SEA BREEZE AND OLD FASHIONED SYRUP SUPPLY CONTRACT

     THIS  AGREEMENT,  executed as of this 26th day of  September,  1997, by and
between Old  Fashioned  Syrup,  4270 N.W. 19th Avenue,  Suite D, Pompano  Beach,
Florida 33064  (hereinafter  referred to as "Old Fashioned") and Sea Breeze, 441
Route 202, Towaco, NJ 07082 (hereinafter referred to as "Sea Breeze").

     WHEREAS,  Old Fashioned desires to have Sea Breeze exclusively  manufacture
and produce sugar free  chocolate  syrup under the Old  Fashioned  trademarks or
trade names owned by Olf Fashioned  (hereinafter  referred to as the "Products")
for sale to Old Fashioned under the terms and conditions herein set forth; and

     WHEREAS, Sea Breeze is willing to manufacture and produce Products for sale
to Old Fashioned under the terms and conditions set forth herein;

     1. DEFINITIONS.  Products shall mean Sugar Free Chocolate Syrup and as more
specifically  described in Exhibit "A" attached  hereto.  Such Products shall be
processed  and  packaged  for sale under the brand name Old  Fashioned  or other
brand  names as may be  designated  by Old  Fashioned.  Formula  shall  mean the
ingredients  and  process to be used by Sea Breeze to pack the  Products  as set
forth in Exhibit "B". This formula and packaging for sugar free chocolate  syrup
shall be provided by Sea Breeze  exclusively to Old Fashioned.  As Sea Breeze is
in the business of custom  formulating and packing syrups,  Sea Breeze shall not
be precluded from  formulating  and/or packing any other products in this or any
other category of syrups.

     2. QUANTITY AND PRICE. Upon order by Old Fashioned, Sea Breeze will process
and pack the ordered quantity of the Products. The Products will be manufactured
and packaged in  accordance  with the formula set forth in Exhibit "B" and shall
be shipped at the direction of Old Fashioned  within  fifteen (15) business days
of the order. The fee to be paid by Old Fashioned to Sea Breeze for the Products
shall be set forth in Exhibit  "C" or as  otherwise  agreed to by the parties in
writing. Should Old Fashioned request a modification of the formulation, the fee
charged  hereunder will be adjusted based upon a unit cost basis.  Should market
costs  of  ingredients  and/or  supplies  change  more  than  10% for any  given
component,  then Sea Breeze  will so advise  Old  Fashioned  and adjust  pricing
accordingly.  Further,  an annual review of labor and utility  incremental costs
will be  presented by Sea Breeze to Old  Fashioned  for  consideration  of price
revision  with overall  annual  increases in this area not to exceed 3% of total
price.

     3. TERMS OF PAYMENT.  Old Fashioned shall pay all invoices net fifteen (15)
calendar days from  receipt.  Sea Breeze shall send invoices by way of "fax" and
mail  hard copy with Bill of  Lading  for the  invoiced  shipment.  In the event
payment is not received  within  fifteen (15) calendar days of the faxed invoice
being received by Old  Fashioned,  Sea Breeze will notify Old Fashioned by "fax"
immediately  and if Old Fashioned does not make payment in full within 72 hours,
all  shipments  of  Products  will be  immediately  suspended  until  payment is
received.

     4. SERVICES EQUIPMENT AND INGREDIENTS.  The fee paid to Sea Breeze shall be
as set forth on Exhibit "C" for the  processing,  packaging  and other  services
necessary  to process and  package  the  Products  including  labor,  equipment,
ingredients and materials.  Storage of the finished  Products prior to shipment,
shall be at a fee to be  determined  if the  finished  product  storage  becomes
excessive. It is understood this is to be a make and ship arrangement.

     5. TERM.  This Agreement shall run for ten (10) years with Sea Breeze being
the exclusive  packer of the product,  subject to the terms of Paragraph 6. This
Agreement  shall be  terminated  upon the sale of Old  Fashioned.  Old Fashioned
shall  have  the  exclusive  rights  to  formula  and to  give  such  rights  to
transferee.

