANCE.  There has been no  violation  by any  Seller or
Target of any applicable  laws  (including  rules,  regulations,  codes,  plans,
injunctions,  judgments,  orders,  decrees,  rulings, and charges thereunder) of
federal,  state, local, and foreign governments (and all agencies thereof),  nor
any action, suit, proceeding, hearing, investigation,  charge, complaint, claim,
demand or notice has been filed or commenced or threatened that will prohibit or
adversely  affect  any  Seller's  ability  to  enter  into  and  to  perform  it
obligations  under this  Agreement  or affect any  asset,  stock or  partnership
interest.

         3.10     TAX MATTERS.

                  (a)      The  Target  has  filed all Tax  Returns  that it was
required to file,  and all such Tax  Returns  were  correct and  complete in all
respects. To Seller's Knowledge, all Taxes owed by Target and due and payable as
of the Closing (whether or not shown on any Tax Return) have been paid. No claim
has ever been made by an authority in a  jurisdiction  where the Target does not
file Tax  Returns  that the  Seller is or may be  subject  to  taxation  by that
jurisdiction.  There are no Security Interests or tax liens on any of the assets
of the Target that arose in connection with any failure (or alleged  failure) to
pay any Tax.

                  (b)      To  Seller's  Knowledge,   no  officer  (or  employee
responsible  for Tax matters) of the Target  expects any authority to assess any
additional  Taxes with respect to the Target or any of its assets for any period
for which Tax Returns have been filed.  There is no dispute or claim  concerning
any Tax Liability of the Target or pertaining to the Target's assets.

         3.11 INTELLECTUAL PROPERTY. To Seller's knowledge,  the Target owns all
Intellectual Property necessary or desirable for the operation of its respective
business. The Target's assets include all the Intellectual Property that is used
to contract the business of Target. Each item of Intellectual  Property relating
to the  Target's  assets  owned or used by the Target  immediately  prior to the
Closing  will  be  owned  by  the  Target  on  identical  terms  and  conditions
immediately  subsequent to the Closing.  Immediately  subsequent to the Closing,
the Sellers  will not have  retained  any  Intellectual  Property  necessary  or
desirable for the continued operation of the Target's business by the Purchaser.


                                      -7-
<PAGE>

Each  Seller  has  no  Knowledge  of  any   infringement   upon  its  respective
Intellectual  Property  and,  based on such fact,  has taken all  necessary  and
desirable  action to maintain and protect each material item of its Intellectual
Property.  To Sellers'  Knowledge,  the Target has good and indefeasible  title,
free and clear of all encumbrances or other claims, to all Intellectual Property
currently  used by Target and to all  Intellectual  Property  necessary  for the
operation of Target's  business as now  conducted  and, to the Knowledge of each
Seller,  as  presently  contemplated  to be  conducted  in  the  future.  To the
Knowledge of each Seller,  Target conducts its business without  infringement or
claim  of  infringement  of  any  Intellectual   Property  or  other  intangible
properties of others. Notwithstanding the foregoing, it is understood and agreed
that  Target  does not have  any  ownership  interest  in the  "Paradise  Pizza"
tradename  and logo,  with  ownership  interest  in said  intangibles  vested in
Pishos,  Inc.,  a  California  corporation.  Target's  right  to the  use of the
foregoing in the operation and  management of the various pizza  restaurants  in
its capacity as an "at-will"  licensee,  subject to revocation  by Pishos,  Inc.
within 30 days written notice.

         3.12 CONTRACTS. The Seller has delivered or made available to Purchaser
a correct and complete  copy of each written  agreement  between  Target and any
third  party.  With  respect  to each such  agreement:  (i) except as limited by
bankruptcy,  moratorium,  insolvency  and similar laws,  the agreement is legal,
valid,  binding,  enforceable,  and in full  force and  effect;  (ii)  except as
limited by  bankruptcy,  moratorium,  insolvency and similar laws, the agreement
will continue to be legal, valid,  binding,  enforceable,  and in full force and
effect  on  identical  terms  following  the  consummation  of the  transactions
contemplated  hereby;  (iii) no party is in breach or default,  and no event has
occurred  to  Seller's  Knowledge  which  with  notice  or lapse  of time  would
constitute  a  breach  or  default,  or  permit  termination,  modification,  or
acceleration,  under  the  agreement;  and  (iv) no  party  has  repudiated  any
provision of the agreement.

