EXHIBIT 10.1





                            STOCK PURCHASE AGREEMENT

                                  by and among

                            SNAPPLE BEVERAGE CORP.,

                                    and the

                                  SHAREHOLDERS

                                       of

                   SNAPPLE DISTRIBUTORS OF LONG ISLAND, INC.




             for all of the issued and outstanding capital stock of

                   SNAPPLE DISTRIBUTORS OF LONG ISLAND, INC.



                                JANUARY 2, 2000

















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                               TABLE OF CONTENTS

                                                                        Page

ARTICLE I        Sale and Purchase of Shares..............................1
        1.1      Sale and Purchase of Shares..............................1
        1.2      Payment of Purchase Price................................2
        1.3      Purchase Price Adjustments...............................2
        1.4      Delivery of Shares.......................................6
        1.5      Sellers' Representative..................................7
        1.6      Cash Exclusion...........................................8

ARTICLE II       Closing; Closing Date ...................................8

ARTICLE III      Representations and Warranties of the Sellers as to
                 the Company..............................................8
        3.1      Due Incorporation and Authority..........................8
        3.2      Subsidiaries and Other Affiliates........................8
        3.3      Qualification............................................8
        3.4      Outstanding Capital Stock................................9
        3.5      Options or Other Rights..................................9
        3.6      Charter Documents and Corporate Records..................10
        3.7      Financial Statements.....................................10
        3.8      No Material Adverse Change...............................11
        3.9      Taxes    ................................................11
        3.10     Compliance with Laws.....................................15
        3.11     Permits..................................................15
        3.12     No Breach................................................16
        3.13     Environmental Matters....................................17
        3.14     Claims and Proceedings...................................20
        3.15     Contracts................................................21
        3.16     Real Estate..............................................23
        3.17     Inventory................................................24
        3.18     Receivables..............................................24
        3.19     Tangible Property........................................25
        3.20     Intellectual Property....................................25
        3.21     Title to Properties......................................26
        3.22     Accounts Payable.........................................26
        3.23     Liabilities..............................................27
        3.24     Suppliers and Customers..................................27
        3.25     Employee Benefit Plans...................................28
        3.26     Employee Relations.......................................34
        3.27     Insurance................................................34
        3.28     Officers, Directors and Employees........................35

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        3.29     Year 2000 Compliance.....................................36
        3.30     Operations of the Company................................36
        3.31     Potential Conflicts of Interest..........................39
        3.32     Full Disclosure..........................................39
        3.33     Limitation on Representations............................39

ARTICLE IV       Representations and Warranties of Each Seller............40
        4.1      Title to the Shares......................................40
        4.2      Authority to Execute and Perform Agreement...............40
        4.3      No Consent, Conflict Etc.................................41
        4.4      Retirement of Gilbert and Marilyn Kaplan.................42

ARTICLE V        Representations and Warranties of the Buyer..............42
        5.1      Due Incorporation and Authority..........................42
        5.2      Authority to Execute and Perform Agreement...............42
        5.3      No Consents, Conflicts, Etc..............................43
        5.4      Full Disclosure..........................................44
        5.5      Claims and Proceedings...................................44
        5.6      Investment Intent........................................45
        5.7      Buyer Claims Against Company.............................45

ARTICLE VI       Covenants and Agreements.................................45
        6.1      Expenses.................................................45
        6.2      Indemnification Against Brokerage Claim..................45
        6.3      Permit Transfers.........................................46
        6.4      [INTENTIONALLY OMITTED]..................................46
        6.5      Tax Covenants............................................46
        6.6      Further Assurances.......................................51
        6.7      Accounts and Notes Receivable............................51
        6.8      Suspension of Operations.................................52

ARTICLE VII      Closing Deliveries of the Sellers........................53
        7.1      Share Certificates ......................................53
        7.2      Certificate of Good Standing.............................53
        7.3      Opinion of Counsel to the Sellers........................53
        7.4      Escrow Agreement.........................................53
        7.5      Releases.................................................53
        7.6      Resignations.............................................53
        7.7      FIRPTA Affidavit.........................................54
        7.8      Release from Bank Debt...................................54

ARTICLE VIII     Closing Deliveries of the Buyer..........................54
        8.1      Purchase Price...........................................54

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        8.2      Officer's Certificate....................................54
        8.3      Certificate of Good Standing.............................55
        8.4      Escrow Agreement.........................................55
        8.5      Opinion of Counsel to the Buyer..........................55

ARTICLE IX       Seller Covenants.........................................55
        9.1      Seller Acknowledgments...................................55
        9.2      Rights and Remedies Upon Breach..........................58
        9.3      Severability of Covenants................................59
        9.4      Blue-Pencilling..........................................59
        9.5      Enforceability in Jurisdictions..........................60

ARTICLE X        Survival of Representations and Warranties...............60
        10.1     Survival of Representations and Warranties of
                 the Sellers..............................................60
        10.2     Survival of Representations and Warranties of the Buyer..61

ARTICLE XI       General Indemnification..................................61
        11.1     Obligation of the Sellers to Indemnify...................61
        11.2     Obligation of the Buyer to Indemnify.....................62
        11.3     Notice and Opportunity to Defend.........................63
        11.4     Limitations on Indemnification ..........................66
        11.5     Insurance................................................68

ARTICLE XII      [INTENTIONALLY OMITTED]..................................69

ARTICLE XIII     Miscellaneous............................................69
        13.1     Certain Definitions......................................69
        13.2     Consent to Jurisdiction and Service of Process;
                 Waiver of Jury Trial.....................................77
        13.3     Notices..................................................79
        13.4     Entire Agreement.........................................80
        13.5     Waivers and Amendments; Non-Contractual Remedies;
                 Preservation of Remedies.................................80
        13.6     Governing Law............................................81
        13.7     Binding Effect; Assignment...............................81
        13.8     Usage    ................................................81
        13.9     Counterparts.............................................81
        13.10    Exhibits and Schedules; Cross References.................82
        13.11    Headings.................................................82
        13.12    Interpretation...........................................82
        13.13    Severability of Provisions...............................83
        13.14    No Other Representations.................................83
        13.15    No Third Party Rights....................................83


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                            STOCK PURCHASE AGREEMENT


         This STOCK  PURCHASE  AGREEMENT,  dated January 2, 2000, is made by and
among Snapple  Beverage  Corp., a Delaware  corporation  (the "Buyer"),  and the
holders  listed on  Schedule  4.1(a)  (each a "Seller"  and,  collectively,  the
"Sellers")  of all of the issued  and  outstanding  shares of  capital  stock of
Snapple  Distributors  of  Long  Island,  Inc.,  a  New  York  corporation  (the
"Company").

         The Sellers are, in the aggregate,  the beneficial and record owners of
all of the issued and  outstanding  shares of the Series A Common Stock,  no par
value  per  share,  and  Series  B  Common  Stock,  par  value  $.01  per  share
(collectively,  the "Shares"),  of the Company.  The Sellers wish to sell to the
Buyer, and the Buyer wishes to purchase from the Sellers, all of the Shares upon
the terms and subject to the conditions of this Agreement.

         Certain terms used in this Agreement are defined in Section 13.1.

         Accordingly, the parties agree as follows:

                                   ARTICLE I
                          Sale and Purchase of Shares

         1.1 Sale and Purchase of Shares. At the closing provided for in Article
2 (the  "Closing"),  upon  the  terms  and  subject  to the  conditions  of this
Agreement and, with respect to the Buyer, in reliance upon the  representations,
warranties and agreements of the Sellers contained herein,  and, with respect to
the Sellers, in reliance upon the representations,  warranties and agreements of
the Buyer contained  herein,  the Sellers shall sell to the Buyer, and the Buyer
shall  purchase  from the Sellers,  all of the Shares for an aggregate  purchase
price (the  "Purchase  Price") equal to Sixteen  Million Eight Hundred  Thousand
Dollars ($16,800,000.00), subject to adjustment as set forth in Section 1.3.

         1.2 Payment of Purchase Price.  At the Closing, the Purchase Price
shall be paid by the Buyer as follows:

                  (a) the Buyer shall deliver to the Sellers'  Representative  a
bank or certified check, payable to the Sellers'  Representative,  in the amount
of  $16,800,000,  less amounts  deposited by the Buyer into the Escrow  Accounts
pursuant to Section  1.2(b),  which payment shall be allocated among the Sellers
by the Sellers'  Representative,  and (b) the Buyer shall deliver to The Bank of
New York (the "Escrow Agent") two (2) bank or certified checks,  each payable to
the Escrow Agent and each in the amount of $500,000.00, and each to be deposited
into and held in a separate escrow account (together,  the "Escrow Accounts") in
accordance with the terms of an escrow  agreement in the form of Exhibit A among
the Buyer, the Escrow Agent and each of the Sellers (the "Escrow Agreement").

         1.3 Purchase Price Adjustments.

                  (a) The Sellers  shall cause the  accounting  firm of Nussbaum
Yates & Wolpow, P.C. ("NY&W") to prepare and deliver to the Buyer within ninety


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(90) days following the Closing Date, (i) a statement of working capital of
the Company as of the Closing Date (the "Closing Statement of Working Capital"),
prepared  in the manner  specified  in  Schedule  1.3  hereto,  together  with a
calculation  of the  amount,  if any,  payable  under  subparagraph  (b) of this
Section (the "Working Capital Payment Calculation"),  and (ii) the balance sheet
of the Company as of December  31,  1999 and the related  statements  of income,
shareholders'  equity  and  changes  in  financial  position  for the year ended
December 31, 1999 (the "Closing Date  Financials"),  together with a calculation
of the amount,  if any,  payable  under  subparagraph  (c) of this  Section (the
"EBITDA  Payment  Calculation"  and,  together with the Working  Capital Payment
Calculation,  the "Payment Calculations").  Except as otherwise specifically set
forth on Schedule 1.3, the Closing  Statement of Working Capital and the Closing
Date Financials shall be prepared, and the EBITDA, as defined in Section 1.3(c),
of the Company for the year ended  December  31,  1999 shall be  calculated  for
purposes of Section 1.3(c) hereof,  in accordance  with United States  generally
accepted accounting principles ("GAAP") consistently applied, utilizing the same
accounting standards,  policies and procedures previously applied by the Company
in the preparation of the Annual  Financial  Statements (as such term is defined
in Section 3.7 hereof); provided, however, that working capital, for purposes of
the  Closing  Statement  of  Working  Capital,   and  EBITDA,  for  purposes  of
calculating the EBITDA Payment Calculation,  shall be calculated using the items
set forth in Schedule  1.3 hereto.  On or about the  Closing  Date,  the Sellers
shall  cause the  Company  to take and  complete  a  physical  inventory  of the
Company.  The Buyer and its  representatives  shall be permitted to observe such
inventory  process.  The results of such physical inventory shall be used in the
preparation of the Closing Date Financials and the Closing  Statement of Working
Capital.  The  Company,  the Buyer and each Seller  shall take any  action,  and
provide  all  such  books,  records  and  other  information,  as is  reasonably
requested by NY&W in connection with the preparation of the Closing Statement of
Working Capital, the Closing Date Financials and the Payment  Calculations.  The
Buyer  and its  accountants  shall  be  entitled  to  review  the  work  papers,
schedules,  memoranda and other documents and procedures used in the preparation
of the Closing  Statement of Working Capital,  the Payment  Calculations and the
Closing  Date  Financials  and  shall  have  the  right  to  perform  reasonable
procedures  necessary to verify the accuracy thereof and their conformity to the
requirements of this Agreement.  In the event that the Buyer shall in good faith
disagree  with the Closing  Statement  of Working  Capital or the  Closing  Date
Financials or either of the Payment  Calculations,  the Buyer shall,  within ten
(10)  Business  Days  of  the  Buyer's  receipt  thereof,  notify  the  Sellers'
Representative  of  such  disagreement  (such a  notice,  a  "Buyer  Calculation
Objection")  and the Sellers'  Representative  and the Buyer  shall,  during the
forty-five (45) days after delivery to the Sellers'  Representative of the Buyer
Calculation  Objection,  negotiate in good faith to resolve such  disagreements.
If, at the end of such  45-day  period,  no such  resolution  is  reached,  such
disagreement  shall  be  resolved  within  a  period  of  forty-five  (45)  days
thereafter by a nationally  recognized  firm of independent  public  accountants
selected  by the Buyer from among the list of  independent  national  accounting
firms set forth on Schedule 1.3(a) hereto (the  "Resolution  Accountants").  The
Resolution  Accountants  will  make a  determination  as to each of the items in
dispute.  Such determination will be (i) in writing, (ii) furnished to the Buyer
and the Sellers'  Representative  as promptly as practicable  after the items in
dispute  have  been  referred  to the  Resolution  Accountants,  (iii)  made  in
accordance  with this Section  1.3(a),  and (iv)  conclusive  and binding on the
parties hereto.  In connection with their  determination  of the disputed items,


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                                                                             3

the materials  prepared by NY&W,  the Buyer and the Buyer's  accountants in
connection with the Closing Date  Financials,  the Closing  Statement of Working
Capital and the Payment Calculations.  The Buyer and the Sellers' Representative
will use their  reasonable  best efforts to cause the Resolution  Accountants to
render their decision as soon as practicable,  including, without limitation, by
promptly  complying with all reasonable  requests by the Resolution  Accountants
for information,  books,  records and similar items.  The documented  reasonable
fees and expenses of the Resolution  Accountants  will be borne 50% by the Buyer
and  50%  by  the  Sellers.  Neither  party  will  disclose  to  the  Resolution
Accountants,  and the Resolution  Accountants will not consider for any purpose,
any settlement offer made by either party.

                  (b) If the  amount of  Working  Capital  shown on the  Closing
Statement of Working  Capital shall be less than  $2,000,000,  the Sellers shall
pay to the  Buyer,  as a  Purchase  Price  adjustment,  an  amount  equal to the
difference between such Working Capital amount and  $2,000,000(such  amount, the
"Working Capital Deficiency").  Subject to Section 1.3(d), such payment shall be
made within five (5) calendar days after the final  determination of the Closing
Statement of Working  Capital and Working  Capital  Payment  Calculation by wire
transfer of immediately  available funds to an account  designated in writing by
the Buyer.  If the amount of Working  Capital shown on the Closing  Statement of
Working  Capital  shall exceed  $2,000,000,  the Buyer shall pay, or shall cause
Triarc Companies,  Inc. to pay, to the Sellers,  as a purchase price adjustment,
an amount  equal to such  excess,  up to a maximum  amount of  $1,000,000.  Such
payment   shall  be  made  within  five  (5)  calendar   days  after  the  final
determination  of the Closing  Statement  of Working  Capital and of the Working
Capital Payment  Calculation by wire transfer of immediately  available funds to
an account designated by the Shareholder's Representative.

                  (c) If the Closing  Date  Financials  show that the  Company's
Earnings before Interest,  Taxes,  Depreciation and Amortization  ("EBITDA") for
the year ended  December 31, 1999 was less than  $2,500,000,  the Sellers shall,
subject to Section 1.3(d), pay to the Buyer, as a Purchase Price adjustment,  an
amount  equal to the sum of (i) the  difference,  up to a maximum  of  $500,000,
between the Company's  EBITDA for 1999 and  $2,500,000,  and (ii) the product of
(x) 7.20, and (y) the difference,  in excess of $500,000,  between the Company's
EBITDA  for  1999  and  $2,500,000  (the  sum  of  (i)  and  (ii),  the  "EBITDA
Deficiency").  Such payment shall be made,  within five (5) calendar days of the
final  determination  of the  Closing  Date  Financials  and the EBITDA  Payment
Calculation,  by wire  transfer  of  immediately  available  funds to an account
designated in writing by the Buyer.  The calculation of the Company's EBITDA for
purposes  of this  paragraph  (c)  shall be  calculated  prior to any  deduction
therefrom  of any  amounts  paid by the  Company  to any  Seller  in the form of
salary,  bonus,  dividend or other  compensation,  benefits or distribution  and
consistently with the methodology set forth on Schedule 1.3 hereto.

                  (d) The Buyer and each  Seller  acknowledge  and agree that in
the event that the Sellers are required to make any payment  pursuant to Section
1.3(b)  and/or  Section  1.3(c),  the Buyer shall  first  deduct from the Escrow
Accounts,  in  accordance  with the terms of the  Escrow  Agreement,  the amount
payable  by the  Sellers  for  any  Working  Capital  Deficiency  and/or  EBITDA
Deficiency.  In the event  that the  amounts  held in the  Escrow  Accounts  are
insufficient to fully extinguish the liabilities of the Sellers with respect to


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                                                                             4

any Working  Capital  Deficiency  and/or EBITDA  Deficiency,  the Buyer shall be
entitled to pursue any other remedy against the Sellers to recover such amounts;
provided,  however,  that the Buyer agrees that it shall not have the right,  at
any time,  to offset the amounts it is owed for any Working  Capital  Deficiency
and/or EBITDA  Deficiency  against the Covenant  Payments it is required to make
pursuant to the terms of Section 9.1(a).

         1.4 Delivery of Shares. At the Closing,  each Seller shall deliver,  or
cause to be delivered,  to the Buyer stock certificates  representing the number
of Shares set forth opposite such Seller's name on Schedule 4.1(a), collectively
constituting  all of the issued and  outstanding  capital  stock of the Company,
duly endorsed in blank or accompanied by stock powers duly executed in blank, in
proper form for transfer.

         1.5 Sellers' Representative. Each Seller hereby appoints Marilyn Kaplan
to act as such  Seller's  attorney-in-fact  and  representative  (the  "Sellers'
Representative"), to do any and all things and to execute any and all documents,
including the Escrow  Agreement,  in such Seller's name, place and stead, in any
way which such Seller could do, if personally  present,  in connection with this
Agreement and the Escrow Agreement and the transactions  contemplated hereby and
thereby  ("Contemplated  Transactions"),  including  to accept on such  Seller's
behalf any amount  payable to such  Seller  under this  Agreement  or the Escrow
Agreement,  to allocate and  distribute  among the Sellers any amount payable to
the Sellers  hereunder or under the Escrow  Agreement,  and to amend,  cancel or
extend,  or waive any of the terms of, this  Agreement or the Escrow  Agreement.
The Buyer shall be entitled to rely, as being binding upon such Seller, upon any
document or other  paper  believed by the Buyer to be genuine and correct and to
have been  signed by the  Sellers'  Representative,  and the Buyer  shall not be
liable to any Seller for any action taken or omitted to be taken by the Buyer in
such reliance.  The appointment  pursuant hereto of the Sellers'  Representative
shall be  irrevocable  except in the event of her  death or  physical  or mental
disability,  in which event the Sellers shall  unanimously  designate in writing
(such  designation not to be unreasonably  withheld or delayed) the successor to
Marilyn Kaplan as the Sellers' Representative. The Sellers' Representative shall
have the sole and exclusive right on behalf of the Sellers to take any action or
provide any waiver or amendment pursuant to Section 13.5 or Article 8, 11 or 12.