     6. ROYALTY.  In the event Old Fashioned ceases to purchase as was customary
Old  Fashioned  will pay to Sea Breeze a .50 per case  research and  development
royalty for all cases  purchased  elsewhere  on a monthly  basis  payable net 15
calendar days from the end of the month.  This is based on  consideration of Sea
Breeze  providing this formula  exclusive to Old Fashioned.  Old fashioned shall
have an affirmative  duty to provide Sea Breeze with the opportunity to view its
sales and purchase  records in the event Sea Breeze is not being utilized as the
exclusive packer.

     7. SEA BREEZE INDEMNIFICATION.  Sea Breeze will defend,  indemnify and hold
Old Fashioned and its customers  harmless (i) against any and all  complaints or
legal  actions  by any  agency  of  the  Federal,  state  or  local  government,
including,  without  limitation,  the Federal Food and Drug  Administration  and
comparable actions as those seeking seizure of product or injunctive relief; and
(ii) against any and all complaints,  claims, or legal actions alleging damages,
death,  illness or  injuries  arising  out of the  purchase,  sale or use of the
products,  to which Old Fashioned may become  subject by reason of any breach of
any warranties and the guarantee  unless such breaches are caused in whole or in
part by the  negligent  or willful act or omission  of Old  Fashioned  or by Old
Fashioned's  breach  of its  obligations  hereunder.  In the  event any claim is
asserted or any suit is filed  against Old Fashioned for which Sea Breeze may be
required to indemnify Old Fashioned  under this  paragraph,  Old Fashioned shall
promptly  notify within fourteen (14) days Sea Breeze of such claim or suit. Sea
Breeze  and/or its agent,  upon  receipt of such  notice,  shall  undertake  the
defense of such suit or the  settlement of any such claim at its own expense and
in such  event  shall have  charge and  direction  of any  proceedings  relating
thereto  provided that Old Fashioned,  at its option,  may employ counsel of its
choice and  participate in the defense.  In no event shall Old Fashioned be free
to settle any such claim or suit  without  the  consent of Sea Breeze if by such
settlement  Sea Breeze may be rendered  liable to indemnify Old Fashioned  under
the terms of this Agreement.  Failure on the part of Old Fashioned to notify Sea
Breeze  within  fourteen  (14)  days of any  claim  or suit  or  failure  of Old
Fashioned to cooperate with discovery and trial  participation  shall negate Sea
Breeze's obligations under this paragraph.

8.   REPRESENTATIONS OF OLD FASHIONED. Old Fashioned represents that:

     a. all labels  approved by Old  Fashioned  to be used upon the  products or
supplied  by Old  Fashioned  to be used upon the  products  or  supplied  by Old
Fashioned shall not violate any law or regulations in effect in any jurisdiction
in the United States or where else sold.  This is subject to the condition  that
Sea Breeze not use the labels in a negligent manner.

     b. all labels,  specifications  and  procedures  supplied by Old  Fashioned
hereunder shall not infringe any valid United States letter patent, trademark or
copyright  of any  person  not a party of this  Agreement.  Any  notice  of such
infringement will be handled by Old Fashioned and resolved.

     9. TITLE ORDERING PRODUCTION REQUIREMENTS.  Old Fashioned agrees to provide
Sea  Breeze  before  the  10th day of each  month a  projection  of  anticipated
quantity  requirements,  by product  type and size,  for the  following 90 days.
Based upon these  projections,  Sea Breeze  shall (unles  otherwise  instructed)
purchase and maintain a supply of  materials  necessary to meet those  projected
requirements and shall meet those requirements.