         3.13 NOTES AND ACCOUNTS RECEIVABLE.  To the best of Seller's knowledge,
all notes and accounts  receivable of Target are reflected  properly on Target's
books and records in  accordance  with GAAP. To each  Seller's  Knowledge,  such
accounts   receivable   are  valid   receivables   subject   to  no  setoffs  or
counterclaims, are current and collectible.

         3.14 POWERS OF ATTORNEY.  There are no  outstanding  powers of attorney
executed on behalf of Target.

         3.15  LITIGATION.   Target  is  not  (i)  subject  to  any  outstanding
injunction,  judgment,  order, decree,  ruling, or charge or (ii) a party or, to
the  Knowledge of any of the  Seller's,  is threatened to be made a party to any
action, suit, proceeding,  hearing, or investigation of, in, or before any court
or  quasijudicial  or  administrative  agency of any federal,  state,  local, or
foreign jurisdiction or before any arbitrator.

         3.16 PRODUCT  WARRANTY.  Target has not given to any customers or other
third party any
warranty.

         3.17 DISCLOSURE. The representations and warranties contained in this
Article III do not contain any untrue  statement  of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained in this Article III not misleading.


                                      -8-
<PAGE>


         3.18 ORDINARY COURSE. Target shall operate its business in the Ordinary
Course of  Business.  Further,  Target  shall use its best  efforts to  preserve
intact its present  business  organization and preserve its  relationships  with
customers,  suppliers,  landlords and others in which they have had any business
dealings.

         3.19 NO OTHER BIDS.  The Sellers shall not, and shall not authorize any
of their Affiliates or agents,  to directly or indirectly  solicit,  initiate or
participate in negotiations with any Person other than Purchaser with respect to
a disposition  of, or business  combination in connection  with, the business or
assets  of any  restaurant  owned or  controlled,  directly  or  indirectly,  by
Sellers,  nor shall  they or any of their  Affiliates  or  agents,  provide  any
information  concerning  such assets or business to any Person for such purpose.
If anyone should  solicit,  attempt to initiate  negotiations  or make inquiries
regarding such business or assets, then such Seller agrees to immediately notify
Purchaser thereof in writing.

         3.20 ACCESS TO BUSINESSES.  Sellers shall continue to provide Purchaser
and its  representatives  and agents  such  access to all books and  records and
furnish to Buyer such  financial and operating data and other  information  with
respect to the  businesses  and  property  of  Sellers  (as it  pertains  to any
restaurant),  and permit  Purchaser and its  representatives  and agents to make
such  inspections  of real and personal  properties  as they may  request.  Each
Seller shall promptly arrange for Purchaser and its  representatives  and agents
to meet with such  directors,  officers,  employees  and agents as  requested by
Purchaser.

                                   ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         The Purchaser represents and warrants to the Sellers, as of the Closing
Date, except as expressly indicated on the Purchaser  Disclosure Schedule as set
forth in  SCHEDULE  4 which  exceptions  are  deemed to be  representations  and
warranties as if made within this Article IV, as follows in this Article IV.

         4.1 EXISTENCE AND POWER. The Purchaser is a corporation duly organized,
validly  existing and in good standing under the laws of the State of California
and has full power and authority to execute and deliver this  Agreement to which
it is a party and to acquire the Target Shares as provided in this Agreement.

         4.2  AUTHORIZATION.  All proceedings or actions required to be taken by
Purchaser relating to its execution and performance of this Agreement have been,
or will be, taken at or prior to the Closing.

         4.3 AUTHORITY; NO CONFLICTS.

                  (a)      The  execution,  delivery  and  performance  of  this
Agreement by the Purchaser has been duly  authorized by all necessary  action on
the part of Purchaser's Board of Directors and do not conflict with, result in a
default,  right to accelerate or loss of rights under, or result in the creation
of any Lien  pursuant  to, any  provision of the  Articles of  Incorporation  of
Purchaser or any  agreement,  law, rule or regulation or any order,  judgment or
decree  to which any such  entity is a party or by which any such  entity or its


                                      -9-
<PAGE>

respective  properties  are bound or affected,  except for any such Lien created
under or pursuant to this Agreement.  No consent,  approval,  or other action is
required to be obtained or taken by Purchaser in connection  with the execution,
delivery and performance by such entity of this Agreement.