         1.6 Cash Exclusion.  Notwithstanding anything to the contrary contained
in this Agreement,  the Company shall be permitted to distribute to the Sellers'
Representative  all cash of the Company  prior to the  Closing  (other than cash
representing tax withholdings).

                                   ARTICLE II
                             Closing; Closing Date

         The Closing of the sale and purchase of the Shares  contemplated hereby
shall take place at the  offices  of Rubin  Baum LLP,  counsel to the Buyer,  30
Rockefeller Plaza, New York, New York, simultaneously with the execution hereof.
The time and date upon which the Closing  occurs is herein  called the  "Closing
Date."



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                                  ARTICLE III
        Representations and Warranties of the Sellers as to the Company

         The Sellers, jointly and severally,  represent and warrant to the Buyer
as follows:

         3.1 Due Incorporation and Authority.  The Company is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New York and has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.

         3.2 Subsidiaries and Other Affiliates.  The Company does not directly
or indirectly own any interest in any other person or entity.

         3.3 Qualification.   The  Company  is  duly  qualified  or  otherwise
authorized  as a  foreign  corporation  to  transact  business,  and is in  good
standing,  in each  jurisdiction  set forth on Schedule 3.3,  which are the only
jurisdictions  in  which  the  failure  so to  qualify  or be  authorized  could
reasonably  be expected  to have a material  adverse  effect on the  properties,
business,   results  of  operations  or  financial   condition  of  the  Company
(collectively, the "Condition of the Company").

         3.4 Outstanding Capital Stock. The Company is authorized to issue two
hundred (200) shares of voting Series A common stock, without par value, and one
thousand (1,000) shares of non-voting  Series B common stock, par value $.01 per
share (collectively,  the "Common Stock"). Twenty (20) shares of Series A common
stock and one  thousand  (1,000)  shares of Series B common stock are issued and
outstanding.  All of the issued and outstanding shares of Common Stock are owned
by the Sellers, in the respective amounts set forth on Schedule 4.1(a), free and
clear of any Liens. All of the issued and outstanding shares of Common Stock are
duly  authorized and validly issued,  fully paid and,  subject to Section 630 of
the New York Business Corporation Law, as amended ("Section 630") nonassessable.
No class of capital  stock other than the Common Stock,  or any other  ownership
interests  in the Company,  is  authorized.  The Common Stock is not  registered
under any Federal or State  securities  laws. The Sellers  jointly and severally
agree to indemnify,  and hold the Buyer  harmless from and against,  any amounts
not properly accrued in the Closing Date Financials (or in any schedule thereto)
that the Buyer may be required to pay  pursuant to Section 630 in respect of any
debts,  wages or salaries for services  performed on behalf of the Company prior
to the Closing.

         3.5  Options  or  Other  Rights.   There  is  no   outstanding   right,
subscription,  warrant,  call,  unsatisfied  preemptive  right,  option or other
agreement  of any kind to purchase or  otherwise  to receive from the Company or
any Seller any of the  outstanding,  authorized  but unissued,  unauthorized  or
treasury  shares of the capital stock or any other security of the Company,  and
there is no outstanding security of any kind of the Company convertible into any
such capital stock.

        3.6 Charter Documents and Corporate Records. The Sellers have heretofore
delivered, or have caused the Company to deliver, to the Buyer true and complete
copies of the Articles of Incorporation  (certified by the Secretary of State of
New York) and By-laws  (certified  by the  Company's  Secretary  or an Assistant
Secretary) of the Company as in effect on the date hereof. All of the minute

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                                                                             6

books and stock books,  or comparable  records,  in the  possession or under the
control of the Company or any of the Sellers have heretofore been made available
to the Buyer for its inspection.

         3.7  Financial  Statements.  The  balance  sheets of the  Company as of
December  31,  1996,  December  31, 1997 and  December  31, 1998 and the related
statements of income and retained earnings, and statement of cash flows, for the
years then ended,  including the footnotes thereto,  which have been reviewed by
NY&W (the "Annual  Financial  Statements"),  and the unaudited balance sheets of
the Company as of June 30, 1998 and June 30, 1999, and the related statements of
income  and  retained  earnings,  statement  of  cash  flows,  and  general  and
administrative  expenses  for the  six-month  periods  then ended (the  "Interim
Financial  Statements" and, together with the Annual Financial  Statements,  the
"Financials") have been delivered to the Buyer. The Financials fairly present in
all material respects the financial position of the Company as at such dates and
the results of operations of the Company for such  respective  periods,  in each
case in  accordance  with GAAP  consistently  applied  for the  periods  covered
thereby, subject to normal year-end adjustments and accruals and, in the case of
the Interim Financial Statements, the absence of footnotes. The balance sheet of
the Company as of December 31, 1998 included in the Annual Financial  Statements
is  sometimes  herein  called the  "Balance  Sheet",  and  December  31, 1998 is
sometimes herein called the "Balance Sheet Date."

         3.8 No Material Adverse Change. Since the Balance Sheet Date, there has
been no material adverse change in the Condition of the Company, and the Sellers
do not know of any such  change  which is  threatened,  nor has  there  been any
damage,  destruction  or loss which has had, or could  reasonably be expected to
have, a material adverse effect on the Condition of the Company,  whether or not
covered by insurance.

         3.9 Taxes.

                  (a) For purposes of this Agreement, "Taxes" means all federal,
state, county, local, foreign and other taxes of any kind whatsoever (including,
without limitation,  income, profits,  premium,  estimated,  excise, sales, use,
occupancy,  gross  receipts,  franchise,  ad valorem,  value  added,  severance,
capital, capital stock,  production,  transfer,  license, stamp,  environmental,
withholding,  employment,  unemployment compensation, payroll related, property,
import  duties  and  other  governmental  charges,  fees,  levies,  imposts  and
assessments),  whether or not  measured in whole or in part by net  income,  and
including  deficiencies,  interest,  additions  to tax or  interest,  fines  and
penalties  with  respect  thereto,   and  including  expenses   associated  with
contesting  any proposed  adjustment  related to any of the  foregoing and shall
include any transfer liability in respect of Taxes. The Company has timely filed
all returns,  reports and declarations with respect to Taxes (the "Tax Returns")
required  to be filed and has  filed or will  file,  on a timely  basis and in a
manner  consistent with prior years and applicable law and regulations,  all Tax
Returns required to be filed on or before the Closing Date. All such Tax Returns
are or will be true and  complete  in all  material  respects.  The  Company has
timely paid all Taxes due and payable and has timely paid or will timely pay all
Taxes due and payable  through the Closing Date.  With respect to any period for
which Tax Returns  have not yet been  filed,  or for which Taxes are not yet due


<PAGE>


                                                                             7

or owing,  the  Company  has no  liability  for Taxes  other than Taxes that are
consistent  with prior years and have been  incurred in the  ordinary  course of
business or Taxes arising from the  Contemplated  Transactions.  The Company has
made all required  current  estimated Tax payments.  The Sellers have heretofore
made available to the Buyer true and complete copies of all Tax Returns filed by
the Company in respect of any period,  or partial  period,  within the three (3)
years ended December 31, 1999.

                  (b)  There  are no liens  or  encumbrances  of any  kind  with
respect  to Taxes upon any of the assets of the  Company  (except  for liens for
Taxes not yet due) or on the stock of the Company.

                  (c) Neither any of the Sellers nor the Company  have  executed
or filed any  agreements  or  waivers  or have any  arrangements  extending  the
statutory  period of  limitation  applicable to any claim for, or the period for
collection or  assessment  of, Taxes due from or with respect to the Company for
any taxable period.  No requests for waivers of the time to assess any Taxes are
pending.  No power of attorney  with  respect to the Taxes has been  executed or
filed with any taxing authority.  No closing agreement  pursuant to Section 7121
of the  Internal  Revenue  Code of 1986,  as amended (the "Code") or any similar
provision  of any state,  local or foreign law has been  entered into by or with
respect to the Company.

                  (d) No federal,  state, local, foreign or other audit or other
proceeding by any court,  governmental body or other taxing authority is pending
or, to the  knowledge  of the  Sellers,  threatened  against  the Sellers or the
Company with respect to any Taxes or Tax Returns due from or with respect to the
Company.  To the  knowledge of the  Sellers,  no  assessment  of Tax is proposed
against the Company or any of its assets.

                  (e) No election under any of Section 108, 168, 338, 472, 1017,
1033, or 4977 of the Code (or any predecessor provisions) has been made or filed
by or with  respect to the  Company.  No consent to the  application  of Section
341(f)(2) of the Code (or any  predecessor  provision) has been made or filed by
or with respect to any of the properties of the Company.  None of the properties
of the Company is an asset or property that is or will be required to be treated
as being  (i) owned by any  person  (other  than the  Company)  pursuant  to the
provisions of Section 168(f)(8) of the Internal Revenue Code of 1954, as amended
and in effect immediately before the enactment of the Tax Reform Act of 1986, or
(ii)  tax-exempt  use  property  within the meaning of Section  168(h)(1) of the
Code.

                  (f) The Company has not agreed to, nor is it required to, make
any  adjustment  pursuant  to  Section  481(a)  of the Code (or any  predecessor
provision)  by reason of any  change in any  accounting  method  and there is no
application  by  the  Company  pending  with  any  taxing  authority  requesting
permission for any changes in any accounting method of the Company.  The IRS has
not proposed any such adjustment or change in accounting method.

                  (g) The  Company  has not,  at any time within the time period
covered by any applicable statute of limitations,  been in violation, and is not
presently in violation (nor,  with notice or lapse of time or both,  would it be
in violation), of any applicable law relating to the payment or withholding of


<PAGE>


                                                                             8

taxes  relating  to  employment  and has,  at all times  within the time  period
covered by any applicable statute of limitations,  duly and timely withheld from
employee salaries,  wages, and other  compensation,  and timely paid over to the
appropriate taxing authorities,  all amounts required to be so withheld and paid
over for all periods under all applicable laws.

                  (h)  The  Company  is not  party  to,  bound  by,  or has  any
obligation under, any Tax sharing agreement,  Tax  indemnification  agreement or
similar contract.

                  (i) There is no  contract,  plan or  arrangement  covering any
person that, individually or collectively, could give rise to the payment of any
amount that would not be  deductible by the Company by reason of Section 280G of
the Code.

                  (j) No Seller is a "foreign  person,"  within  the  meaning of
Section  1445(b)(2)  of the Code nor  subject  to any other law,  regulation  or
ruling that would require any withholding of the purchase price.

                  (k) The Company is an S Corporation  under Section 1361 of the
Code and has no liability for federal  income taxes  (including  any tax imposed
under  Section 1374 or Section  1375 of the Code).  The Sellers have timely paid
and will timely pay any tax liability determined under Section 1366 of the Code.
The Company has had a valid Selection in effect since January 1, 1989.

                  (l) The  Company is a New York State S  Corporation  and has a
valid Selection  under Section 660,  Article 22 of the New York State Tax Law in
effect since  January 1, 1989.  The Sellers have  properly  included all amounts
required  by  Section  660,  Article  22 of the New York  State Tax Law in their
respective New York State taxable income.

                  (m) Neither any of the Sellers nor the Company has  received a
Tax ruling or made or entered  into a Tax  agreement,  consent or election  that
will or could  reasonably be expected to have a continuing  adverse effect after
the Closing Date on the Company,  and there are no  applications or negotiations
pending with respect to any of the foregoing.

         3.10  Compliance  with Laws.  Except as set forth on Schedule 3.10, the
Company is not in  violation  of any  applicable  order,  judgment,  injunction,
award, decree or writ (collectively,  "Orders"), or any applicable law, statute,
code, ordinance, regulation or other requirement (collectively,  "Laws"), of any
government or political  subdivision thereof,  whether Federal,  state, local or
foreign,  or any agency or  instrumentality  of any such government or political
subdivision (including,  without limitation,  all Laws relating to employment or
labor  relations),  or any insurance company or fire rating or any other similar
board or organization or other  non-governmental  regulating body (to the extent
that the rules, regulations or orders of such body have the force of law) or any
court or arbitrator  (collectively,  "Governmental  Bodies") (but not including,
however,  Safety and  Environmental  Laws, which are addressed in Section 3.13),
which  violation  has had, or could  reasonably  be expected to have, a material
adverse effect on the Condition of the Company  (including,  without limitation,
in connection with the sale by the Company of a distribution route to My Girls


<PAGE>


                                                                             9

Beverage,  Inc. on December  20,  1999,  or in  connection  with the sale by the
Company of a distribution route to Yankee Distributors, Inc. on April 21, 1998).

         3.11 Permits.  To the knowledge of the Sellers,  the Company has, or is
in the process of applying for, all  licenses,  permits,  exemptions,  consents,
waivers,  authorizations,  rights, certificates of occupancy, franchises, orders
or approvals of, and has made all required  registrations with, any Governmental
Body that are material to the conduct of the business of, or the intended use of
any  properties  of,  the  Company  (collectively,  "Permits"),  not  including,
however,  Permits  relating to compliance  with Safety and  Environmental  Laws,
which are  addressed in Section  3.13.  To the  knowledge  of the  Sellers,  all
Permits  (with  the  exception  of  Permits  required  pursuant  to  Safety  and
Environmental  Laws, which are addressed in Section 3.13) are listed on Schedule
3.11 and are in full force and effect;  no material  violations are or have been
recorded at any time since  January 1, 1997 in respect of any Permit and,  since
January 1, 1997,  no act has been taken or omitted in material  violation of any
Permit;  and no  proceeding  is pending  or, to the  knowledge  of the  Sellers,
threatened to revoke or limit any Permit.  To the  knowledge of the Sellers,  no
action by any of the Sellers, the Company or the Buyer is required in order that
all Permits will remain in full force and effect  following the  consummation of
the Contemplated Transactions.

         3.12 No  Breach.  Each of the  consents  set  forth  on  Schedule  3.12
(collectively,  the  "Scheduled  Consents") has been obtained by the Sellers and
remains in effect on the date hereof or has been  waived by the Buyer.  Assuming
that each  Scheduled  Consent has in fact been obtained and remains in effect or
has been waived, the execution and delivery by the Sellers of this Agreement and
each and every other  agreement and  instrument  required to be delivered by the
Sellers pursuant hereto,  the consummation of the Contemplated  Transactions and
the  performance by the Sellers of this Agreement and each such other  agreement
and instrument in accordance with their respective terms and conditions will not
(with or without notice and/or the lapse of time):

                  (a) violate any provision of the Articles of  Incorporation
or By-laws (or comparable instruments) of the Company;

                  (b)  require  the  Company  to obtain any  consent,  approval,
authorization  or action of, or make any filing  with or give any notice to, any
Governmental   Body  or  any  other  person  (other  than  CC  Beverage   (U.S.)
Corporation),  where  the  failure  to  take  any  action  referred  to in  this
subparagraph  (b) has,  or could  reasonably  be  expected  to have,  a material
adverse  effect on the  Condition  of the Company or give rise to a challenge to
the validity of the Contemplated Transactions;

                  (c) (i) violate,  conflict with or result in the breach of any
of the terms and  conditions of or, (ii) other than the possible  termination of
the Company's distribution agreement with CC Beverage (U.S.) Corporation, result
in a material modification of the effect of, otherwise cause the termination of,
or give any other contracting party the right to terminate,  or (iii) constitute
a  default  under,  any  contract,  agreement,   indenture,  note,  bond,  loan,
instrument,  lease,  conditional sale contract,  mortgage,  license,  franchise,
commitment or other binding arrangement (collectively, the "Contracts") required


<PAGE>


                                                                             10

to be listed on Schedule 3.15, or result in the creation of any Lien upon any of
the properties of the Company pursuant to the terms of any such Contract;

                  (d)  violate any Law of any Governmental Body;

                  (e) violate any Order of any  Governmental  Body applicable to
the Company or to its securities, properties or business; or

                  (f) violate or result in the  revocation  or suspension of any
Permit.

         3.13 Environmental Matters.  Except as disclosed on Schedule 3.13:

                  (a) the  Company is not and has not been in  violation  of any
applicable  Safety  and  Environmental  Law which  violation  could  impose  any
material  obligation on the Company after the  consummation of the  Contemplated
Transactions;

                  (b) the Company has all  Permits  required  pursuant to Safety
and  Environmental  Laws that are material to the conduct of the business of the
Company,  all such  Permits  are in full force and  effect,  no Claim to revoke,
limit or modify any of such Permits is pending and the Company is in  compliance
in all material respects with all terms and conditions thereof. All such Permits
are listed on Schedule 3.13;

                  (c)  the Company has not received any Environmental Claim;

                  (d) the Company has filed all notices  required  under  Safety
and  Environmental  Laws  indicating  the past or present  Release,  generation,
treatment, storage or disposal of Hazardous Substances, all of which notices are
listed on Schedule 3.13;

                  (e) the  Company has not  entered  into any written  agreement
with any  Governmental  Body or any  other  person  respecting  any  Safety  and
Environmental  Laws or any Remedial Action including,  without  limitation,  any
agreement by which the Company has assumed responsibility, either directly or as
a guarantor or surety,  for the  remediation  of any  condition  arising from or
relating to a Release or  threatened  Release of Hazardous  Substances  into the
Environment;

                  (f)  there is not now and has not been at any time in the past
a Release or threatened Release of Hazardous Substances into the Environment for
which the Company may be directly or indirectly responsible in whole or in part;

                  (g) to the  knowledge of the  Sellers,  except as set forth on
Schedule 3.13,  there is not now and has not been at any time in the past at, on
or in any of the real properties owned, leased or operated by the Company,  and,
to the  knowledge of the Sellers,  there was not at, on or in any real  property
previously owned, leased or operated by the Company or any predecessor;



<PAGE>


                                                                            11

                  (i)  any  generation,   use,  handling,   Release,  treatment,
recycling, storage or disposal of any Hazardous Substances; (ii) any underground
storage tank, surface impoundment,  lagoon, landfill, solid waste disposal area,
or other  containment  facility (past or present) for the storage,  treatment or
disposal of Hazardous Substances;  (iii) any asbestos-containing  material; (iv)
any  polychlorinated   biphenyls  (PCBs)  used  in  hydraulic  oils,  electrical
transformers or other equipment;  (v) any Release or threatened  Release, or any
visible signs of Releases or threatened  Releases,  of a Hazardous  Substance to
the Environment in form or quantity  requiring  Remedial Action under Safety and
Environmental  Laws; or (vi) any Hazardous  Substances present at such property,
excepting  such  quantities  as are handled in  accordance  with all  applicable
manufacturer's  instructions  and  Safety and  Environmental  Laws and in proper
storage  containers,  and as are  necessary  for the  operations in the ordinary
course of the Company;

                  (h) to the  knowledge  of the  Sellers,  there  is no basis or
reasonably  anticipated  basis  for any  Environmental  Claim  or  Environmental
Compliance Costs;

                  (i) to the  knowledge  of the  Sellers,  the  Company  has not
transported,  stored, treated or disposed, nor, to the knowledge of the Sellers,
has it allowed or arranged for any third persons to transport,  store,  treat or
dispose,  any Hazardous  Substance to or at: (i) any location  other than a site
lawfully  permitted to receive such  substances for such  purposes,  or (ii) any
location  designated for Remedial  Action  pursuant to Safety and  Environmental
Laws;  nor has it  performed,  arranged  for or allowed such  transportation  or
disposal in contravention of any Safety and Environmental Laws; and

                  (j) none of the past or present  operations of the Company are
subject to (i) any judicial or administrative  proceeding alleging the violation
of any Safety and  Environmental  Law, or (ii) to the  knowledge of the Sellers,
any  investigation  by any  Governmental  Body  evaluating  whether any Remedial
Action is required to respond to a Release or threatened  Release of a Hazardous
Substance.