     10. OLD FASHIONED'S  INDEMNIFICATION.  Old Fashioned will defend, indemnify
and hold  harmless Sea Breeze until (i) against any and all  complaints or legal
actions  by any agency of the  Federal,  state or local  government,  including,
without imitation, the Federal Food and Drug Administration and comparable state
or local  agencies,  and including,  without  limitation,  such actions as those
seeking  seizure of product or injunctive  relief,  and (ii) against any and all
complaints, claims or legal actions alleging damages, death, illness or injuries
arising out of the purchase,  sale or use of the  products,  of which Sea Breeze
may become  subject by reason of any breach of any  warranties  and guarantee in
Section 8 of this Agreement  unless such breaches are caused in whole or in part
by the  negligent  or willful act or  omission of Sea Breeze or by Sea  Breeze's
breach of its obligations  hereunder.  In the event any claim is asserted or any
suit is filed against Sea Breeze under this paragraph, Sea Breeze shall promptly
notify  within  fourteen  (14) days Old  Fashioned  of such  claim or suit.  Old
Fashioned, upon receipt of such notice, shall undertake the defense of such suit
or the  settlement  of any such claim at its own expense and in such event shall
have charge and direction of any proceedings  relating thereto provided that Sea
Breeze,  at its option,  may employ counsel of its choice and participate in the
defense.  In no event  shall Sea Breeze be free to settle any such claim or suit
without the consent of Old Fashioned if by such  settlement Old Fashioned may be
rendered  liable to  indemnify  Sea  Breeze  under the terms of this  Agreement.
Failure on the part of Sea Breeze to notify Old Fashioned  within  fourteen (14)
days of any claim or suit or failure of Sea Breeze to cooperate  with  discovery
and trial  participation  shall negate Old  Fashioned's  obligations  under this
paragraph.

     11.  REPRESENTATION.  Sea Breeze shall  exercise due care in obtaining  raw
material, supplies, packaging materials and ingredients necessary to produce the
Products,  and in the processing,  packaging materials and ingredients necessary
to produce the products, and in the processing,  packaging,  storage and loading
of all Products and supplies covered by this Agreement and shall, in particular,
follow the practices set forth in the applicable Good Manufacturing Practices as
promulgated  by the  United  States  Food  and  Drug  Administration  and  other
comparable  promulgations of Federal, State and local agencies. Sea Breeze shall
further notify Old Fashioned  immediately of any action or inspection  report by
any regulatory agency requiring corrective action against Sea Breeze which would
place  licensing  of the  Sea  Breeze  plan in  jeopardy  or any  aspect  of the
production of a Product  covered by this  Agreement or  ingredients  or supplies
used to manufacture a Product  covered by this Agreement in jeopardy,  and shall
confirm such notice promptly in writing.  This shall not infringe on proprietary
rights of any third  party.  Sea  Breeze is fully  licensed  and  authorized  to
manufacture, package and deliver product to Old Fashioned.

     12. CONFIDENTIAL INFORMATION. Sea Breeze and its representatives as well as
Old Fashioned and its  representatives  will maintain as secret and confidential
and not disclose to third  parties  without prior  written  permission  from the
other  any  trade  secrets  and  other  confidential   information  gained  from
discussions,   or  in  any  way,   including  but  not  limited  to,   formulae,
descriptions,  specifications  and  the  like  furnished  by Sea  Breeze  to Old
Fashioned,  except as provided for in paragraphs 5 and 6. For other  purposes of
this  paragraph  the terms "trade  secrets and other  confidential  information"
shall include and be limited to information  disclosed by one party to the other
that was not: (i) at the time of disclosure or thereafter  known to or available
to the public  through  sources  entitled to disclose  such  information;  (iii)
disclosed  to one  party in good  faith by  another  party  having  the right to
disclose such information.

     13. PRODUCTION SITES; INSPECTION; RECORDS. Representatives of Old Fashioned
shall be permitted  to enter Sea  Breeze's  plant and any other plants which Sea
Breeze may  sub-contract  the  production of the Product to Old Fashioned at all
reasonable times, including, without limitation, during preparation, processing,
packaging  and/or  clean-up  hours to inspect the manner in which the Product is
being packaged, stored and loaded.

     14.  REPLACEMENT  OF  NON-SPECIFICATION  PRODUCT.  Sea Breeze shall replace
without cost, or refund money to Old Fashioned,  at Old Fashioned's  option, all
Products sold which are defective or below standard,  unless failure to meet the
specifications  is caused by the  negligent  or willful  act or  omission of Old
Fashioned  or by the failure of Old  Fashioned  to comply  with its  obligations
under the  Agreement.  Replacement or refund shall be made promptly upon receipt
of reasonable proof of such defect and demand by Old Fashioned.