                  (b)      The  Purchaser  has full power and authority to enter
into this Agreement and to carry out the transactions  contemplated hereby. This
Agreement has been duly executed and delivered by the Purchaser and  constitutes
will  constitute,  valid and binding  obligations of such party,  enforceable in
accordance with their  respective  terms,  except to the extent that enforcement
may be limited by applicable bankruptcy,  reorganization,  moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights and
subject  to  general  equitable  principles  which may limit the right to obtain
equitable  remedies.

         4.4  COMPLIANCE  WITH LAWS AND OTHER  INSTRUMENTS.  To the  Purchaser's
Knowledge, it is in compliance, and has complied with, all existing laws, rules,
regulations,  ordinances,  orders,  judgments  and  decrees  applicable  to  its
business,  properties or currently proposed  operations except where the failure
to so comply,  in each  instance  and in the  aggregate,  will not and could not
reasonably  be  expected  to have an adverse  effect on  Purchaser.  Neither the
ownership  nor  the  use of the  Purchaser's  properties,  nor  the  conduct  or
currently  proposed  conduct of its business,  conflicts  with the rights of any
other Person or violates, or with or without the giving of notice or the passage
of time, or both, will violate,  conflict with or result in a default,  right to
accelerate or loss of rights  under,  any terms or provisions of the Articles of
Incorporation  or the  Bylaws of  Purchaser,  or any Lien,  license,  agreement,
understanding,  law,  ordinance,  rule,  regulation,  zoning regulation,  order,
judgment  or decree to which  Purchaser  is a party or by which it or its assets
may be bound or affected.

         4.5  DISCLOSURE.  No  representation  or warranty by  Purchaser in this
Agreement  contains or will contain any untrue  statement of a material fact, or
omits or will omit to state any material fact necessary to make the facts stated
therein not misleading.

         4.6  ACQUISITION  FOR  INVESTMENT.  Purchaser is purchasing  the Target
Shares for its own  account  and not with a present  view to a  distribution  or
resale.

                                   ARTICLE V

                           SELLERS' CLOSING CONDITIONS

         The  obligations  of the Sellers  under this  Agreement  are subject to
fulfillment prior to or at Closing of each of the following  conditions,  unless
waived in writing (in whole or in part) by the  Purchaser.

         5.1  REPRESENTATIONS  AND  WARRANTIES  TRUE.  The  representations  and
warranties of each Seller in this Agreement must be true and correct on the date
hereof and as of the Closing Date.

         5.2 COMPLIANCE WITH AGREEMENT. The Sellers must have each performed and
complied  with all  agreements or  conditions  required by this  Agreement to be
performed and complied with by them prior to or as of the Closing Date.


                                      -10-
<PAGE>

         5.3 CONSENTS  AND  APPROVALS.  All  releases,  consents and  approvals,
required to be obtained by each Seller for the transactions contemplated by this
Agreement must have been obtained from all necessary third parties. In addition,
no suit or other legal proceeding shall have been commenced  seeking to restrict
or prohibit the transactions contemplated by this Agreement.

         5.4 EXECUTION AND DELIVERY OF CLOSING  DOCUMENTS.  Each must deliver to
the Purchaser (or such other party as appropriate), the following, duly executed
as appropriate:

                  (a)      This Agreement;

                  (b)      The stock  certificates  evidencing the Target Shares
are properly  endorsed for transfer to the  Purchaser  and  accompanied  by duly
executed  stock  powers  in  favor  of the  Purchaser  and  otherwise  in a form
acceptable  for  transfer on the books of the Target,  and  accompanied  by duly
executed spousal consents in a form reasonably acceptable to the Purchaser;

                  (d)      A certificate dated as of the Closing Date, signed by
the  President  and  Secretary  of  Target,  in form  and  substance  reasonably
satisfactory  to the  Purchaser,  certifying  that  that  all of its  respective
representations,  warranties and covenants  contained in this  Agreement  remain
true as of the Closing Date and that all obligations hereunder have been or will
be completed prior to or on the Closing Date;

                  (e)      Such other  documents,  certificates,  instruments or
opinions as the Purchaser or its legal counsel may reasonably  request,  in form
reasonably satisfactory to the Purchaser.