         3.14 Claims and  Proceedings.  There are no  outstanding  Orders of any
Governmental  Body  against or  involving  the  Company.  Except as set forth on
Schedule  3.14,  there  are  no  actions,   causes  of  action,  suits,  claims,
complaints,   demands,   litigations  or  legal,   administrative   or  arbitral
proceedings,  or, to the knowledge of the Sellers,  inquiries or  investigations
(collectively,  "Claims")  (whether or not the defense thereof or liabilities in
respect  thereof are covered by insurance)  pending,  or to the knowledge of the
Sellers, threatened,  against or involving the Company or any of its properties,
owned or leased,  or which relate to, or could  reasonably be expected to have a
material adverse effect on, the Contemplated  Transactions.  Except as set forth
on Schedule  3.14, to the  knowledge of the Sellers,  no event has occurred that
may  reasonably  be expected to give rise to any Claim that would be required to
be set forth on Schedule 3.14 if currently  pending or  threatened.  All notices
required to have been given to any insurance  company listed as insuring against
any Claim set forth on Schedule 3.14 have been timely and duly given and, except
as set forth on Schedule 3.14, no insurance  company has asserted,  orally or in
writing,  that such Claim is not covered by the  applicable  policy  relating to
such Claim.  Except as set forth on Schedule 3.14,  there are no pending,  or to
the knowledge of the Sellers,  threatened  product  liability  Claims against or
involving the


<PAGE>


                                                                            12

Company  or any  product  marketed  or  distributed  at any time by the  Company
("Company Products").

         3.15 Contracts.

                  (a) Schedule  3.15 sets forth all of the  following  currently
effective Contracts to which the Company is a party or by or to which any of its
properties  are bound or  subject:  (i)  Contracts  with any  current  or former
officer,   director,   shareholder,   Employee,   consultant,   agent  or  other
representative or with an entity in which any of the foregoing, or any member of
the immediate family of any of the foregoing,  has a direct or indirect economic
interest;  (ii) Contracts with any labor union or association  representing  any
Employee;  (iii)  Contracts  with any  person to sell,  deliver,  distribute  or
otherwise  market any of the Company  Products  including,  without  limitation,
contracts with area route distributors ("Route Distribution  Agreements");  (iv)
Contracts for the purchase of materials, supplies, goods, services, equipment or
other assets  providing for any annual payment by the Company of, or pursuant to
which in the last year the Company paid in the  aggregate,  $25,000 or more; (v)
licensing, distributorship, sales representative,  marketing, brokerage, agency,
dealer  or  other  similar  Contracts;  (vii)  Contracts  for  the  sale  of any
properties other than in the ordinary course of business or for the grant to any
person of any option or preferential  rights to purchase any properties;  (viii)
partnership or joint venture agreements;  (ix) Contracts under which the Company
agrees to indemnify,  or to guarantee any indebtedness or other  obligations of,
any party or to share any Tax liability of any party; (x) Contracts which cannot
be canceled without liability,  premium or penalty on less than ninety (90) days
notice;  (xi) Contracts  with  customers,  subdistributors  or suppliers for the
sharing of fees,  the rebating of charges or other similar  arrangements;  (xii)
Contracts  containing  covenants  of the  Company  not to compete in any line of
business or with any person in any  geographical  area or covenants of any other
person  not to  compete  with  the  Company  in any line of  business  or in any
geographical  area; (xiii) Contracts  relating to the acquisition by the Company
of any  operating  business  or the  capital  stock of any other  person;  (xiv)
Contracts  relating  to  the  borrowing  of  money;  (xv)  Contracts  containing
obligations  or  liabilities  of any kind to holders of the capital stock of the
Company as such  (including  an  obligation  to register any of such  securities
under any Federal or state securities Laws);  (xvi) Contracts for the payment of
fees or other  consideration to any officer or director of the Company or to any
other entity in which any of the  foregoing has an interest;  (xvii)  options or
rights  of first  refusal  for the  purchase  or lease  of any  property  for an
aggregate  purchase price in excess of $25,000 or of any real property;  (xviii)
Contracts  pursuant to which the Company may hold or use any  interest  owned or
claimed  by the  Company  in or to any  material  property;  and (xix) any other
Contracts  pursuant  to the terms of which  there is either a current  or future
obligation or right of the Company,  absolute or contingent,  to make or receive
payments in excess of $25,000. Other than this Agreement, there are no Contracts
currently in negotiation or proposed by the Company of a type which,  if entered
into by the Company, would be required to be listed on Schedule 3.15.

                  (b) There have been  delivered  to the Buyer true and complete
copies  of  all of  the  Contracts  set  forth  on  Schedule  3.15  (and  of all
amendments,  supplements,  and  modifications  thereto and  thereof),  except as
otherwise set forth on Schedule 3.15 with respect to Route Distribution


<PAGE>


                                                                            13

Agreements.  All of the  Contracts  set  forth on  Schedule  3.15 are  valid and
binding upon the Company and, to the  knowledge of the Sellers,  upon each other
party thereto,  in accordance with their terms and are in full force and effect.
Except as set forth on  Schedule  3.15,  the  Company  is not in  default in any
material  respect  under any of such  Contracts,  nor, to the  knowledge  of the
Sellers,  does any  condition  exist  that with  notice or lapse of time or both
would  constitute such a material  default  thereunder.  To the knowledge of the
Sellers,  except  as set  forth on  Schedule  3.15,  no other  party to any such
Contract is in default thereunder in any material respect nor does any condition
exist that with notice or lapse of time or both would constitute such a material
default thereunder. Except as otherwise set forth on Schedule 3.15, the terms of
each  currently  effective  Route  Distribution  Agreement  are identical in all
material respects.

         3.16 Real Estate.

                  (a)  Leased  Properties.  The  Company  does  not own any real
property.  Schedule 3.16 is a true, correct and complete schedule of all leases,
subleases,  licenses  and other  agreements  (collectively,  the "Real  Property
Leases")  under  which the  Company  uses or occupies or has the right to use or
occupy, now or in the future,  any real property (the land,  buildings and other
improvements covered by the Real Property Leases being herein called the "Leased
Real  Property"),  The Sellers have heretofore  delivered to, or have caused the
Company to deliver to, the Buyer true,  correct and complete  copies of all Real
Property  Leases  (including  all  modifications,   amendments  and  supplements
thereto).  Each Real  Property  Lease is valid,  binding  and in full  force and
effect;  all rent and other sums and  charges  payable by the Company as tenant,
subtenant, licensee or otherwise thereunder are current; to the knowledge of the
Sellers,  no notice of default or  termination  under any Real Property Lease is
outstanding; and no casualty, condemnation (or taking in lieu thereof or similar
action),  termination  event or condition or uncured  default on the part of the
Company, or to the knowledge of the Sellers, the landlord (and/or sub-landlord),
exists under or with respect to any Real Property  Lease.  The Company holds the
leasehold  estate and interest in each Real Property Lease free and clear of all
Liens (other than Liens in respect of a Real  Property  Lease that are permitted
by the express terms  thereof or as have arisen by operation of law).  Except as
set forth in Schedule  3.16,  the Sellers  and the  Company  have no  ownership,
financial or other  interest in the landlord  (or  sub-landlord)  under any Real
Property  Lease.  In the event that the Company elects not to renew its sublease
of the premises known as 120-180 Adams Blvd.,  Farmingdale,  New York beyond its
current  initial  term,  the  Company  will not (other than as the result of any
actions  that may be taken on or after the  Closing  by, or on  behalf  of,  the
Buyer),  be  obligated  to pay to the  sub-landlord  or master  landlord of said
premises,  or otherwise  expend, in excess of $10,000 in order to surrender said
premises in the condition required by the terms of such sublease.

                  (b) Entire Premises.  All of the land,  buildings,  structures
and other  improvements used by the Company in the conduct of its businesses are
represented by the Leased Real  Property.  The Leased Real Property is sometimes
hereinafter referred to as the "Real Property."

         3.17  Inventory.   The  inventory  of  the  Company  is  in  good  and
merchantable  condition,  and  suitable  and usable or  salable in the  ordinary
course of business, and within normal and customary time frames, for the


<PAGE>


                                                                            14

purposes  for which  intended.  Except as  otherwise  set forth on Schedule  1.3
hereto,  the  Sellers  have no  reason  to  believe  that,  in light of the past
business experience of the Company and the current volume of its inventory,  any
of the Company's  current inventory is or will become obsolete or unsuitable for
sale prior to its sale by the Company in the ordinary course of business.

         3.18 Receivables. Schedule 3.18 hereto sets forth, and the Closing Date
Financials  will set forth,  a true and complete  list of all accounts and notes
receivable  of the  Company  as of  October  31,  1999  and  the  Closing  Date,
respectively. All such accounts and notes receivable, and all accounts and notes
receivable arising subsequent to October 31, 1999 which will be reflected on the
Closing Date Financials, (i) have arisen or will arise in the ordinary course of
business of the Company, (ii) are, as set forth on Schedule 3.18, or will be, as
will be set forth in the Closing Date  Financials,  subject to a reserve for bad
debts  computed  in a  manner  consistent  with  past  practice  and  reasonably
estimated to reflect the  probable  results of  collection,  and (iii) have been
collected or are  collectible in the ordinary course of business of the Company,
net of any such reserves.

         3.19  Tangible  Property.  Except as set forth on  Schedule  3.19,  the
facilities,   machinery,   equipment  (including,   without  limitation,   motor
vehicles),  furniture,  buildings and other  improvements,  fixtures,  vehicles,
structures,  any related  capitalized items and other tangible property material
to the business of the Company (the "Tangible Property") are and will be in good
operating  condition  and repair,  subject to normal wear and tear and continued
repair and  replacement  in accordance  with past practice and the Real Property
Leases,  and are suitable for their current use. Set forth on Schedule 3.19 is a
list of each item of  Tangible  Property  of the  Company as of October 31, 1999
which individually has a fair market value of in excess of $500.

         3.20  Intellectual  Property.  To the  knowledge  of the  Sellers,  the
Company owns or is licensed or otherwise has all reasonably  necessary rights to
use,  practice,   sell,  license  and  dispose  of,  without  restriction,   all
Copyrights, Trade Secrets, Trademarks, computer software and equipment and other
proprietary rights (collectively,  the "Intellectual Property") that are used in
connection with the business of the Company,  free and clear of any Liens (other
than  restrictions  on the  scope or use  thereof  set forth in any  license  of
Intellectual  Property that do not materially impair or interfere with the value
or use thereof in connection with the Company's  business).  Schedule 3.20 lists
all  Intellectual  Property  material  to the  business of the  Company.  To the
knowledge of the Sellers, none of the Intellectual Property infringes the rights
of any  other  person,  nor  have  any  of the  Company's  rights  thereto  been
challenged.   All  Intellectual   Property  owned  by  the  Company  has,  where
appropriate,  been duly  registered  with the United States Patent and Trademark
Office, and each such registration is valid and effective.  Notwithstanding  the
foregoing,  the Sellers make no representation  with respect to any Intellectual
Property used by the Company which is owned by the Buyer or its Affiliates.

         3.21  Title to  Properties.  The  Company  has good title to all of its
properties, including all of the assets reflected as owned by the Company on the
Balance Sheet, in each case free and clear of any Lien, except for;


<PAGE>


                                                                            15

                  (a)  Liens specifically described in the Financials;

                  (b)  properties  disposed  of, or subject to purchase or sales
orders, in the ordinary course of business since the Balance Sheet Date;

                  (c) Liens securing Taxes, assessments, governmental charges or
levies, or the claims of materialmen,  carriers, landlords and like persons, all
of which are not yet due and payable or are being  contested  in good faith,  so
long as such  contest  does not  involve  any  substantial  danger  of the sale,
forfeiture or loss of any assets; and

                  (d) Liens set forth on Schedule 3.21.

         3.22 Accounts  Payable.  Schedule 3.22 sets forth, and the Closing Date
Financials will be delivered  together with, a true and correct aged list of all
accounts  payable of the Company as of October  31,  1999 and the Closing  Date,
respectively.

         3.23 Liabilities. Except as otherwise set forth on Schedule 3.23, as at
the  Balance  Sheet  Date,  the  Company  did not have any  direct  or  indirect
indebtedness,   liability,  Claim,  loss,  damage,  deficiency,   obligation  or
responsibility,  known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or  unsecured,  accrued,  absolute,  inchoate,  contingent  or otherwise
("Liabilities")  that (a) were not fully and  adequately  reflected  or reserved
against on the Balance Sheet, or (b) were of a type not required to be reflected
or reserved  against  under  GAAP.  Except as set forth on  Schedule  3.23,  the
Company  has not,  except in the  ordinary  course  of  business,  incurred  any
material Liabilities since the Balance Sheet Date. The Sellers have no knowledge
of any  circumstance,  condition or event that could  reasonably  be expected to
give rise to any  Liabilities of the Company after the date hereof except in the
ordinary  course of business or as otherwise set forth on Schedule 3.23.  Except
as  set  forth  on  Schedule  3.23,  the  Company  has no  long  or  short  term
indebtedness,  other  than  indebtedness  constituting  trade  accounts  payable
incurred in the ordinary course of business,  certain accrued expenses reflected
in the Closing Date Financials  relating to Employee vacations and the Company's
401(k) Benefit Plan.

         3.24  Suppliers and  Customers.  Schedule 3.24 lists,  by dollar volume
paid for the nine (9) months ended on September  30, 1999,  the ten (10) largest
beverage  suppliers and the ten (10) largest beverage  customers of the Company.
To the  knowledge  of the  Sellers,  the  relationship  of the Company with such
suppliers  and  customers,  respectively,  other  than  with  CC  Beverage  (US)
Corporation,  are good commercial working relationships.  Except for CC Beverage
(U.S.)  Corporation,  no person listed on Schedule 3.24 (i) has, within the nine
(9) months  preceding  the date  hereof,  threatened  in writing to limit in any
material respect,  cancel or otherwise  terminate or, in a manner adverse to the
Company,  materially modify the relationship of such person with the Company or,
(ii) to the knowledge of the Sellers,  intends to cancel or otherwise  terminate
or, in a manner materially  adverse to the Condition of the Company,  modify the
relationship of such person with the Company.



<PAGE>


                                                                            16

         3.25     Employee Benefit Plans.

                  (a)  Schedule  3.25(a)  lists  all  Benefit  Plans.  Except as
disclosed  in Schedule  3.25(a),  with respect to each such  Benefit  Plan,  the
Sellers heretofore have delivered, or have caused the Company heretofore to have
delivered,  to the Buyer true, correct and complete copies of (i) all plan texts
and  agreements  and related  trust  agreements or annuity  contracts;  (ii) all
summary plan descriptions; (iii) the three most recent annual reports (including
all schedules thereto) if applicable;  (iv) the most recent actuarial valuation;
(v) the most recent annual reviewed or audited financial  statement and opinion;
(vi) the most recent annual and periodic accounting of plan assets; (vii) if the
plan is intended to qualify under Code Section 401(a) or 403(a), the most recent
determination   letter   received   from  the  IRS;   and  (viii)  all  material
communications with any Governmental Body (including the DOL, IRS and PBGC).

                  (b) With respect to each Benefit  Plan, no event has occurred,
and there exists no condition or set of  circumstances  in connection with which
the Company could,  directly or indirectly (through a Commonly Controlled Entity
or otherwise),  be subject to any liability  under ERISA,  the Code or any other
applicable  Law, except  liability for benefits  claims and funding  obligations
payable in the ordinary course.

                  (c)  The  Company  has  performed  all  material   obligations
required  to be  performed  by it under each  Benefit  Plan  including,  but not
limited  to,  the  timely  filing of all Forms  5500 and all  schedules  thereto
(Annual  Report) and the  distribution  to  participants  in the Benefit  Plans,
respectively,  of all Summary Plan  Descriptions  required to be  distributed by
applicable  law.  Except as set forth on Schedule  3.25(c),  each  Benefit  Plan
conforms  to,  and  its  administration  is in  material  compliance  with,  all
applicable Laws (including,  but not limited to,  non-discrimination,  top heavy
and coverage  testing),  and each Benefit Plan has been maintained in accordance
with its terms. Except as otherwise set forth on Schedule 3.25(c),  each Benefit
Plan can be amended,  terminated, or otherwise discontinued after the Closing in
accordance with its terms,  without liability to the Company or the Buyer or any
of their respective  Affiliates.  All premiums required by any Benefit Plan have
been paid thereunder;  all outstanding  indebtedness  for services  performed or
accrued  vacation,  holiday pay,  earned  commissions,  accrued bonuses or other
benefits owed to any Employee have been paid when due or accrued on the books of
the Company.  No "prohibited  transaction" within the meaning of Section 4975 of
the Code or Section 406 of ERISA has occurred  with respect to any Benefit Plan;
no action or failure to act with respect to any Benefit  Plan could  subject the
Company,  any of the  Sellers or the Buyer or any Benefit  Plan to any  material
tax,  penalty or other  liability,  for breach of fiduciary  duty or  otherwise,
under  ERISA  or any  other  applicable  law,  whether  by way of  indemnity  or
otherwise.

                  (d) The Company, and each Commonly Controlled Entity, has made
all  payments  due from such  respective  entity to date  with  respect  to each
Benefit Plan.