     15.  RELATIONSHIP  OF  THE  PARTIES.  This  Agreement  shall  not  make  or
constitute  either  party  or  representative  for the  other  for  any  purpose
whatsoever.  Neither  party  shall  have  the  power  or  authority,  except  as
specifically authorized, to act in the other's behalf or by in the other's name,
or to bind the other,  either  directly  or  indirectly,  in any manner or thing
whatsoever.

     Neither  parties shall have any authority to employ any person on behalf of
the other. Each party shall have, as between the parties, the exclusive right to
select,  engage,  fix the compensation of,  discharge,  and otherwise to manage,
supervise  and control the persons  hired by it and shall,  with  respect to all
persons,  perform all  obligations  and discharge all  liabilities  imposed upon
employers   under  labor,   wage-hour,   worker's   compensation,   unemployment
compensation  or  insurance,  social  security,  and  other  Federal,  state and
municipal laws and regulations.

     16.  INSURANCE.

     a.  Throughout  the  life of this  Agreement,  Sea  Breeze  shall  maintain
comprehensive general liability insurance in the following amounts:

                        Bodily Injury:      $1,000,000 per person
                                            $1,000,000 each accident
                        Property Damage     $   300,000 (except automobile)


     Each Occurrence  including  Contractual  Liability coverage specifying this
contract,  and product liability  coverage with Broad Form vendor's  Endorsement
naming  Old  Fashioned  as Vendor.  Sea  Breeze  shall  furnish  Certificate  of
Insurance to Old Fashioned  evidencing the coverage  described in this paragraph
as soon as practicable but not more than thirty (30) days after the execution of
this  Agreement.  Said  Certificate  shall provide for at least thirty (30) days
prior notice of cancellation of substantial change.

     17. PERFORMANCE DISCLAIMER. Except as otherwise provided in this Agreement,
each party shall be excused for failure or delay in  performance  caused by war,
riots, insurrections, laws, proclamations,  regulations, strikes, floods, fires,
explosions,  unavailability  of  materials  and  supplies or other  disturbances
beyond their control  without  default of such party.  Nevertheless,  such party
shall use its best efforts to perform in spite of the difficulties  causing such
failure or delay and shall resume  performance  with the utmost dispatch as soon
as cessation of  difficulties  permits.  Any party claiming such excuse or delay
for nonperformance shall give prompt written notice thereof to the other party.

     18. NOTICES.  Except as otherwise specifically provided herein, all notices
or communications provided for herein shall be in writing addressed as follows:

                   Mark Streisfeld, President       Steven Sanders, President
                   Old Fashioned Syrup Company      Sea Breeze
                   4270 NW 19th Avenue, Suite D     441 Route 202
                   Pompano Beach, FL 33064          Towaco, New Jersey 07082

or to such other  address or addresses as may be  designated  by either party by
written notice to the other.

19.  SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, this Agreement
     shall  inure to the  benefit  of and be  binding  upon the  successors  and
     assigns of the respective parties hereto.


20.  MISCELLANEOUS PROVISIONS.

     A. The captions at the beginning of each paragraph are for the  convenience
of the parties and shall in no event be  construed to alter or in any way affect
the meaning of the substantive text of this Agreement.

     B.  This  agreement  shall be  governed  under the laws of the State of New
Jersey.

     C.  This  Agreement,  together  with  any  Exhibits,  contains  all  of the
covenants, stipulations and provisions agreed upon by the parties hereto and the
terms hereof shall not be altered or changed unless the change is in writing and
signed by an authorized  representative of both parties.  Such changes,  if any,
shall be attached hereto as addenda.

     D. Neither party is nor shall be bound by any  statement or  representation
not in conformity herewith.

By signing below, we agree to the foregoing.

     OLD FASHIONED SYRUP COMPANY


     By:       /s/ Mark Streisfeld
     Title: President


     SEA BREEEZE, INC.


     By:    /s/ Steven Sanders
     Title: President