                  (f)      Purchaser's  completion,  in its sole judgment,  of a
due  diligence  examination  of  Target's  assets,   liabilities,   intellectual
property, commitments, products, and business.

                  (g)      Purchaser's receipt of appropriate  clearance letters
from state agencies  assuring  Purchaser that all taxes for sales,  unemployment
insurance,  withholding taxes, etc. are fully paid.

         5.5 NO ADVERSE  CHANGE.  There must have been no adverse  change in the
business, properties, assets, liabilities,  operations,  condition (financial or
otherwise) or prospects of Target.

         5.6 PROCEEDINGS SATISFACTORY. All proceedings to be taken in connection
with the transactions  contemplated by this Agreement and all documents incident
to such  transaction  are reasonably  satisfactory  in form and substance to the
Purchaser and its counsel.

                                   ARTICLE VI

                         PURCHASER'S CLOSING CONDITIONS

         The  obligations  of  Purchaser  under this  Agreement  are  subject to
fulfillment  prior to or at the  Closing  of each of the  following  conditions,
unless   waived  in  writing  (in  whole  or  in  part)  by  the  Sellers.


                                      -11-
<PAGE>

         6.1  REPRESENTATIONS  AND  WARRANTIES  TRUE.  The  representations  and
warranties  of the Purchaser in this  Agreement  must be true and correct on the
date hereof and as of the Closing Date.

         6.2 COMPLIANCE  WITH  AGREEMENT.  The Purchaser must have performed and
complied  with all  agreements or  conditions  required by this  Agreement to be
performed and complied with by it prior to or as of the Closing Date.

         6.3 CONSENTS  AND  APPROVALS.  All  releases,  consents  and  approvals
required to be obtained by the Purchaser for the  transactions  contemplated  by
this Agreement must have been obtained from all necessary third parties,  and no
suit or other legal proceeding shall have been commenced  seeking to restrict or
prohibit the transactions contemplated by this Agreement.

         6.4 EXECUTION  AND DELIVERY OF CLOSING  DOCUMENTS.  The Purchaser  must
deliver to the Sellers or the Partners or Shareholders  (as  appropriate),  this
Agreement, duly executed as appropriate:

                  (a)      A certificate dated as of the Closing Date, signed by
the  President  and  Secretary  of the  Purchaser  and  in  form  and  substance
reasonably  satisfactory to the Sellers  certifying that  resolutions  have been
duly adopted by the Purchaser's Board of Directors  authorizing the execution of
this  Agreement and all of the other  transactions  to be  consummated  pursuant
hereto;

                  (b)      Such other  documents,  certificates,  instruments or
opinions as the Seller or their legal counsel may  reasonably  request,  in form
reasonably satisfactory to the Sellers.

         6.5 PROCEEDINGS SATISFACTORY. All proceedings to be taken in connection
with the transactions  contemplated by this Agreement and all documents incident
to such  transaction  are reasonably  satisfactory  in form and substance to the
Seller and its counsel.

                                   ARTICLE VII

                                 INDEMNIFICATION

         7.1  INDEMNIFICATION  OF  PURCHASER.  The Sellers  agree to  indemnify,
reimburse,  defend and hold harmless the Purchaser and its respective  officers,
directors, members, employees, agents, successors, and assigns, including, after
the Closing Date, from and against any and all any and all Damages,  incurred in
connection with, arising out of, resulting from or incident to any (a) breach of
any of the representations or warranties;  (b) any failure to perform or observe
any covenant,  agreement or condition to be performed or observed by it; and (c)
any and all liabilities  and  obligations  including,  without  limitation,  the
Lawsuits.  Purchaser  shall  have the  unilateral  right to offset  against  the
Promissory  Note  against any damages or claims  subject to this  Section  which
arise within six (6) months following the Closing.