                  (e) Except as disclosed in Schedule  3.25(e),  with respect to
each  Benefit  Plan,   there  are  no  funded  benefit   obligations  for  which
contributions have not been made or properly accrued and there are no unfunded


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                                                                            17

benefit  obligations that have not been accounted for by reserves,  or otherwise
properly footnoted in accordance with GAAP, on the Reviewed Financials.

                  (f) With  respect to each Benefit Plan subject to Code Section
412 or ERISA Section 302: (i) such plan uses a funding method  permissible under
ERISA and the actuarial  assumptions used in connection therewith are reasonable
individually and in the aggregate; (ii) no such plan has incurred an accumulated
funding  deficiency,  whether or not waived;  and (iii)  except as  disclosed on
Schedule  3.25(f),  the fair  market  value of the assets of such Plan exceed or
equal the "projected  benefit  obligation" (as defined in Statement of Financial
Accounting  Standard No. 87), and the "amount of unfunded benefit  liabilities",
as defined in ERISA Section 4001(a)(18), is zero.

                  (g) Except as disclosed on Schedule  3.25(g),  with respect to
each Benefit  Plan that is or was subject to Title IV of ERISA,  no such Benefit
Plan has been  terminated,  no filing of a notice of intent to terminate  such a
Benefit Plan has been made,  and the PBGC has not  initiated  any  proceeding to
terminate any such Benefit Plan.  The  termination  of any such Benefit Plan has
not resulted and, except as disclosed on Schedule  3.25(g),  will not result, in
any liability to the Company or any Controlled  Entity for any reason including,
without  limitation,  as a result  of the  failure  of the  Company  to obtain a
favorable  determination  from the IRS in connection with such  termination.  No
event has occurred and there exists no condition or set of  circumstances  which
presents a material  risk that any Pension Plan has or is likely to experience a
"partial termination" within the meaning of Code Section 411(d)(3).

                  (h) Except as disclosed on Schedule  3.25(h),  no Benefit Plan
(i) is a  "multiemployer  plan"  as  defined  in Code  Section  414(f)  or ERISA
Sections  3(37) or 4001(a)(3)  and the Company has no liability  with respect to
any "multiemployer plan," (ii) is a multiple employer plan within the meaning of
Code  Section  413(c)  or  ERISA  Sections  4063,  4064 or  4066,  or (iii) is a
"multiple employer welfare arrangement" as defined in ERISA Section 3(40).

                  (i) No "reportable  event" within the meaning of ERISA Section
4043 has  occurred or may be  reasonably  expected to occur with  respect to any
Benefit Plan.

                  (j) There are no Claims or Liens  pending or, to the knowledge
of  the  Sellers,  threatened  (other  than  routine  claims  for  benefits)  or
anticipated  with  respect  to any  Benefit  Plan or  against  the assets of any
Benefit  Plan and there are no facts that could  reasonably  be expected to give
rise to any such Claim or Lien. No assets of the Company are subject to any Lien
under ERISA Section 302(f) or Code Section  412(n).  Neither the Company nor any
Commonly Controlled Entity has provided or would be required to provide security
pursuant to Code Section 401(a)(29).

                  (k) Each Benefit Plan which is intended to qualify  under Code
Section  401(a) or 403(a) so  qualifies  and its  related  trust is exempt  from
taxation  under Code Section  501(a) and has received a favorable  determination
letter from the IRS to the effect that such Benefit  Plan and related  trust are
qualified and exempt from Federal  income taxes under Section 401(a) and 501(a),
respectively (including any amendments thereto effected by the Tax Reform Act of
1986 and subsequent  legislation),  or is within the applicable remedial


<PAGE>


                                                                            18

amendment period pursuant to the Treasury Regulations in which to apply for such
determination  letter, and no such determination letter has been revoked nor has
revocation  been  threatened.  To the  knowledge  of the  Sellers,  nothing  has
occurred  or is  reasonably  expected to occur that would  adversely  affect the
qualified  status  of any  such  Benefit  Plan  or  any  trust  related  thereto
subsequent to the issuance of such determination letter.

                  (l) Each Pension Plan that is not qualified under Code section
401(a)  or  403(a)  is  exempt  from  Part 2, 3 and 4 of  Title I of ERISA as an
unfunded plan that is maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly  compensated  employees,
pursuant to ERISA Sections 201(2), 301(a)(3) and 401(a)(1).

                  (m) Except as disclosed in Schedule 3.25(m),  no assets of the
Company are allocated to or held in a "rabbi trust" or similar funding vehicle.

                  (n) Each  Benefit  Plan  that is a  "group  health  plan"  (as
defined in ERISA Section 607(l) or Code Section 5000(b)(1)) has been operated at
all times in compliance with the provisions of COBRA and any applicable  similar
state Law.

                  (o) Except as  disclosed  in  Schedule  3.25(o),  there are no
reserves,  assets,  surpluses  or prepaid  premiums  with respect to any Welfare
Plan.

                  (p) No Benefit  Plan is, or has ever been,  a Retiree  Welfare
Plan.

                  (q) Except as disclosed in Schedule 3.25(q),  the consummation
of the  Contemplated  Transactions  will not (i)  entitle  any current or former
Employee to severance pay,  unemployment  compensation  or any similar  payment;
(ii)  accelerate  the time of payment or vesting,  or increase the amount of any
compensation  due to, or in respect  of, any current or former  Employee;  (iii)
result in or satisfy a condition to the payment of  compensation  that would, in
combination  with any other  payment,  result in an "excess  parachute  payment"
within the meaning of Code  Section  280G(b);  or (iv)  constitute  or involve a
prohibited  transaction  (as defined in ERISA Section 406 or Code Section 4975),
constitute or involve a breach of fiduciary responsibility within the meaning of
ERISA  Section  502(l) or  otherwise  violate Part 4 of Subtitle B of Title I of
ERISA.

                  (r) Neither the Company,  any Commonly  Controlled Entity, nor
any entity with which the Company could be considered a single employer under 29
U.S.C.  Section  2101 (a)(1) or under any  relevant  case law,  has incurred any
liability or obligation under the Worker Adjustment and Retraining  Notification
Act,  as it may be amended  from time to time (the "Warn  Act"),  and within the
ninety (90) day period  immediately  following  the Closing,  will not incur any
such  liability  or  obligation  if,  during such  ninety (90) day period,  only
terminations of employment in the normal course of operations occur.

                   (s) There is no plan or commitment,  whether  legally binding
or not, to establish any new Benefit Plan or to modify or terminate any Benefit


<PAGE>


                                                                            19

Plan,  nor has any intention or commitment to do any of the foregoing been
communicated.

                  (t) Set  forth on  Schedule  3.25(t)  hereto  is a list of all
former or present  Employees  of the Company  receiving  payments  of  workmen's
compensation  benefits  or long or short  term  disability  benefits  and,  with
respect to each such Employee, the amount of any such benefits.

                  (u) The Company is not an  "administrator"  within the meaning
of Section  3(16)(A) of ERISA or a "plan sponsor"  within the meaning of Section
3(16)(B) of ERISA or a "fiduciary"  within the meaning of Section 3(21) of ERISA
with respect to the Benefit  Plans that are  sponsored by the Union and to which
the Company  must  contribute  by reason of a  collective  bargaining  agreement
("Union Plans"), and the Company has no liability or responsibility with respect
to the Union Plans other than to make said contributions.

                  (v)  Notwithstanding  anything  herein  to the  contrary,  the
representations  and  warranties  in the second and fifth  sentences  of Section
3.25(c); Section 3.25(k); Section 3.25(n); and Section 3.25(o) are, with respect
to the Union Plans, to the knowledge of the Sellers.

         3.26 Employee Relations.  Schedule 3.26 lists as of the date hereof the
number of Employees in the aggregate,  the number of full-time personnel and the
number of independent  contractors engaged by the Company to perform services on
the Company's behalf on a regular or scheduled basis. The Company is not a party
to any  collective  bargaining  agreement or any other  agreement with any labor
union  or  association   representing  any  Employee  other  than  that  certain
Agreement,  dated September 23, 1999, between the Company and the Union. Without
limiting  anything  elsewhere set forth herein,  the Company has not at any time
during the last five (5) years had,  nor to the  knowledge  of the  Sellers,  is
there now  pending or  threatened  (i) a strike,  picket,  work  stoppage,  work
slowdown or other labor dispute,  or (ii) any legal,  administrative or arbitral
proceeding,  inquiry or investigation  relating to the alleged  violation of any
Law  pertaining to labor  relations or employment  matters  (including,  without
limitation,  any  charge or  complaint  filed by an  employee  or union with the
National Labor Relations Board, the Equal Employment Opportunity Commission,  or
any comparable  Governmental Body),  organizational  activity, or other labor or
employment  dispute  against or affecting  the Company.  To the knowledge of the
Sellers,  no event has occurred or circumstance  exists that could reasonably be
expected  to provide the basis for any work  stoppage  or other  labor  dispute.
There is no  lock-out of any  employees  by the  Company,  and no such action is
contemplated by the Company.

         3.27  Insurance.  Schedule  3.27  sets  forth  a list  (specifying  the
insurer,  describing  each  pending  claim  thereunder  of more than $25,000 and
setting  forth the  aggregate  amounts  paid out under  each such  policy  since
January 1, 1998 and the  aggregate  limit,  if any, of the  insurer's  liability
thereunder) of all policies or binders of fire,  liability,  product  liability,
worker's compensation, vehicular and other insurance held by or on behalf of the
Company.  The  Sellers  have  heretofore  delivered,  or caused  the  Company to
deliver,  to the Buyer true and complete copies of all such policies and binders
as currently in effect. Such policies and binders are valid and binding in


<PAGE>


                                                                            20

accordance  with their terms,  are in full force and effect,  and insure against
risks and liabilities to an extent and in a manner  customary in the industry in
which the  Company  operates.  The  Company has not failed to give any notice or
present any claim under any such policy or binder in due and timely  fashion and
to the  knowledge of the Sellers,  the Company is not in default with respect to
any  provision  contained  in any such  policy or binder.  Except for claims set
forth on Schedule 3.27,  there are no  outstanding  unpaid claims under any such
policy or binder, and the Company has not received any notice of cancellation or
non-renewal of any such policy or binder.

         3.28 Officers,  Directors and  Employees.  Schedule 3.28 sets forth (a)
the name,  title and total  compensation  of each  officer  and  director of the
Company; (b) the name, title and total compensation of each other Employee;  (c)
all wage and salary  increases,  bonuses and  increases  in any other  direct or
indirect  compensation received by such persons since December 31, 1998; (d) any
payments or  commitments to pay any accrued  vacation,  severance or termination
pay to any such persons; and (e) any accrual for, or any commitment or agreement
by the Company to pay, such  increases,  bonuses or pay.  Except as set forth on
Schedule 3.28,  there are no accruals,  commitments or agreements  regarding the
payment of such  vacation,  termination  or severance pay or of such  increases,
bonuses or pay,  whether to any  officer,  director or employee of the  Company,
including, but not limited to, any Seller. Except as set forth on Schedule 3.28,
the Company does not currently engage, nor has it engaged at any time within the
past year, any consultant, agent or other representative.

         3.29 Year 2000  Compliance.  Except to the extent set forth on Schedule
3.29,  the  Condition  of the  Company  will not be  adversely  affected  in any
material respect as the result of the failure of any computer or other equipment
of the Company to be Year 2000 Compliant.  "Year 2000 Compliant" means either of
the  following:  (i) in the case of technical  systems  (including  software and
equipment),   the  ability  to  (A)  correctly  process,   provide,   interpret,
manipulate, store, calculate, compare, sequence and receive date/time data from,
into and between the twentieth and  twenty-first  centuries,  and years 1999 and
2000 and  leap  year  calculations,  without  causing  logical  or  mathematical
inconsistencies,  processing  errors,  loss of  functionality  or performance or
other  errors,  and (B)  interoperate  with other  technical  system  having the
characteristics  described in (A) and with  date/time  date of the twentieth and
twenty-first  centuries;  or (ii) in the case of date/time  data, that such data
contains such  information or is so formatted as to permit a technical system to
correctly process, provide, interpret,  manipulate,  store, calculate,  compare,
sequence  and  receive  such data  from,  into and  between  the  twentieth  and
twenty-first centuries,  and the years 1999 and 2000 and leap year calculations,
without causing logical or mathematical inconsistencies, processing errors, loss
of  functionality  or performance or other errors with respect to such technical
system.

         3.30  Operations  of the Company.  Except as set forth on Schedule 3.30
(and subject to the terms of Section 1.6 hereof),  since the Balance Sheet Date,
the Company has not:

                  (a)  declared  or paid any  dividends  or declared or made any
other  distributions  of any kind to its  shareholders,  or made any  direct  or
indirect redemption,  retirement, purchase or other acquisition of any shares of
its capital stock or granted any general increase in the compensation payable,


<PAGE>


                                                                            21

or to become payable, to officers or other Employees;

                  (b) except for  short-term  bank  borrowings  in the  ordinary
course of business, incurred any indebtedness for borrowed money;

                  (c)  reduced  its  cash or  short-term  investments  or  their
equivalents other than (i) to meet,  consistent with past practices,  cash needs
arising  in the  ordinary  course of  business,  and (ii) to the  extent of cash
distributions made pursuant to Section 1.6 hereof;

                  (d)  cancelled  any material debt to the Company or waived any
material right of the Company under any Contract or other  agreement of the type
required to be set forth on any Schedule other than the payoff of a liability to
The Chase Manhattan Bank N.A. ("Chase Bank") as described in Section 6.4 hereof;

                  (e) made any change in its accounting  methods or practices or
made any change in depreciation or amortization policies or rates adopted by it;

                  (f) materially changed any of its business policies, including
advertising,  investment,  marketing,  pricing,  purchasing,  personnel,  sales,
returns, budget or product acquisition policies;

                  (g)  made  any  loan  or  advance   to,  or   guaranteed   any
indebtedness  or  other  obligation  of,  any  of  its  shareholders,  officers,
directors,   present  or  former   Employees,   consultants,   agents  or  other
representatives  (other  than travel  advances  made in the  ordinary  course of
business),  or made any other loan or advance, or guaranteed the indebtedness or
other obligation of any party;

                  (h)  allowed  or  permitted  any of its  properties  to become
subject to any Lien  (except for Liens  excepted in Section  3.21  hereof),  or,
except for inventory in the ordinary course of business, sold, abandoned or made
any  other  disposition  of any of its  properties  or  assets  material  to the
Condition  of the  Company  or made  any  acquisition  of all or any part of the
properties, capital stock or business of any other person;

                  (i)  paid,  directly  or  indirectly,   any  of  its  material
Liabilities  (other  than its  indebtedness  to Chase  Bank for money  borrowed)
before the same became due in accordance with its terms or otherwise than in the
ordinary  course of  business  or  written  down the value of any  inventory  or
written off as  uncollectible  any  accounts  receivable,  except as required by
GAAP;

                  (j)  terminated  or  failed  to renew  any  Contract  or other
agreement that is or was material to the Condition of the Company;

                  (k)  amended  its  Articles  of  Incorporation  or By-laws (or
comparable  instruments) or merged with or into or  consolidated  with any other
person, subdivided or in any way reclassified any shares of its capital stock or
changed or agreed to change in any manner the rights of its outstanding  capital
stock or the character of its business;


<PAGE>


                                                                            22

                  (l) engaged in any other  material  transaction  other than in
the ordinary course of business or as disclosed on any Schedule hereto; or

                  (m)  committed to take,  or taken any action to authorize  the
taking of, any of the foregoing actions.

         3.31 Potential  Conflicts of Interest.  Except as set forth on Schedule
3.31, no Seller,  and no officer,  director or Affiliate of the Company,  and no
relative or spouse (or  relative of such  spouse) of any Seller,  or of any such
officer or director,  and no entity directly or indirectly  controlled by one or
more of the foregoing (i) owns, directly or indirectly, in whole or in part, any
property that the Company uses in the conduct of its  business;  or (ii) has any
Claim whatsoever against, or owes any amount to, the Company and Claims that the
Company would be required to indemnify such Seller,  officer or director against
under any  applicable  law other  than any  Claim for  indemnification  from any
liability  hereunder  (any  such  Claim to  indemnification  other  than  from a
liability  hereunder,  an  "Indemnification  Claim").  To the  knowledge  of the
Sellers,  no Indemnification  Claim, or any facts,  events or circumstances that
could reasonably be expected to give rise to an Indemnification Claim, currently
exist(s).

         3.32  Full  Disclosure.  There is no fact or facts  known to any of the
Sellers that has not been  disclosed by the Sellers to the Buyer in writing that
materially  adversely  affects  or,  so far as the  Sellers  can now  reasonably
foresee,  will materially  adversely affect, the Condition of the Company or the
ability of the Sellers to perform this Agreement.  No representation or warranty
of the Sellers in this  Agreement  or the Escrow  Agreement,  contains an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated therein or necessary to make the statements made, in the context in which
made, not materially false or misleading.

         3.33  Limitation on Representations.

                  (a)  The  term  "to  the  knowledge  of the  Sellers"  (or any
variation thereof),  as used herein,  shall mean the actual knowledge of Gilbert
Kaplan, Robin Kaplan and Irene Graulich,  after reasonable inquiry. For purposes
of the preceding sentence,  "reasonable inquiry" shall be understood to include,
without  limitation,  inquiry of all  Employees  of the  Company who perform any
managerial functions on the Company's behalf.

                  (b) The Sellers shall have no liability hereunder or otherwise
with  respect to any breach of  representation  or  warranty  arising  out of or
relating to the recognition of income or accrual of liabilities resulting solely
from timing  differences in the accounting  treatment between the Financials and
any future  methodology  utilized  by the  Company;  provided,  that,  except as
otherwise  specifically  provided  in Section  1.3 and  Schedule  1.3,  any such
accounting treatment reflected in the Financials is in accordance with GAAP.



<PAGE>


                                                                            23

                                   ARTICLE IV
                 Representations and Warranties of Each Seller

         Each Seller, severally and not jointly,  represents and warrants to the
Buyer as  follows  (except  as to Section  4.4 which is the  representation  and
warranty solely of Gilbert and Marilyn Kaplan):

         4.1 Title to the Shares.  As of the  Closing  Date,  such Seller  owns,
beneficially  and of record and free and clear of any Lien, the Shares set forth
opposite  such  Seller's name on Schedule 4.1, and, upon delivery of and payment
for such  Shares at the Closing as herein  provided,  such Seller will convey to
the Buyer good and valid title thereto, free and clear of any Lien.

         4.2  Authority to Execute and Perform  Agreement.  Such Seller has full
legal right and power, and all authority and approvals required,  to enter into,
execute and deliver this  Agreement and each and every  agreement and instrument
contemplated  hereby  to which  such  Seller  is a party  including  the  Escrow
Agreement,  and  to  perform  fully  such  Seller's  obligations  hereunder  and
thereunder.  This  Agreement has been duly executed and delivered by such Seller
(and if an individual has executed this Agreement on such Seller's behalf,  such
individual is duly  authorized to sign, and bind such Seller to its  obligations
under, this Agreement), and each and every agreement and instrument contemplated
hereby to which such Seller is a party, including the Escrow Agreement, has been
duly  executed and  delivered by such Seller and  (assuming  due  execution  and
delivery  hereof and  thereof by the other  parties  hereto  and  thereto)  this
Agreement and each such other agreement and instrument are the valid and binding
obligations of such Seller  enforceable  against such Seller in accordance  with
their  respective  terms.  If any action is required to authorize such Seller to
enter into this  Agreement and the Escrow  Agreement,  such action has been duly
taken.

         4.3 No Consent,  Conflict Etc. Except as set forth on Schedule 4.3, the
execution  and  delivery  by such  Seller of this  Agreement  and each and every
agreement and  instrument  contemplated  hereby to which such Seller is a party,
including  the  Escrow   Agreement,   the   consummation  of  the   transactions
contemplated  hereby and  thereby  and the  performance  by such  Seller of this
Agreement and each such other  agreement and instrument in accordance with their
respective terms and conditions will not:

                  (a)  require  such  Seller to obtain  any  consent,  approval,
authorization  or action of, or make any filing  with or give any notice to, any
Governmental Body or any other person;

                  (b) with or  without  notice  and/or  lapse of time,  violate,
conflict  with or result in the  breach of any of the terms and  conditions  of,
result  in a  material  modification  of the  effect  of,  otherwise  cause  the
termination of or give any other  contracting  party the right to terminate,  or
constitute a default under,  any Contract by or to which the Shares held by such
Seller are or may be bound or subject or which could  reasonably  be expected to
have a material  adverse  effect on the ability of such Seller to consummate the
Contemplated Transactions;

                  (c)  violate  any  Law  or  Order  of  any  Governmental  Body
applicable to such Seller or to the Shares held by such Seller;



<PAGE>


                                                                            24

                  (d) result in the  creation  of any Lien on the Shares held by
such Seller; or

                  (e) as  applicable,  violate  or breach the terms of any trust
agreement or other agreement under which such Seller was created.

         4.4  Retirement of Gilbert and Marilyn  Kaplan.  Each of Gilbert Kaplan
and  Marilyn  Kaplan  hereby  represents  and  warrants to the Buyer that he/she
intends to retire from any active  participation  in any  commercial  enterprise
within the food and beverage industry immediately following the Closing.

                                   ARTICLE V
                  Representations and Warranties of the Buyer

         The Buyer represents and warrants to the Sellers as follows:

         5.1 Due  Incorporation  and Authority.  The Buyer is a corporation duly
organized,  validly existing and in good standing under the Laws of the State of
Delaware and has all requisite  corporate  power and authority to own, lease and
operate  its  properties  and to  carry  on its  business  as now  being  and as
heretofore conducted.

         5.2 Authority to Execute and Perform Agreement. The Buyer has the power
and  authority,  and all approvals  required to enter into,  execute and deliver
this Agreement and each and every agreement and instrument  contemplated  hereby
to which the Buyer is a party  including  the Escrow  Agreement,  and to perform
fully its  obligations  hereunder and  thereunder.  This Agreement has been duly
executed and delivered by the Buyer, and each and every agreement and instrument
contemplated  hereby  to  which  the  Buyer  is a party,  including  the  Escrow
Agreement,  has been duly  executed and delivered by the Buyer and (assuming due
execution  and  delivery  hereof  and  thereof by the other  parties  hereto and
thereto) this  Agreement and each such other  agreement and  instrument  are the
valid and  binding  obligations  of the Buyer  enforceable  against the Buyer in
accordance with their respective terms.

         5.3 No Consents,  Conflicts,  Etc. Except as set forth on Schedule 5.3,
the  execution  and delivery by the Buyer of this  Agreement  and each and every
other  agreement  and  instrument  contemplated  hereby  to which the Buyer is a
party,  including the Escrow  Agreement,  the  consummation of the  transactions
contemplated  hereby  and  thereby  and the  performance  by the  Buyer  of this
Agreement and each such other  agreement and instrument in accordance with their
respective terms and conditions will not:

                  (a)  violate any provision of the Articles of Incorporation
or By-laws of the Buyer;

                  (b)  require  the  Buyer  to  obtain  any  consent,  approval,
authorization  or action of, or make any filing  with or give any notice to, any
Governmental Body or any other person;



<PAGE>


                                                                            25

                  (c) violate,  conflict  with or result in the breach of any of
the terms and conditions of, result in a material modification of the effect of,
otherwise cause the termination of or give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default  under,  any  Contract to which the Buyer is a party or by or to which
the Buyer or any of its properties is or may be bound or subject; or

                  (d)  violate  any  Law  or  Order  of  any  Governmental  Body
applicable to the Buyer.

         5.4 Full Disclosure.  There is no fact or facts known to the Buyer that
has not been  disclosed by the Buyer to the Sellers in writing  that  materially
adversely  affects  or,  so far as the Buyer can now  reasonably  foresee,  will
materially  adversely affect the ability of the Buyer to perform this Agreement.
No  representation  or warranty of the Buyer  contained in this Agreement or the
Escrow  Agreement  contains an untrue  statement of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  made,  in the  context  in  which  made,  not  materially  false  or
misleading.

         5.5 Claims and Proceedings. As of the date of this Agreement, there are
no outstanding  Orders of any  Governmental  Body against or involving the Buyer
which could  reasonably  be expected  to have a material  adverse  effect on the
ability of the Buyer to consummate the Closing or any of the other  Contemplated
Transactions.  Except as set forth on  Schedule  5.5,  to the  knowledge  of the
Buyer, as of the date of this Agreement, there are no Claims (whether or not the
defense  thereof or  liabilities  in respect  thereof are covered by  insurance)
pending, or to the knowledge of the Buyer, threatened,  against the Buyer or any
of its properties, owned or leased, which could reasonably be expected to have a
material adverse effect on the ability of the Buyer to consummate the Closing or
any of the other Contemplated Transactions. Except as set forth on Schedule 5.5,
to the  knowledge of the Buyer,  no event has occurred  that may  reasonably  be
expected  to give rise to any Claim  that would be  required  to be set forth on
Schedule 5.5. All notices  required to have been given to any insurance  company
listed as insuring  agent  against any Claim set forth on Schedule 5.5 have been
timely and duly given and,  except as set forth on Schedule  5.5,  no  insurance
company has  asserted,  orally or in writing,  that such Claim is not covered by
the applicable policy relating to such Claim.

         5.6  Investment  Intent.  The Buyer is acquiring the Shares for its own
account and not with a view to their distribution  within the meaning of Section
2(11) of the Securities Act of 1933, as amended.

         5.7 Buyer Claims Against Company.  To the knowledge of the Buyer, after
inquiry of employees of the Buyer with management  responsibilities  relating to
Contracts between the Buyer, or any Affiliate of the Buyer, and the Company, (i)
neither  the Buyer,  nor any  Affiliate  of the Buyer,  has any  material  Claim
against the Company  under the terms of, and (ii) the Company is not in material
breach or violation of the terms of, any  Contract  between the Company,  on the
one hand, and the Buyer or any Affiliate of the Buyer, on the other.



<PAGE>

                                                                            26
                                   ARTICLE VI
                            Covenants and Agreements

         6.1 Expenses.  The parties to this Agreement shall, except as otherwise
specifically  provided herein or in the Escrow Agreement,  bear their respective
expenses incurred in connection with the preparation,  execution and performance
of  this  Agreement  and  the  Contemplated  Transactions,   including,  without
limitation,  all fees and expenses of their respective agents,  representatives,
counsel and  accountants;  provided,  however,  that all fees and other expenses
payable to the Escrow  Agent  under the terms of the Escrow  Agreement  shall be
borne evenly by the Sellers and the Buyer.

         6.2 Indemnification  Against Brokerage Claim. The Sellers represent and
warrant to the Buyer that no broker,  finder,  agent or similar  intermediary (a
"Broker") has acted on behalf of the Company or any of the Sellers in connection
with this  Agreement  or the  Contemplated  Transactions,  and that there are no
brokerage  commissions,  finder's fees or similar fees or commissions payable in
connection  therewith based on any agreement,  arrangement or understanding with
the Company,  or any of the Sellers,  or any action taken by the Company, or any
of the Sellers. The Sellers agree, jointly and severally,  to indemnify and hold
harmless the Buyer from any Claim or demand for commission or other compensation
by any Broker claiming to have been employed by or on behalf of the Company,  or
any of the  Sellers,  and to bear the cost of the  documented  reasonable  legal
expenses  incurred in defending against any such claim. The Buyer represents and
warrants  to the  Sellers  that no  Broker  has  acted on behalf of the Buyer in
connection with this Agreement or the Contemplated Transactions,  and that there
are no  brokerage  commissions,  finders'  fees or similar  fees or  commissions
payable  in  connection  therewith  based  on  any  agreement,   arrangement  or
understanding with the Buyer, or any action taken by the Buyer. The Buyer agrees
to  indemnify  and hold  harmless  the  Sellers  from any  Claim or  demand  for
commission or other compensation by any Broker claiming to have been employed by
or on behalf of the Buyer,  and to bear the cost of documented  reasonable legal
expenses incurred in defending against any such claim.

         6.3 Permit Transfers.  The Sellers covenant to the Buyer that they have
caused the transfer,  reissuance or modification  of all Permits  (including any
Permits  issued  pursuant to Safety and  Environmental  Laws) to the extent that
such is  required to cause the Permits to remain in full force and effect in the
possession of the Company after the Closing.

         6.4      [INTENTIONALLY OMITTED]

         6.5      Tax Covenants.

                  (a) The Sellers  shall join with the Buyer and its  Affiliates
in making an  election  under  Section  338(h)(10)  of the Code (and  comparable
elections pursuant to state and local law) with respect to the purchase and sale
of the Shares (such election under Section  338(h)(10) of the Code, coupled with
all comparable state and local elections,  being collectively referred to as the
"Section 338  Election") and shall not take any position  inconsistent  with the
Section 338 Election. Sellers shall (a) cause an IRS Form 8023 that has been


<PAGE>


                                                                            27

completed in accordance with Treasury  Regulations  Section  1.338(h) (10)-1 and
all comparable forms required or appropriate  pursuant to any relevant state law
to be executed at the Closing (or at such other time as may be determined by the
Buyer),  and (b) take such other action as the Buyer shall  reasonably  request,
including,   but  not  limited  to,  providing  the  Buyer  with  any  requested
information  and  causing  appropriate  persons to take any action  required  or
appropriate  for the making of such  Section  338  Election in  accordance  with
Treasury  Regulations  Section  1.338(h)(10)-1  and Form 8023 (and in accordance
with relevant state and local law). The Section 338 Election shall be based upon
the Purchase Price allocation determined by the Buyer;  provided,  however, that
fixed assets shall be valued at their  respective tax basis, as set forth in the
Tax Return of the Company for the year ended December 31, 1999, unless otherwise
mutually agreed by the Sellers and the Buyer.  The Sellers shall,  together with
the Buyer,  appropriately  and timely prepare and file an IRS Form 8594 (and any
other forms required by Section 338(h)(10)(C) or 1060 of the Code) reporting the
sale and  purchase  made  pursuant to this  Agreement  (and in  accordance  with
relevant  state and local  law).  The  Sellers  shall be jointly  and  severally
responsible for the payment of, and shall jointly and severally indemnify Buyer,
Buyer's Affiliates and the Company against, any Taxes resulting from the Section
338  Election,  including any Taxes under Section 1374 of the Code or comparable
state provision.

                  (b) The Sellers  shall  timely  prepare  all Tax Returns  with
respect to periods  ending on or before the Closing Date in a manner  consistent
with prior years and all applicable  laws and  regulations,  except as otherwise
agreed  to by the  Buyer in  writing.  The  Buyer  shall  cooperate  in all such
respects  as  the  Sellers  may  reasonably   request  in  connection  with  the
preparation of such Tax Returns.  The Sellers  shall,  at least thirty (30) days
prior to the date upon  which  such Tax  Returns  are  required  to be filed (as
applicable to each Tax Return,  the "Filing  Date"),  submit a copy of each such
Tax Return to the Buyer,  and the Sellers  shall first obtain the consent of the
Buyer  prior  to  filing  any  such  Tax  Return,  which  consent  shall  not be
unreasonably  withheld or delayed.  If the Buyer shall reasonably  disagree with
the Sellers on the proper reporting of such Tax Returns,  either (i) the Sellers
will revise such Tax Returns in a manner  acceptable  to the Buyer,  or (ii) the
Buyer  and  the  Sellers  shall  submit  their  disagreement  to the  Resolution
Accountants for resolution,  whose decision shall be conclusive and binding upon
the parties. The fees and expenses of the Resolution  Accountants shall be borne
equally by the Buyer and the Sellers. If any dispute between the Sellers and the
Buyer with  respect to a Tax Return that is submitted to the Buyer for review at
least  thirty (30) days prior to the Filing Date of such Tax Return has not been
resolved  (either by mutual  agreement  of the  Sellers  and the Buyer or by the
determination of the Resolution  Accountants) prior to such Filing Date, and, as
a result,  any  penalties  and/or  interest  are  payable in respect of such Tax
Return,  the Buyer shall, upon demand,  reimburse the Sellers for such penalties
or interest  if the dispute  relating to such Tax Return is resolved in favor of
the Sellers (or if the dispute is resolved  partially  in favor of the  Sellers,
such proportion of such penalties  and/or interest as most closely  approximates
the  proportion  of the dispute that is resolved in favor of the  Sellers).  The
Buyer shall  prepare all Tax Returns with respect to periods  ending on or after
the Closing Date, including any Tax Return with respect to a period beginning on
or before the Closing Date and ending after the Closing Date.



<PAGE>


                                                                            28

                  (c) The  Sellers  hereby  agree,  jointly  and  severally,  to
indemnify the Buyer and its Affiliates (including the Company) against, and hold
them harmless  from,  (i) all liability for Taxes of the Company and the Sellers
attributable  to taxable  years or periods  ending on or before the Closing Date
and, in the case of taxable years or periods  beginning  before and ending after
the Closing Date, the portion of such period ending on and including the Closing
Date (assuming that the Closing Date were the last day of the Company's  taxable
year),  and  (ii) all  liability  for  Taxes  resulting  from  the  Contemplated
Transactions.

                  (d) If the Buyer receives  written  notice of any  assessment,
official inquiry,  examination or  administrative  or judicial  proceeding ("Tax
Audit") that could give rise to an official  determination with respect to Taxes
for which the Sellers are required to indemnify the Buyer and/or its Affiliates,
the Buyer  shall  promptly  so notify the  Sellers in  writing.  If the  Sellers
receive  written  notice of any Tax Audit that  could give rise to any  official
determination  with  respect  to Taxes due or  payable  by the Buyer  and/or its
Affiliates, the Sellers shall promptly so notify the Buyer.

                  (e) Except with  respect to any taxable year that begins on or
before the Closing Date and ends after the Closing Date,  the Sellers shall have
the right,  at the Sellers'  expense,  to control and direct the contest  and/or
settlement of any issue raised in a Tax Audit that could  reasonably be expected
to give rise to an official  determination  with  respect to Taxes for which the
Sellers are required to indemnify  the Buyer  and/or its  Affiliates;  provided,
however,  that the Buyer may, at its own  expense,  participate  in any such Tax
Audit;  and provided  further,  that the Sellers shall not,  without the Buyer's
consent  (which  consent shall not be  unreasonably  withheld),  settle any such
issue or take any  action  that could  give rise to an  increase  in Taxes (or a
decrease in tax  benefits)  in any period for which the Sellers are not required
to indemnify the Buyer and/or its  Affiliates.  The Buyer shall fully  cooperate
with the Sellers,  as the Sellers may reasonably request, in any such Tax Audit.
Any contest  and/or  settlement  of any issue raised in any Tax Audit that could
reasonably  be expected to result in an official  determination  with respect to
Taxes due or payable that relate to a period  beginning on or before the Closing
Date and ending after the Closing  Date shall be conducted  jointly by the Buyer
and the  Sellers and a  settlement  (at the  administrative  level or during the
course of  judicial  proceedings)  may only be entered  into with the consent of
both the Buyer and the Sellers which consent shall not be unreasonably  withheld
or delayed.

                  (f) The Sellers shall be liable for any stock  transfer  Taxes
and other sales, use, conveyance,  stamp, duty, transfer,  reporting and similar
fees and Taxes applicable in connection with the transfer of the Shares.

                  (g) Without the consent of the  Sellers,  neither the Buyer or
the Company shall extend any applicable  statute of  limitations  for any period
ended prior to the Closing Date.

                  (h) The parties acknowledge that the Contemplated Transactions
will result in the  termination  of the  Company's S  corporation  election  for
federal and New York corporate  income tax purposes  effective as of the Closing
Date.  Pursuant to Code  Section  1362,  the Company  will be required to file a
short period tax return as an S corporation for the period from January 1, 2000


<PAGE>


                                                                            29

through the Closing  Date ("S short  year") and will be required to file a short
period tax return as a C corporation  for the period from and including the date
immediately following the Closing Date through the end of its tax year ("C short
year"). In order to apportion the Company's 2000 income and expenses between the
S  short  year  and  the C  short  year,  such  income  and  expenses  shall  be
apportioned,  for tax and  accounting  purposes,  under the closing of the books
method  consistent  with Code  sections  1362(e)(3)  and  1362(e)(6)(D)  and the
Regulations  thereunder.  The Sellers,  the Company and the Buyer shall take all
action  necessary  to make the  election to have the closing of the books method
apply and shall timely file such  elections and reports,  including the election
required  under  Regulation  Section  1.1362-6(a)(5),  as  may  be  required  to
effectuate the use of the closing of the books method.

                  (i) The  representations  and warranties  contained in Section
3.9 will survive  until six (6) months after the  expiration  of any  applicable
statute of limitations  (including  extensions) and the provisions  contained in
this Section 6.5 shall survive indefinitely.

         6.6  Further  Assurances.  Each of the  parties  shall,  promptly  upon
request, execute such documents and instruments,  and take such further actions,
as may be reasonably  required or desirable to carry out the  provisions  hereof
and consummate the Contemplated Transactions.