         7.2  INDEMNIFICATION  OF SELLERS.  The  Purchaser  agrees to indemnify,
reimburse,  defend and hold harmless each Seller,  including,  after the Closing
Date,  from and against any and all any and all Damages  incurred in  connection
with, arising out of, resulting from or incident to any (a) breach of any of the
representations  or  warranties;  (b) any  failure to  perform  or  observe  any


                                      -12-
<PAGE>

covenant,  agreement or condition to be performed or observed by it; and (c) any
and all liabilities and obligations,  including without  limitation  liabilities
not to exceed the  principal  amount of the  Promissory  Note  which  shall have
accrued  within the Ordinary  Course of Business by Sellers and unpaid as of the
Closing.

         7.3  CLAIMS.  Any  party  seeking  to  be  indemnified  hereunder  (the
"Indemnified  Party") shall promptly  notify the other party (the  "Obligor") in
writing  of any  Loss;  provided,  that any  failure  or delay in doing so shall
relieve the Obligor of its obligations  hereunder only to the extent the defense
of such claim is prejudiced  thereby.  The Obligor may, by giving written notice
to the  Indemnified  Party within 15 days following its receipt of the notice of
such claim,  elect to assume the defense or the prosecution  thereof at its cost
and  expense.  The  Indemnified  Party  shall  have the right to employ  counsel
separate  from  counsel  employed  by the  Obligor  in any  such  action  and to
participate  therein,  but the fees and expenses of such counsel shall be at the
Indemnified Party's own expense.

         7.4 LIMITATION.  Notwithstanding the provisions of Section 7.1 and 7.2,
no party shall have any indemnification  obligation under this Agreement unless,
until  and only to the  extent  that the  aggregate  amount  of  Damages  of the
Indemnified Party exceeds Five Thousand Dollars ($5,000) in the aggregate.

                                  ARTICLE VIII

                          TERMINATION PRIOR TO CLOSING

         8.1 TERMINATION  PRIOR TO CLOSING.  This Agreement may be terminated at
any time prior to the  Closing by (i) the mutual  written  consent of Target and
the Sellers on the one hand,  and the  Purchaser on the other hand;  (ii) by the
Purchaser  on the Closing Date if any of the  conditions  set forth in Article V
shall  not have  been  (iii) by any  Seller  on the  Closing  Date if any of the
conditions  set forth in Article  VI shall not have been;  (iv) by any Seller if
Purchaser  materially  breaches  any  representation,   warranty,   covenant  or
agreement  contained  in or relating to this  Agreement  (v) by Purchaser if any
Seller materially breaches any representation,  warranty,  covenant or agreement
contained in or relating to this Agreement.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1  GOVERNING  LAW. This  Agreement  will be construed and enforced in
accordance with the substantive  laws of the State of California  without giving
effect to its conflict of laws principles.

         9.2 EXPENSES. Except as otherwise expressly provided in this Agreement,
whether or not the transactions  contemplated by this Agreement are consummated,
each party will pay its own costs and expenses  incurred in connection  with the
negotiation,  execution  and  closing  of this  Agreement  and the  transactions
contemplated  hereby.  The Sellers  will be  responsible  for the payment of any


                                      -13-
<PAGE>

Taxes payable with respect to the transfer of the Target Shares pursuant to this
Agreement.

         9.3 NOTICES.  All notices and other communications under this Agreement
must be in writing and will be deemed  given:  (i) when  received  if  delivered
personally or by overnight courier (with written confirmation of receipt);  (ii)
on the date of transmission  if sent by facsimile (with written  confirmation of
receipt); or (iii) five (5) days after deposit in the mail if sent by registered
or certified mail (postage prepaid, return receipt requested),  to the addresses
set forth on SCHEDULE 5 attached hereto (or such other address  furnished to all
other parties in writing).

         9.4 ENTIRE  AGREEMENT.  This  Agreement,  including the other documents
referred to herein,  contain the entire understanding of the parties hereto with
respect to the  subject  matter  contained  herein.  There are no  restrictions,
promises,  warranties,  covenants or  undertakings,  other than those  expressly
provided  for  herein.  This  Agreement  supersedes  all  prior  agreements  and
undertakings between the parties with respect to such subject matter.

         9.5 AMENDMENTS;  CONSENTS; WAIVERS. No waiver, modification,  amendment
of any  provision of this  Agreement,  or any consent  will be effective  unless
specifically  made in writing and duly signed by the party to be bound  thereby.
No  waiver  of any  term  or  condition  of this  Agreement,  in any one or more
instances,  will  constitute  a waiver  of the same  term or  condition  of this
Agreement on any future occasion.