         6.7 Accounts  and Notes  Receivable.  (a) After the Closing,  the Buyer
shall  cause the  Company to use its  commercially  reasonable  best  efforts to
collect  any  and  all  of  its  uncollected   accounts  and  notes   receivable
("Uncollected Receivables"). The Buyer agrees to consult with Gilbert Kaplan and
Irene Graulich  concerning the procedures to be followed with respect to, and to
permit Irene Graulich to assist with, such collection  efforts and to employ, in
connection with such collection  efforts,  procedures similar to those generally
employed in similar collection situations by Snapple brand beverage distributors
in  the  New  York,  New  Jersey  and  Connecticut  region  (including,  without
limitation,  Millrose Distributors,  Inc. and Mr. Natural);  provided,  however,
that in no event shall the Buyer be obligated to commence any legal  proceedings
in connection with any such collection efforts.  The Buyer further agrees to use
its  commercially  reasonable  best  efforts  to cause the  Company to apply any
amounts  received by the Company with respect to such  Uncollected  Receivables,
first,  against  the oldest  outstanding  accounts  receivable  on the books and
records of the Company from such account debtor;  provided,  however, that if an
account debtor specifically requests, without any inducement from the Company or
the Buyer,  that any amounts received by the Company from such account debtor be
applied other than against the oldest outstanding  accounts receivable from such
account debtor, the Company shall be free to comply with such request.

         6.8  Suspension  of  Operations.  The Sellers agree that they shall not
permit the  Company to  conduct  any  business  or  operations  on January 1, or
January  2,  2000,  nor to take any  action on or as of January 1, or January 2,
2000 (other than the consummation of the Contemplated Transactions),  that would
cause or could  reasonably  be expected to result in any material  change in the
information to be set forth in the Closing Date Financials from that existing as
of December  31,  1999.  Nothing in this  Section  shall,  in the event that the
Closing  Date is extended  beyond  January 2, 2000,  prohibit  the Company  from
conducting  its  operations  in the normal  course of its  business on and after
January 3, 2000 until the Closing Date.


<PAGE>


                                                                            30

                                  ARTICLE VII
                       Closing Deliveries of the Sellers

         The following have been delivered by the Sellers at the Closing:

         7.1 Share  Certificates.  Each Seller has, in  accordance  with Section
1.4,  delivered to the Buyer the stock certificate or certificates  representing
the Shares owned by such Seller.

         7.2  Certificate  of Good  Standing.  The Sellers have delivered to the
Buyer a certificate  of good standing of the Company  certified by the Secretary
of State of the State of New York.

         7.3 Opinion of Counsel to the Sellers.  The Sellers  have  delivered to
the Buyer the opinion of Akin, Gump, Strauss,  Hauer & Feld, L.L.P.,  counsel to
the Sellers,  dated the date of the Closing and  addressed to the Buyer,  in the
form of Exhibit B.

         7.4 Escrow Agreement.  The Sellers have each executed and delivered to
the Buyer a copy of the Escrow Agreement.

         7.5 Releases. Each officer and director of the Company has executed and
delivered to the Company and the Buyer  duplicate  counterparts of a Release and
Waiver Agreement, dated the date of the Closing, in the form of Exhibit C.

         7.6 Resignations. The written resignations, effective as of the Closing
Date, of all of the  directors  and officers of the Company,  and, to the extent
applicable,  the written resignations,  effective as of the Closing Date, of the
Sellers,  respectively, (i) as the trustees of the Benefit Plans of the Company,
respectively,  and (ii) as Employees of the Company,  have been delivered to the
Buyer.

         7.7  FIRPTA  Affidavit.  Each  Seller  has  delivered  to the  Buyer an
affidavit,  sworn to under penalty of perjury, setting forth such Seller's name,
address and Federal tax  identification  number and stating  that such Seller is
not a "foreign person" within the meaning of Section 1445 of the Code.

         7.8 Release from Bank Debt. The Sellers have delivered to the Buyer the
written  acknowledgment of the appropriate  officers of Chase Bank to the effect
that the Company no longer has any liabilities or obligations to Chase Bank (the
"Chase Payoff Letter"),  together with UCC-3 Termination  Statements executed by
appropriate  officers of Chase Bank (the "UCC-3  Termination  Statements") which
evidence the termination of all security interests of Chase Bank in any property
of the Company.




<PAGE>


                                                                            31

                                  ARTICLE VIII
                        Closing Deliveries of the Buyer

         8.1 Purchase Price. The Buyer has paid the Purchase Price in the manner
specified in Section 1.2.

         8.2  Officer's  Certificate.  The Buyer has  delivered to the Sellers a
certificate,  dated as of the Closing Date,  executed by the President or a Vice
President of the Buyer,  certifying that (i) the Board of Directors of the Buyer
has duly adopted resolutions,  copies of which are attached to such certificate,
(A) approving  the terms of this  Agreement and any agreement to be delivered in
accordance  with  this  Agreement  and  authorizing  the   consummation  of  the
Contemplated  Transactions,  and (B)  authorizing  an  officer  of the  Buyer to
execute and deliver this Agreement and all necessary  ancillary  documents;  and
(ii) all of such resolutions are in full force and effect.

         8.3  Certificate  of Good  Standing.  The  Buyer has  delivered  to the
Sellers a certificate of good standing of the Buyer certified by the appropriate
official of the State of Delaware.

         8.4  Escrow Agreement.  The Buyer has executed and delivered to the
Sellers a copy of the Escrow Agreement.

         8.5  Opinion of Counsel to the Buyer.  The Buyer has  delivered  to the
Sellers the opinion of Rubin Baum LLP,  counsel to the Buyer,  dated the date of
Closing and addressed to the Sellers, in the form of Exhibit D.

                                   ARTICLE IX
                                Seller Covenants

         9.1  Seller  Acknowledgments.  Each  Seller  acknowledges  that (i) the
Company is engaged in the  business  of the sale and  distribution  of  beverage
products  (the  "Company  Business");  (ii) the Company  Business  is  conducted
throughout  Nassau  and  Suffolk  Counties  in  the  State  of New  York;  (iii)
his/her/its  relationship  with the Company has given and will  continue to give
him/her/it trade secrets of and confidential information concerning the Company;
(iv) the agreements  and covenants  contained in this Article 9 are essential to
protect  the  business  and  goodwill  of the  Company,  all of the  issued  and
outstanding  Shares of which are being purchased by the Buyer; and (v) the Buyer
would not purchase the Shares but for such agreements and covenants.

                  (a)  Non-Compete.   (i)  Each  of  Irene  Graulich  and  Robin
Kaplan-Goldstein  (each,  an "Active  Seller")  and each of  Gilbert  Kaplan and
Marilyn Kaplan  (together with the Active  Sellers,  the  "Restricted  Sellers")
agrees  that  for a  period  of three  (3)  years  following  the  Closing  (the
"Restricted  Period"),  she or he shall not, in the States of  Connecticut,  New
York,  New Jersey and  Pennsylvania,  directly or  indirectly  (1) engage in the
Company Business for such Restricted Seller's own account;  (2) except as agreed
to in writing by the Buyer,  directly or  indirectly  render any services to any
person engaged in such activities;  or (3) become  interested in any such person
in any capacity, including as a partner, shareholder,  principal, agent, trustee
or  consultant;  provided,  however,  a Restricted  Seller may own,  directly or
indirectly,  solely as an  investment,  securities  of any person  traded on any
national securities exchange or quoted in the NASDAQ system or the


<PAGE>


                                                                            32

over-the-counter  market if such Restricted  Seller is not a controlling  person
of, or a direct or indirect  member of a group which  controls,  such person and
does not, directly or indirectly, own, of record or beneficially, 5 % or more of
any class of securities of such person.  The Buyer  acknowledges and agrees that
nothing in this  paragraph  (a)(i) shall be deemed to impose any  restriction or
limitation on Kurt  Graulich,  the husband of Irene  Graulich.  Each  Restricted
Seller hereby  expressly  waives any right that such Restricted  Seller may have
under applicable law to hereafter engage in the Company Business,  except to the
extent permitted under the terms of this Agreement.

                  (ii) In  consideration  of the covenants of the Active Sellers
set forth in subparagraph  (a)(i) above,  the Buyer agrees to pay to each of the
Active Sellers the sum of  $1,000,000.  Such sum shall be payable in twenty (20)
equal installments,  without interest (such installment payments,  the "Covenant
Payments").  The first Covenant Payment shall be due and payable on July 2, 2000
and the balance of the  Covenant  Payments at  consecutive  six-month  intervals
thereafter.  Each of the Active  Sellers  hereby agrees that in the event of the
breach or violation by either  Active  Seller of her covenants set forth in this
Section 9.1(a), the Buyer shall be entitled (without limiting any other right to
remedy available to it) to terminate the payment of all Covenant Payments.

                  (b) Confidential  Information;  Personal  Relationships.  Each
Seller promises and agrees that, neither during the Restricted Period nor at any
time thereafter,  shall he/she/it disclose to any person (except to the Buyer or
an Affiliate of the Buyer,  or to an Employee or other person  engaged to render
services to the Company in furtherance of the duties and  responsibilities to be
performed by such Employee or engaged person on the Company's behalf),  and that
he/she/it will not use for the benefit of  himself/herself/itself or others, any
Confidential Information or Trade Secrets of the Company obtained by such Seller
while  an  officer,  director,  employee  and/or  stockholder  of  the  Company;
provided,  however,  that this provision shall not preclude the Sellers from use
or  disclosure  of  information  if, but solely to the extent  that,  (i) use or
disclosure of such  information  shall be required by applicable Law or Order of
any Governmental Body (provided prompt written disclosure of such requirement is
delivered  to the Buyer and the Buyer may seek,  if it deems it  appropriate,  a
protective  order);  (ii) use or  disclosure of such  information  is reasonably
required in connection with any Claim against or involving such Seller; or (iii)
such information is readily  ascertainable from public or published  information
or trade  sources  (other than  information  known  generally to the public as a
result of a violation of this Section 9.1(b) by any Restricted Seller).

                  (c)  Property  of the  Company.  Each  Seller  agrees that all
memoranda, notes, lists, records and other documents (and all copies thereof and
extracts  therefrom),  including  such items  stored in  computer  memories,  on
microfiche  or by any  other  means,  made or  compiled  by or on  behalf of the
Company or a Seller, or made available to a Seller, relating to the Company, are
and shall be the property of the Company,  and shall be delivered to the Company
promptly  after the Closing or at any other time  thereafter  promptly  upon the
written  request of the Buyer.  Each  Seller  agrees to deliver to the  Company,
promptly  after the Closing or at any other time  thereafter  promptly  upon the
written  request of the Buyer,  all property  previously  supplied,  paid for or
delivered by the Company including, without limitation,  telephones,  computers,
automobiles, fax machines and any other Company property.  Anything herein to


<PAGE>


                                                                            33

the contrary  notwithstanding,  each Seller shall be entitled to make and retain
copies of such records,  documents and other materials relating to such Sellers'
ownership of Shares that may be reasonably  necessary to the  preparation of any
tax return of such Seller,  provided that all such records,  documents and other
materials shall be held by such Seller in strict  confidence  (other than to the
extent  reasonably  required  to prepare  such tax  returns)  and subject to the
confidentiality obligations set forth in Section 9.1(b) above.

                  (d) Employees of the Company.  Each Seller agrees that, except
as agreed to in writing  by the Buyer and such  Seller,  during  the  Restricted
Period,  such Seller shall not,  directly or  indirectly  on behalf of any other
individual or any  corporation  or other  business  entity,  hire or solicit any
Employee,  or  encourage  or  induce  any such  Employee,  to  leave  his or her
employment with the Company.

         9.2  Rights and  Remedies  Upon  Breach.  If any  Seller  breaches,  or
threatens  to commit a breach of,  any of the  provisions  of  Section  9.1 (the
"Restrictive  Covenants"),  the Buyer and the Company  shall have the  following
rights and remedies,  each of which rights and remedies  shall be independent of
the others and severally  enforceable,  and each of which is in addition to, and
not in lieu of, any other available rights and remedies  available  hereunder or
under Law (including,  without  limitation,  in the event of a breach of Section
9.1(a) by either Active Seller,  ceasing to make further Covenant  Payments and,
if appropriate, the recovery of Covenant Payments already made) or in equity:

                  (a)  Specific  Performance.  The right and  remedy to have the
Restrictive   Covenants   specifically   enforced  by  any  court  of  competent
jurisdiction,  it being  agreed  that any  breach  or  threatened  breach of the
Restrictive  Covenants  would cause  irreparable  injury to the Company and that
money damages would not provide an adequate remedy.

                  (b) Accounting. The right and remedy to require each Seller to
account  for and pay over to the  Company  all  compensation,  profits,  monies,
accruals, increments or other benefits derived or received by such Seller as the
result  of  any  transactions  by  such  Seller  constituting  a  breach  of the
Restrictive Covenants.

         9.3 Severability of Covenants. Each Seller acknowledges and agrees that
as to it the Restrictive  Covenants applicable to such Seller are reasonable and
valid in geographical and temporal scope and in all other respects. If any court
determines  that  any of the  Restrictive  Covenants,  or any part  thereof,  is
invalid or unenforceable as to the Sellers or as to any Seller, the remainder of
the Restrictive  Covenants shall not thereby be affected and shall be given full
effect as to the Sellers or such Seller, without regard to the invalid portions.

         9.4   Blue-Pencilling.   If  any  court  determines  that  any  of  the
Restrictive  Covenants,  or any part thereof, is unenforceable as to the Sellers
or to any Seller because of the duration or geographic  scope of such provision,
such  court  shall  have  the  power to  reduce  the  duration  or scope of such
provision,  as the case may be, as to the  Sellers or such  Seller,  and, in its
reduced form, such provision shall then be enforceable.


<PAGE>


                                                                            34

          9.5 Enforceability in Jurisdictions.  The Buyer and each Seller intend
to and hereby confer jurisdiction to enforce the Restrictive  Covenants upon the
courts of any  jurisdiction  within the  geographical  scope of the  Restrictive
Covenants.  If the  courts  of any one or more of such  jurisdictions  hold  the
Restrictive  Covenants  unenforceable  by reason of the breadth of such scope or
otherwise,  it is  the  intention  of  the  Buyer  and  each  Seller  that  such
determination not bar or in any way affect the Buyer's or the Company's right to
the relief  provided  above in the courts of any other  jurisdiction  within the
geographical  scope  of  the  Restrictive  Covenants,  as  to  breaches  of  the
Restrictive  Covenants in such other respective  jurisdictions,  the Restrictive
Covenants as they relate to each jurisdiction being, for this purpose, severable
into diverse and independent covenants.

                                   ARTICLE X
                   Survival of Representations and Warranties

         10.1  Survival  of  Representations  and  Warranties  of  the  Sellers.
Notwithstanding  any right of the Buyer to investigate  fully the affairs of the
Company and notwithstanding any knowledge of facts determined or determinable by
the Buyer pursuant to such  investigation or right of  investigation,  the Buyer
has the right to rely fully upon the representations,  warranties, covenants and
agreements  of the  Sellers  contained  in this  Agreement  or in any  Documents
delivered  pursuant to this  Agreement.  All such  representations,  warranties,
covenants  and  agreements  shall  survive the  execution  and  delivery of this
Agreement  and the  Closing  hereunder.  Except  for those  representations  and
warranties in Sections 3.4, 3.5, 4.1, 4.2 and 6.2 (all of which  representations
and  warranties  shall survive  without  limitation),  all  representations  and
warranties of the Sellers contained in this Agreement shall terminate and expire
(a) on June 30, 2001, with respect to any General Claim based upon,  arising out
of or otherwise in respect of any fact, circumstance or Claim of which the Buyer
prior to that date  shall not have given  notice to the  Sellers  (containing  a
description  of such General  Claim in  reasonable  detail);  (b) as provided in
Section  6.5(i),  with  respect to any Tax Claim;  (c) three (3) years after the
Closing  Date,  with respect to any Safety and  Environmental  Claim based upon,
arising out of or  otherwise  in respect of any fact,  circumstance  or Claim of
which the Buyer  prior to that date shall not have given  notice to the  Sellers
(containing a  description  of such Claim in  reasonable  detail);  and (d) with
respect to any ERISA Claim based upon, arising out of or otherwise in respect of
any fact,  circumstance or Claim of which the Buyer prior to that date shall not
have given  notice to the Sellers  (containing  a  description  of such Claim in
reasonable detail),  thirty (30) days after the date upon which the liability to
which any such ERISA  Claim may relate is barred by all  applicable  statutes of
limitations.

         10.2  Survival of  Representations  and  Warranties  of the Buyer.  The
representations  and  warranties  of the Buyer shall  survive the  execution and
delivery of this  Agreement  and the Closing  hereunder  (i) with respect to the
representations and warranties in Sections 5.1, 5.2 and 5.6,  indefinitely,  and
(ii) with respect to the  representations  and  warranties in Sections 5.3, 5.4,
5.5 and 5.7, until June 30, 2001.



<PAGE>


                                                                            35

                                   ARTICLE XI
                            General Indemnification

         11.1  Obligation of the Sellers to Indemnify.

                  (a)  Subject to the  limitations  contained  in Article 10 and
Section 11.4, the Sellers jointly and severally  agree to indemnify,  defend and
hold harmless the Buyer,  and its  directors,  officers,  employees,  Affiliates
(including,  without limitation, the Company),  successors and assigns, from and
against all  Claims,  losses,  liabilities,  damages,  deficiencies,  judgments,
assessments,   fines,  settlements,   costs  or  expenses  (including  interest,
penalties and  documented  reasonable  fees and expenses of attorneys,  experts,
personnel and  consultants  incurred by the  indemnified  party in any action or
proceeding  between the indemnifying  party and the indemnified party or between
the indemnified party and any third party, or otherwise)  ("Losses") based upon,
arising out of or otherwise in respect of any inaccuracy in or any breach of any
representation,  warranty, covenant or agreement of the Sellers, or any of them,
contained in this Agreement or in any documents or instruments  delivered by the
Sellers pursuant to this Agreement,  except to the extent  otherwise  covered by
Section 11. 1 (b).

                  (b)  Each  Seller,   severally  and  not  jointly,  agrees  to
indemnify,  defend and hold harmless the Buyer,  and its  directors,  employees,
officers,  Affiliates (including,  without limitation, the Company),  successors
and assigns, from and against all Losses based upon, arising out of or otherwise
in  respect of (i) any  inaccuracy  in or any  breach of any  representation  or
warranty  of such  Seller  contained  in  Article  4; or (ii) any  breach of any
covenant or agreement of such Seller contained in Article 9; provided,  however,
that  notwithstanding  anything in this Section 11.1 to the contrary,  the Buyer
shall have the right to cease making all Covenant  Payments and, if appropriate,
to recover all Covenant  Payments  already  made,  in the event of the breach by
either Active Seller of Section 9.1(a).