         9.6  SEVERABILITY  OF  INVALID  PROVISION.  If any  one or  more of the
provisions  provided in this Agreement,  or the application  thereof,  should be
contrary to law, then such provision(s) will be null and void and will in no way
affect  the  validity  of the other  provisions  of this  Agreement,  which will
otherwise be fully effective and enforceable.

         9.7 SUCCESSORS AND ASSIGNS.  This Agreement and the various instruments
and agreements  delivered in connection with the  consummation of this Agreement
will be binding  upon and inure to the benefit of the  parties  hereto and their
respective  successors  and  assigns.  Neither  this  Agreement  nor any  right,
interest or obligation under this Agreement may be assigned by any party to this
Agreement  without the prior written consent of the other parties hereto and any
attempt to do so will be void; provided,  however, that the Purchaser may assign
its rights  under this  Agreement to any  Affiliate  which is a successor to the
Purchaser  whether by merger or  otherwise,  to any third  party  that  acquires
substantially all of the assets, business, or stock of the Purchaser, and to any
senior lender of the  Purchaser to secure the  Purchaser's  obligations  to such
senior lender.

         9.8 RULES OF CONSTRUCTION. Section headings contained in this Agreement
are inserted only as a matter of convenience and in no way define, limit, extend
or describe the scope of this  Agreement or the intent of any of the  provisions
hereof.  This Agreement  have been  negotiated on behalf of the parties with the
advice of legal counsel and no general rule of contract  construction  requiring
an agreement to be more stringently  construed  against the drafter or proponent
of  any   particular   provision  will  be  applied  in  the   construction   or
interpretation of this Agreement.


                                      -14-
<PAGE>

         9.9  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts,  and will become effective when one or more counterparts have been
signed by each of the parties.

         9.10 BROKERS OR AGENTS. Other than Michael Swanson, whose broker's fees
are set forth  below,  each  Seller  and  Purchaser  represents  that it has not
employed, retained, otherwise engaged any broker or agent in connection with the
transactions  contemplated  by this  Agreement,  each  party  hereto  agrees  to
indemnify and hold harmless all other parties against all loss, cost, damages or
expense  arising out of claims for fees or commissions of any brokers  employed,
retained  or  otherwise  engaged or alleged to have been  employed,  retained or
otherwise  engaged by such  party.  Mr.  Swanson  shall be paid a  broker's  fee
immediately following the Closing.

         9.11 CUMULATIVE REMEDIES. The rights,  remedies,  powers and privileges
provided in this  Agreement  are  cumulative  and not  exclusive  and will be in
addition to any and all other rights, remedies, powers and privileges granted by
law, rule, regulation or instrument.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


                                      -15-
<PAGE>

         IN  WITNESS  WHEREOF,  this  Agreement  has been duly  executed  by the
parties hereto as of the day and year first above written.

PURCHASER

PARADISE PIZZA, INC., a California corporation


/s/ Chris Marshall
-----------------------
By:   Chris Marshall
Its:  CEO and President

                 PURCHASER SIGNATURE PAGE TO PURCHASE AGREEMENT

<PAGE>

                  SELLERS SIGNATURE PAGES TO PURCHASE AGREEMENT

By signing below, each Seller acknowledges and aggress that such Seller has read
and  understood  the  Purchase  Agreement  to which  these  signature  pages are
attached.  Specifically, each Seller acknowledges and aggress that he/she/it has
reviewed  Schedule 1 attached to such  Purchase  Agreement  and agrees that such
schedule reflects his/her/its entire holdings in all of the entities which are a
party to this transaction. Each Seller acknowledges and agrees that he/she/it is
selling  his/her/its  entire  interest in any and all of the entities  listed on
Schedule 1 of the Purchase Agreement.


Target

H&H Pizza, Inc.

/s/ Paul Pishos
---------------------------
By:  Paul Pishos, President

Sellers:



/s/ Thomas Pishos
---------------------------
Thomas Pishos, individually

/s/ Paul Pishos
---------------------------
Paul Pishos individually


                  SELLERS SIGNATURE PAGES TO PURCHASE AGREEMENT
                                      
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