         11.2  Obligation  of the  Buyer  to  Indemnify.  The  Buyer  agrees  to
indemnify,  defend and hold harmless (i) the Sellers from and against all Losses
based upon,  arising out of or otherwise in respect of any  inaccuracy in or any
breach of any  representation,  warranty,  covenant  or  agreement  of the Buyer
contained  in this  Agreement  or in any  documents  contemplated  hereby  to be
delivered by the Buyer or any claim asserted  against the Sellers relating to or
arising  from the  ownership  or operation of the Company and its business on or
after the Closing Date, and (ii) Meryll Foods,  Inc. from and against all Losses
based on or arising from any action or omission of the Buyer that  constitutes a
breach or violation  of the terms of the Lease  (except to the extent such claim
arises from or relates to any misrepresentation of a Seller herein or any breach
or violation by a Seller of any  covenant or agreement  contained  herein or any
action by Meryll  Foods,  Inc.),  and (iii) the  Sellers on an  after-Tax  basis
against any  additional  Tax imposed on the Sellers  that is  attributable  to a
difference  in  federal  income tax rates  between  long term  capital  gain and
ordinary  income,  which  additional  tax may result from the  shipment  between
December 27 and 31, 1999 to the Company of up to 75 trailers of Snapple products
being included in the Company's inventory for purposes of the computation of the
Sellers' federal tax liability under Sections 263(a) and 338(h)(10) of the Code.


<PAGE>


                                                                            36

         11.3  Notice and Opportunity to Defend.

                  (a) All claims under this Article 11 by any party  entitled to
indemnification  under this Article 11 (an  "Indemnitee")  shall be asserted and
resolved as follows:  promptly  after receipt by the Indemnitee of notice of any
Claim or  circumstances  which,  with the  lapse of time,  could  reasonably  be
expected  to  give  rise  to  a  Claim  or  the   commencement   (or  threatened
commencement) of a Claim including any action,  proceeding or investigation  (an
"Asserted  Liability")  that may  result in a Loss,  the  Indemnitee  shall give
prompt  notice  thereof  (the  "Claims  Notice")  to the  party  from  whom  the
Indemnitee is seeking  indemnification  under this Article 11 (the "Indemnifying
Party");  provided, however that failure by Indemnitee to promptly give a Claims
Notice shall not affect the Indemnitee's  rights hereunder unless the ability of
the Indemnifying  Party to defend the subject Claim is prejudiced  thereby.  The
Claims Notice shall describe the Asserted  Liability in reasonable  detail,  and
shall indicate the amount  (estimated,  if necessary and to the extent feasible)
of the Loss that has been or may be suffered by the Indemnitee.  Anything herein
to the contrary notwithstanding, if the Indemnifying Party is a Seller or all of
the Sellers, the Claims Notice shall be given to the Sellers' Representative.

                  (b) (i) The  Indemnifying  Party  may elect to  compromise  or
defend,  at its own  expense and by its own  counsel,  any  Asserted  Liability,
except  (A)  any  Asserted  Liability  by  any  supplier,   grantor  of  product
distribution rights,  subdistributor,  area route distributor or customer of the
Company  with  respect to the  business  conducted  by the Company  prior to the
Closing,  which  shall be subject to Section  11.3(b)(ii);  or (B) any  Asserted
Liability  concerning  the  compliance  of the  operations  or properties of the
Company with Safety and  Environmental  Laws,  which shall be subject to Section
11.3(b)(iii).  If the  Indemnifying  Party elects to  compromise  or defend such
Asserted Liability, it shall within thirty (30) calendar days (or sooner, if the
nature of the  Asserted  Liability  so requires)  notify the  Indemnitee  of its
intent to do so, and the Indemnitee  shall  cooperate in all such manners as the
Indemnifying  Party  reasonably  requests,  at the  expense of the  Indemnifying
Party, in the compromise of, or defense against, such Asserted Liability. If the
Indemnifying  Party elects not to compromise  or defend the Asserted  Liability,
fails to notify the  Indemnitee  of its election as herein  provided or contests
its obligation to indemnify  under this  Agreement,  the Indemnitee may (without
limiting the indemnification liability of the Indemnifying Party hereunder) pay,
compromise or defend such Asserted  Liability.  Notwithstanding  the  foregoing,
neither the  Indemnifying  Party nor the Indemnitee may settle or compromise any
Asserted Liability over the objection of the other; provided,  however,  consent
to settlement or compromise  shall not be unreasonably  withheld or delayed.  In
any event, the Indemnitee and the Indemnifying  Party may participate,  at their
own expense,  in the defense of such  Asserted  Liability.  If the  Indemnifying
Party  chooses to defend  any  Asserted  Liability,  the  Indemnitee  shall make
available to the Indemnifying Party any books, records or other documents within
its control that are necessary or appropriate for such defense.

                  (ii)  Notwithstanding  anything  to the  contrary  in  Section
11.3(b)(i),  in the case of any Asserted  Liability by any supplier,  grantor of
product distribution rights, subdistributor,  area route distributor or customer
of the Company with respect to the business conducted by the Company prior


<PAGE>


                                                                            37

to the Closing in  connection  with which the Buyer may make a claim against the
Sellers for  indemnification  pursuant to Section 11.1, the Buyer shall have the
exclusive right at its option to defend any such Asserted Liability,  subject to
the duty of the Buyer to consult with the  Indemnifying  Party and its attorneys
in connection  with such defense and provided  that no such  Asserted  Liability
shall be  compromised  or settled by the Buyer  without the prior consent of the
Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
The  Indemnifying  Party shall have the right to  recommend in good faith to the
Buyer  proposals  to  compromise  or settle  Asserted  Liabilities  brought by a
supplier,  grantor of product  distribution rights,  subdistributor,  area route
distributor  or customer  of the  Company.  All  amounts  required to be paid in
connection with any such Asserted Liability pursuant to the determination of any
Governmental  Body, and all amounts  required to be paid in connection  with any
such compromise or settlement  consented to by the Indemnifying  Party, shall be
borne and paid by the  Indemnifying  Party. The parties agree to cooperate fully
with one another in the defense,  compromise  or settlement of any such Asserted
Liability.

                  (iii)  Notwithstanding  anything  to the  contrary  in Section
11.3(b)(i),  in  the  case  of  any  Asserted  Liability  likely  to  result  in
Environmental  Compliance  Costs in  connection  with which the Buyer may make a
claim  against the Sellers  for  indemnification  pursuant to Section 11. 1, the
Buyer shall have the  exclusive  right at its option to defend any such Asserted
Liability,  subject to the duty of the Buyer to provide  copies of all  relevant
documentation  generated  in  connection  with  the  defense  of  such  Asserted
Liability  to  the  Indemnifying  Party  and  provided  that  the  Environmental
Compliance  Costs  incurred by the Buyer shall be  indemnifiable  by the Sellers
only to the extent that they are Commercially Reasonable Costs.

         11.4 Limitations on Indemnification.  The indemnification  provided for
in Section 11.1 shall be subject to the following limitations:

                  (a) The  Sellers  will  have no  liability  and  shall  not be
obligated to pay any amounts for  indemnification  under  Section  11.1,  except
those based upon,  arising out of or otherwise in respect of Sections  3.4, 3.5,
3.6, 3.9, 3.25, 6.1 and 6.2, the last sentence of Section 3.16(a),  and Articles
4  and  9  (the  "Basket   Exclusions"),   until  the   aggregate   amounts  for
indemnification  under  Section  11.1,  exclusive  of those  based on the Basket
Exclusions,  equals $175,000 (the "Basket Amount"),  whereupon the Sellers shall
be obligated to provide  indemnification  hereunder solely for the amount of the
Sellers'  indemnification  liability  under Section 11.1 in excess of the Basket
Amount.

                  (b) The  Sellers  shall be  obligated  to pay any  amounts for
indemnification  based  on the  Basket  Exclusions  (in  accordance  with  their
liability as set forth in Section  11.1)  without  regard to the  individual  or
aggregate   amounts   thereof   and   without   regard  to  whether   all  other
indemnification  payments  shall have  exceeded,  in the  aggregate,  the Basket
Amount.

                  (c) In no event  shall the  aggregate  amount of the  Sellers'
indemnification obligations hereunder exceed $16,800,000.



<PAGE>


                                                                            38

                  (d)  Except  with  respect  to  Claims  involving  fraud,  the
indemnification afforded by this Agreement will be the sole and exclusive remedy
against any Indemnifying  Party for any Claims of any Indemnified  Party and its
directors,  officers,  and employees with respect to matters arising out of this
Agreement.

                  (e) The  Indemnifying  Party shall not have any liability with
respect to Claims to the extent that the  Indemnifying  Party can establish that
they are  caused  solely by the  Indemnified  Party's  failure  to  provide  the
Indemnifying  Party with  prompt and  continuing  notice as  provided in Section
11.3.

                  (f) The Sellers  shall not be obligated to pay any amounts for
indemnification  under Section 11.1 with regard to any Claims arising out of, or
otherwise  based upon a breach of,  Sections  3.17,  3.18 or 3.22 if the matters
constituting the basis for such Claim are clearly  disclosed on the Closing Date
Financials or are otherwise disclosed to the Buyer and taken into account in the
calculation of working capital or the EBITDA payment pursuant to Section 1.3.

                  (g) The Sellers  shall have no  obligation  to pay any amounts
for  indemnification  under Section 3.13 with respect to any Losses arising from
any violation of Safety and  Environmental  Laws, or otherwise  arising from any
event or  circumstance  referred  to in Section  3.13(g),  unless (1) any of the
Sellers  have  knowledge  of such  violation,  event or  circumstance,  (2) such
violation,  event  or  circumstance  arose  from  any  act  or  omission  of  or
attributable  to the  Company  or any of its  Affiliates,  any  past or  current
Employee of the Company or any of its Affiliates,  or any other person acting on
behalf of, or in the service or upon the direction of, the Company or any of its
Affiliates, or any other person for whom the Company may be held responsible, or
(3) such Losses  constitute  Environmental  Compliance  Costs  arising out of or
relating to, or incurred as the result of, or Losses  otherwise  resulting from,
any  Remedial  Action  performed , or required to be  performed,  pursuant or in
response  to  (i)  any  Environmental  Claim  of any  federal,  state  or  local
governmental agency or other authority, or (ii) any Claim, Order or other ruling
or determination  of any federal,  state or local  governmental  agency or other
authority,  or (iii) any notice to the Company,  written or oral, from any third
party of any event or  circumstances  constituting  a breach or violation of any
Safety and  Environmental  Laws for which the Company,  or any  Affiliate of the
Company,  could reasonably be expected to be legally  responsible in whole or in
part.

         11.5 Insurance.  To the extent that a party entitled to indemnification
hereunder  is at any time  paid by an  insurance  company  for any  Losses  with
respect to which payment was previously received by or remains due to such party
from an  Indemnifying  Party  hereunder,  the  Indemnified  Party will  promptly
reimburse such Indemnifying  Party from such insurance  proceeds in an amount up
to the amount of the prior payment received from such Indemnifying  Party by the
Indemnified  Party, or if there is an amount remaining due, provide a credit for
such amount.

                                  ARTICLE XII
                            [INTENTIONALLY OMITTED]



<PAGE>


                                                                            39

                                  ARTICLE XIII
                                 Miscellaneous

         13.1  Certain Definitions.

                  (a) As used in this  Agreement,  the following  terms have the
following meanings:

                  "Affiliate"  means,  with  respect  to any  person,  any other
person controlling,  controlled by or under common control with, or the parents,
spouse, lineal descendants or beneficiaries of, such person.

                  "business  day" means any date upon which banks in the City of
New York are not authorized or required to be closed.

                  "Benefit Plan" means any employee  benefit plan,  arrangement,
policy or commitment  (whether or not formal or in writing and whether or not an
employee  benefit plan within the meaning of section  3(3) of ERISA),  including
any  employment,   consulting  or  deferred  compensation  agreement,  executive
compensation,  bonus, incentive, pension,  profit-sharing,  savings, retirement,
stock option, stock purchase or severance pay plan, any life, health, disability
or accident insurance plan or any holiday or vacation practice,  as to which the
Company or any  Commonly  Controlled  Entity has or in the future could have any
direct or indirect, actual or contingent liability.

                  "COBRA" means the  provisions of Code section 4980B and Part 6
of Subtitle B of Title I of ERISA.

                  "Commercially  Reasonable Costs" means the costs, payments and
expenses which a prudent person, acting in a commercially  reasonable manner and
seeking  to  minimize  or  mitigate  his  expenses  to  the  extent   reasonably
practicable,  would  expend to resolve the matter;  provide , however,  that any
payments  or  expenses  expended  pursuant  to an Order,  a written  demand  for
remedial  or  compliance   action  or  a  written  demand  for  payment  by  any
Governmental Body shall be deemed to be Commercially Reasonable Costs.

                  "Commonly  Controlled  Entity" means any entity which is under
common control with the Company within the meaning of Code section 414(b),  (c),
(m), (o) or (t).

                  "Confidential  Information"  means any information  concerning
the  business or affairs of the Company  other than Trade  Secrets  that are not
generally  available to the public (or became generally  available to the public
as the result of any violation of Section 9.1(b) hereof).

                  "Copyrights"  means any  foreign  or United  States  copyright
registrations and applications for registration  thereof, and any non-registered
copyrights.

                  "DOL" means the United States Department of Labor.


<PAGE>


                                                                            40

                  "Employee"  means  any  individual  employed  by  the  Company
presently  and,  where  indicated,  in the past,  except  that,  for purposes of
Section 3.25 hereof,  the term  "Employee"  shall  include any current or former
employee, officer, independent contractor, agent or consultant of the Company.

                  "Environment" means navigable waters, waters of the contiguous
zone, ocean waters,  natural resources,  surface waters,  ground water, drinking
water supply,  land  surface,  subsurface  strata,  ambient air, both inside and
outside of buildings and  structures,  man-made  buildings and  structures,  and
plant and animal life on earth.

                  "Environmental Claims" means any notification,  whether direct
or  indirect,  formal or  informal,  written  or oral,  pursuant  to Safety  and
Environmental Laws or principles of common law relating to pollution, protection
of the Environment or public health and safety,  that any of the current or past
operations of the Company,  or any  by-product  thereof,  or any of the property
currently  or  formerly  owned,  leased  or  operated  by  the  Company,  or the
operations or property of any predecessor of the Company is or may be implicated
in or subject to any Claim, Order, hearing,  notice,  agreement or evaluation by
any Governmental Body or any other person.

                  "Environmental  Compliance  Costs"  means any  documented  and
reasonable   expenditures,   costs,   assessments  or  expenses  (including  any
documented  and  reasonable  expenditures,  costs,  assessments  or  expenses in
connection  with the conduct of any Remedial  Action,  as well as documented and
reasonable fees, disbursements and expenses of attorneys, experts, personnel and
consultants),  whether  direct or indirect,  necessary to cause the  operations,
real property,  assets,  equipment or facilities owned, leased, operated or used
by the Company to be in compliance with any and all  requirements,  as in effect
at the Closing Date, of Safety and Environmental Laws,  principles of common law
concerning  pollution,  protection of the  Environment or health and safety,  or
Permits issued  pursuant to Safety and  Environmental  Laws;  provide , however,
that  Environmental  Compliance  Costs  do  not  include  expenditures,   costs,
assessments or expenses  necessary in connection with normal maintenance of such
real property,  assets,  equipment or facilities or the replacement of equipment
in the normal course of events due to ordinary wear and tear.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

                  "ERISA  Claim"  means any claim based upon,  arising out of or
otherwise in respect of any  inaccuracy  in or any breach of  representation  or
warranty of the Sellers contained in Section 3.25.

                  "General  Claim"  means any claim  (other than a Tax Claim,  a
Safety and Environmental  Claim or an ERISA Claim) based upon, arising out of or
otherwise in respect of any inaccuracy in or any breach of any representation or
warranty of the Sellers, or any of them, contained in this Agreement.



<PAGE>


                                                                            41

                  "Hazardous  Substance"  means  any  toxic  waste,   pollutant,
contaminant,   hazardous   substance,   toxic  substance   (including,   without
limitation,  asbestos),  hazardous waste, special waste, industrial substance or
waste, petroleum or petroleum-derived  substance or waste, radioactive substance
or waste,  or any  constituent  of any such  substance  or  waste,  or any other
substance regulated under or defined by any Safety and Environmental Law.

                  "IRS" means the Internal Revenue Service.

                  "Lease"  means that certain Lease  Agreement,  dated August 2,
1995,  between Mary Adamowicz,  as Landlord,  and Meryll Foods, Inc., as tenant,
covering  premises known as 120-180 Adams Boulevard,  Farmingdale,  New York, as
heretofore modified, amended and/or extended.

                  "Lien"  means  any  lien,  pledge,  mortgage,  deed of  trust,
security  interest,  claim,  lease,  license,  charge,  option,  right  of first
refusal,  easement,   servitude,   transfer  restriction  (other  than  transfer
restrictions under Federal or State securities laws applicable to non-registered
securities),  encumbrance or any other restriction or limitation whatsoever (but
shall not be understood to include any restriction,  or limitation of, any right
or other asset of the Company that inherently defines the scope or permitted use
of such asset including, without limitation, any lease, license or similar right
disclosed  hereunder  to use any  assets  which  are not  owned  by the  Company
outright.)

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "Pension  Plan" means any Benefit Plan which is a pension plan
within the  meaning of ERISA  section  3(2)  (regardless  of whether the plan is
covered by ERISA).

                  "person"  means  any  individual,  corporation,   partnership,
limited  liability  company,  firm,  joint  venture,  association,   joint-stock
company, trust, unincorporated organization, Governmental Body or other entity.

                  "property" or "properties" means real, personal or mixed
property, tangible or intangible.

                  "Release"  means  any  release,   spill,  emission,   leaking,
pumping,  injection,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration into or through the indoor or outdoor  Environment or into, through or
out of any property,  including the movement of Hazardous  Substances through or
in the air, soil, surface water, ground water or property.

                  "Remedial  Action"  means all  actions,  whether  voluntary or
involuntary,  reasonably  necessary to comply with, or discharge any  obligation
under, Safety and Environmental Laws to (i) clean up, remove, treat, cover or in
any other way adjust Hazardous  Substances in the indoor or outdoor Environment;
(ii) prevent or control the Release of Hazardous  Substances so that they do not
migrate or endanger or  threaten  to  endanger  public  health or welfare or the
Environment; or (iii) perform remedial studies, investigations,  restoration and
post-remedial  studies,  investigations  and monitoring on, about or in any real
property.


<PAGE>


                                                                            42

                  "Retiree  Welfare  Plan" means any Welfare Plan that  provides
benefits  to  current  or former  Employees  beyond  their  retirement  or other
termination of service (other than coverage mandated by COBRA, the cost of which
is fully paid by the current or former Employee or his or her dependents).

                  "Safety and Environmental Claim" means any claim based upon,
arising out of or otherwise in respect of any inaccuracy in or any breach of any
representation or warranty of the Sellers  contained  in this  Agreement
related to Safety and Environmental Laws.

                  "Safety and Environmental Laws" means all Laws and Orders
relating to pollution, protection of the Environment, public or worker health
and safety, or the emission, discharge, release or threatened release of
Hazardous Substances into the Environment or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Substances including the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9601 et
seq., the Resource Conservation and Recovery Act, 42 U.S. C. ss. 6901 et seq.,
the Toxic Substances Control Act, 15 U.S.C. ss. 2601 et seq., the Federal Water
Pollution Control Act, 33 U.S.C. ss. 1251 et seq., the Clean Air Act, 42 U.S.C.
ss. 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act,
7 U.S.C. ss. 121 et seq., the Occupational Safety and Health Act, 29 U.S.C. ss.
651 et seq., the Asbestos Hazard Emergency Response Act, 15 U. S. C. ss. 2601
et seq., the Safe Drinking Water Act, 42 U. S. C. ss. 300f et seq., the Oil
Pollution Act of 1990, 33 U.S.C. ss. 2701 et seq., and analogous state acts.

                  "Tax  Claim"  means any claim  based  upon,  arising out of or
otherwise in respect of any  inaccuracy in or any breach of any  representation,
warranty  or  covenant of the Sellers  contained  in this  Agreement  related to
Taxes.

                  "Title   Defects"  means  any  Lien,   restrictive   covenant,
encroachment or other survey defect.

                  "Trade  Secrets"  means any trade secrets,  research  records,
processes,  procedures,  manufacturing formulae, technical know-how, technology,
blue prints,  designs, plans, inventions (whether patentable and whether reduced
to practice), invention disclosures and improvements thereto.

                  "Trademarks" means any trademarks, service marks, trade dress,
trade names, brand names, designs and logos, corporate names, product or service
identifiers,  whether  registered or  unregistered,  and all  registrations  and
applications for registration thereof.

                  "Union" means Highway and Local Motor Freight Drivers,
Dockmen and Helpers, Local Union 707, affiliated with the International
Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America.

                  "Welfare  Plan" means any Benefit Plan which is a welfare plan
within the  meaning of ERISA  section  3(l)  (regardless  of whether the plan is
covered by ERISA).


<PAGE>


                                                                            43

                   (b)  The  following  capitalized  terms  are  defined  in the
following Sections of this Agreement:

                         Term                                Section
                         ----                                -------
                      Active Seller                          9.1(a)
                      Agent                                  13.2
                      Annual Financial Statements            3.7
                      Asserted Liability                     11.3(a)
                      Reviewed Financials                    3.7
                      Balance Sheet                          3.7
                      Balance Sheet Date                     3.7
                      Basket Amount                          11.4(a)
                      Basket Exclusions                      11.4(a)
                      Broker                                 6.2
                      Buyer                                  Preamble
                      Buyer Calculation Objection            1.3(a)
                      C Short Year                           6.5(h)
                      Chase Bank                             3.30(d)
                      Chase Payoff Letter                    6.4
                      Claims                                 3.14
                      Claims Notice                          11.3(a)
                      Closing                                1.1
                      Closing Date                           2
                      Closing Date Financials                1.3(a)
                      Closing Statement of Working Capital   1.3(a)
                      Code                                   3.9(c)
                      Common Stock                           3.4
                      Company                                Preamble
                      Company Business                       9.1
                      Company Products                       3.14
                      Condition of the Company               3.3
                      Contemplated Transactions              1.5
                      Contracts                              3.12(c)
                      Covenant Payments                      9.1(a)
                      EBITDA                                 1.3(c)
                      EBITDA Deficiency                      1.3(c)
                      EBITDA Payment Calculation             1.3(a)
                      Escrow Accounts                        1.2(b)
                      Escrow Agent                           1.2(b)
                      Escrow Agreement                       1.2(b)
                      Financials                             3.7
                      GAAP                                   1.3(a)
                      Governmental Bodies                    3.10


<PAGE>


                                                                            44

                      Indemnification Claim                  3.31(a)
                      Indemnifying Party                     11.3(a)
                      Indemnitee                             11.3(a)
                      Intellectual Property                  3.20
                      Interim Financial Statements           3.7
                      Laws                                   3.10
                      Leased Real Property                   3.16(b)
                      Liabilities                            3.23
                      Losses                                 11. 1 (a)
                      NY&W                                   1.3(a)
                      Orders                                 3.10
                      Payment Calculations                   1.3(a)
                      Permits                                3.11
                      Purchase Price                         1.1
                      Real Property                          3.16(b)
                      Real Property Leases                   3.16(a)
                      Resolution Accountants                 1.3(a)
                      Restricted Period                      9.1(a)
                      Restricted Seller                      9.1(a)
                      Restrictive Covenants                  9.2
                      Route Distribution Agreements          3.15 (a)
                      S Short Year                           6.5(h)
                      Scheduled Consents                     3.12
                      Section 338 Election                   6.5(a)
                      Sellers                                Preamble
                      Sellers/Company Information            12.3
                      Sellers' Representative                1.5
                      Shares                                 Preamble
                      Tangible Property                      3.19
                      Tax Audit                              6.5(d)
                      Tax Returns                            3.9(a)
                      Taxes                                  3.9(a)
                      UCC-3 Termination Statements           6.4
                      Uncollected Receivables                6.7
                      Warn Act                               3.25(r)
                      Working Capital Payment Calculation    1.3(a)
                      Year 2000 Compliant                    3.29

         13.2  Consent to  Jurisdiction  and Service of Process;  Waiver of Jury
Trial.  (a) Any Claim arising out of or relating to this  Agreement,  the Escrow
Agreement or the  Contemplated  Transactions  may be  instituted  in any Federal
court of the Southern  District of New York or the Supreme Court of the State of
New York,  New York  County,  and each party  agrees  not to  assert,  by way of
motion,  as a defense or otherwise,  in any such Claim, any claim that it is not
subject personally to the jurisdiction of such court, that the Claim is brought


<PAGE>


                                                                            45

in an inconvenient  forum,  that the venue of the Claim is improper or that this
Agreement,  the Escrow Agreement or the subject matter hereof or thereof may not
be enforced in or by such court. Each party further  irrevocably  submits to the
jurisdiction  of such court in any such Claim.  Each Seller hereby  appoints the
Sellers'  Representative (the "Agent"), at the address of the Sellers' Agent set
forth in Section 13.3 (or at such other address as the Sellers'  Representative,
or a  successor  Sellers'  Representative,  may  hereafter  furnish  to Buyer in
writing),  as such Seller's  authorized  agent to accept and acknowledge on such
Sellers'  behalf  service of any and all process  that may be served in any such
Claim.  Any and all  service of process  and any other  notice in respect of any
such  Claim  shall be  effective  against  any party if given  personally  or by
registered or certified mail, return receipt requested, or by any other means of
mail that requires a signed receipt,  postage prepaid, mailed to the appropriate
party as  hereinbelow in Section 13.3  provided,  or by personal  service on the
appropriate  party  with a copy of such  process  mailed to such  party by first
class mail or registered or certified mail,  return receipt  requested,  postage
prepaid.  Nothing  herein  contained  shall be deemed to affect the right of any
party to serve  process  in any manner  permitted  by law or to  commence  legal
proceedings  or  otherwise   proceed  against  any  other  party  in  any  other
jurisdiction.

                  (b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF
THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER
AS PLAINTIFF,  DEFENDANT OR OTHERWISE),  ANY RIGHT TO TRIAL BY JURY IN ANY FORUM
IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF
OR BASED UPON THIS  AGREEMENT,  ANY  RELATED  AGREEMENT  OR THE  SUBJECT  MATTER
HEREOF,  IN EACH CASE WHETHER NOW  EXISTING OR  HEREAFTER  ARISING OR WHETHER IN
CONTRACT, IN TORT OR OTHERWISE.

         13.3 Notices.  Any notice or other communication  required or permitted
hereunder  shall be in  writing  and  shall  be  delivered  personally,  sent by
electronically confirmed facsimile transmission or sent by certified, registered
or express mail, postage prepaid and return receipt  requested.  Any such notice
shall be deemed given when so  delivered  personally,  or the next  business day
after being sent by electronically confirmed facsimile transmission, on the next
business day after being sent via an established  overnight courier for priority
delivery,  or, if mailed,  five (5) days after the date of deposit in the United
States mails, as follows:


                  (i)  if to the Buyer, to:
                  SNAPPLE BEVERAGE CORP.
                  709 Westchester Ave.
                  White Plains, NY 10604
                  Attention: Gary G. Lyons, Esq.
                  Telephone:  (914) 397-9295
                  Facsimile:  (914) 397-9368



<PAGE>


                                                                            46

                  with a copy to (which shall not by itself constitute notice):

                  TRIARC COMPANIES, INC.
                  280 Park Avenue
                  New York, NY 10017
                  Attention: Brian L. Schorr, Esq.
                  Telephone:  (212) 451-3045
                  Facsimile:  (212) 451-3216

                  (ii) if to the Sellers or to the Sellers' Representative, to:

                   Marilyn Kaplan
                   15 Meryll Place
                   Plainview, New York  11803

                   with a copy to (which shall not by itself constitute notice):

                   AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
                   590 Madison Avenue
                   New York, New York 10022
                   Attention: Daniel R. Kaplan, Esq.
                   Telephone:  (212) 872-1000
                   Facsimile:  (212) 872-1002

Any party may by  notice  given in  accordance  with this  Section  to the other
parties  designate  another  address or person for receipt of notices  hereunder
(subject to Section 1.5 hereof).

         13.4 Entire Agreement.  This Agreement,  the Escrow Agreement,  and any
other  collateral  agreements  executed in connection with the consummation of
the Contemplated  Transactions  contain the entire agreement among the parties
with respect to the purchase of the Shares and supersede all prior agreements,
written or oral, with respect thereto.

         13.5 Waivers and Amendments;  Non-Contractual Remedies; Preservation of
Remedies.  This  Agreement may be amended,  superseded,  canceled,  renewed or
extended,  and the terms  hereof may be waived,  only by a written  instrument
signed  by the  Buyer  and the  Sellers'  Representative  or, in the case of a
waiver,  by the Buyer or the  Sellers'  Representative,  whichever  is waiving
compliance.  No delay on the part of any party in exercising any right,  power
or privilege hereunder shall operate as a waiver thereof, nor shall any waiver
on the part of any party of any such right, power or privilege, nor any single
or partial  exercise  of any such  right,  power or  privilege,  preclude  any
further  exercise  thereof or the  exercise of any other such right,  power or
privilege.  Except as  otherwise  expressly  provided  herein,  the rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies that any party may otherwise have at law or in equity. The rights and
remedies of any party based upon,  arising out of or  otherwise  in respect of
any inaccuracy in or breach of any representation, warranty, covenant or


<PAGE>


                                                                            47

agreement  contained in this  Agreement or any Documents  delivered  pursuant to
this  Agreement  shall in no way be limited by the fact that the act,  omission,
occurrence  or other state of facts upon which any claim of any such  inaccuracy
or breach is based may also be the subject  matter of any other  representation,
warranty,  covenant or agreement  contained in this  Agreement or any  Documents
delivered  pursuant to this  Agreement  (or in any other  agreement  between the
parties) as to which there is no inaccuracy or breach.

         13.6 Governing  Law. This Agreement  shall be governed and construed in
accordance  with the laws of the State of New York  applicable  to  agreements
made and to be performed entirely within such State.

         13.7 Binding Effect;  Assignment.  This Agreement shall be binding upon
and inure to the benefit of the parties and their  respective  successors  and
legal representatives. This Agreement is not assignable except by operation of
law,  except  that the Buyer may  assign its  rights  hereunder  to any of its
affiliates or to any successor to all or substantially  all of its business or
assets.

         13.8  Usage.  All  pronouns  and any  variations  thereof  refer to the
masculine, feminine or neuter, singular or plural, as the context may require.
All terms  defined in this  Agreement  in their  singular or plural forms have
correlative  meanings  when used  herein in their  plural or  singular  forms,
respectively.  Unless  otherwise  expressly  provided,  the  words  "include,"
"includes" and "including" do not limit the preceding words or terms and shall
be deemed to be followed by the words "without limitation."

         13.9 Counterparts. This Agreement may be executed by the parties hereto
in separate  counterparts,  each of which when so executed and delivered shall
be an original,  but all such counterparts  shall together  constitute one and
the same instrument. Each counterpart may consist of a number of copies hereof
each  signed by less  than  all,  but  together  signed by all of the  parties
hereto.

         13.10  Exhibits  and  Schedules;  Cross  References.  The  Exhibits and
Schedules  are a part of this  Agreement  as if fully set forth herein and all
references  to this  Agreement  shall be deemed to include  the  Exhibits  and
Schedules. All references herein to Sections,  Exhibits and Schedules shall be
deemed  references to such parts of this  Agreement,  unless the context shall
otherwise  require.  Disclosure  of any  fact or item in any  Schedule  hereto
referenced  by a  particular  Section  in this  Agreement  shall not be deemed
disclosed  with  respect to any other  Section or Schedule  unless an explicit
cross-reference  appears  indicating  the other Sections or Schedules to which
such fact or item also relates.

         13.11 Headings.  The headings in this Agreement are for reference only,
and shall not affect the interpretation of this Agreement.

         13.12    Interpretation.  The parties acknowledge and agree that:
(i) each party and its counsel


<PAGE>


                                                                            48

reviewed and  negotiated  the terms and  provisions  of this  Agreement and have
contributed to its revision;  (ii) the rule of  construction  to the effect that
any ambiguities are resolved against the drafting party shall not be employed in
the interpretation of this Agreement; and (iii) the terms and provisions of this
Agreement  shall be construed  fairly as to all parties  hereto,  regardless  of
which party was generally responsible for the preparation of this Agreement.

         13.13  Severability of Provisions.

                  (a) If any  provision or any portion of any  provision of this
Agreement  shall be held invalid or  unenforceable,  the remaining  portion of
such  provision and the remaining  provisions of this  Agreement  shall not be
affected thereby.

                  (b) If the  application of any provision or any portion of any
provision  of this  Agreement  to any  person  or  circumstance  shall be held
invalid or unenforceable, the application of such provision or portion of such
provision to persons or circumstances  other than those as to which it is held
invalid or unenforceable shall not be affected thereby.

         13.14  No  Other  Representations.  It is the  explicit  intention  and
understanding  of each party  hereto  that (i)  neither  the  Sellers  nor the
Company are making any  representations or warranties  whatsoever,  express or
implied, except for those representations and warranties contained in Articles
III and IV  hereof,  and  (ii) the  Buyer  is  making  no  representations  or
warranties  whatsoever,  express or implied,  except for those representations
and warranties contained in Article V hereof.

         13.15 No Third Party Rights.  This  Agreement and all of its provisions
and conditions  are for the sole and exclusive  benefit of the parties to this
Agreement  and their  successors  and assigns.  Except as may be expressly set
forth  herein,  none of the terms hereof shall be for the benefit of any third
party.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date first above written.

                                     BUYER:

                                     SNAPPLE BEVERAGE CORP.


                                     By:   GARY G. LYONS
                                           ----------------------------
                                           Name:     Gary G. Lyons
                                           Title:    Senior Vice President

                      [SIGNATURES CONTINUED ON NEXT PAGE]


<PAGE>


                                                                            49

                                       SELLERS:


                                       By:    GILBERT KAPLAN
                                              -------------------------
                                              Name: Gilbert Kaplan


                                       By:    MARILYN KAPLAN
                                              -------------------------
                                              Name: Marilyn Kaplan


                                       By:    ROBIN KAPLAN-GOLDSTEIN
                                              -------------------------
                                              Name: Robin Kaplan-Goldstein


                                       By:    IRENE GRAULICH
                                              -------------------------
                                              Name: Irene Graulich


                                       GILBERT KAPLAN 12/30/93 TRUST


                                       By:    MARILYN KAPLAN
                                              -------------------------
                                              Marilyn Kaplan, Trustee


                                       GILBERT KAPLAN 12/31/93 TRUST


                                       By:    MARILYN KAPLAN
                                              -------------------------
                                              Marilyn Kaplan, Trustee


<PAGE>


                                                                             50

                     LIST OF OMITTED EXHIBITS AND SCHEDULES

EXHIBITS
    Exhibit A:                Escrow Agreement
    Exhibit B:                Opinion of Counsel to Sellers
    Exhibit C:                Company Officer and Director Releases
    Exhibit D:                Opinion of Counsel to Buyer

SCHEDULES
    Schedule 1.3 - Form of Closing  Statement of Working Capital
    Schedule 1.3(a) - Candidates for Resolution  Accountants
    Schedule  1.3(c) - Methodology for EBITDA  Calculation
    Schedule 3.3 - Jurisdictions of Qualification
    Schedule 3.11  -  Permits
    Schedule  3.12  -  Obtained   Consents
    Schedule  3.13  -  Environmental Matters
                       Environmental Permits
                       Environmental Notices
    Schedule 3.14  -   Claims
    Schedule 3.15  -   Contracts
    Schedule 3.16  -   Real Property Leases
    Schedule 3.17  -   Inventory
    Schedule 3.18  -   Receivables
    Schedule 3.19  -   Tangible Property
    Schedule 3.20  -   Intellectual Property
    Schedule 3.21  -   Liens
    Schedule 3.22  -   Accounts Payable
    Schedule 3.23  -   Liabilities
    Schedule 3.24  -   Suppliers and Customers
    Schedule 3.25(a)   -   Benefit Plans
    Schedule 3.25(e)   -   Unfunded Obligations
    Schedule 3.25(f)   -   Fair Market Value of Plan Assets
    Schedule 3.25(g)   -   Benefit Plan Terminations
    Schedule 3.25(o)   -   Reserves, Assets, etc.
    Schedule 3.25(q)   -   Result of Transaction Consummation
    Schedule 3.25(s)   -   Workmen's Compensation and Disability Benefits
    Schedule 3.26  -   Employees
    Schedule 3.27  -   Insurance Policies
    Schedule 3.28  -   Officers, Directors and Employees
    Schedule 3.30  -   Operations
    Schedule 3.31  -   Conflicts of Interest
    Schedule 4.1   -   Shareholders and Share Holdings
    Schedule 4.3   -   Seller Consents
    Schedule 5.3   -   Buyer Consents
    Schedule 5.5   -   Claims Against Buyer

The Registrant  hereby agrees to furnish  supplementally a copy of any omitted
exhibit  or  schedule  to the  Securities  and  Exchange  Commission  upon its
request.


<PAGE>