EXHIBIT 10.1

                         AGREEMENT OF ASSET ACQUISITION

      This  Agreement of Asset  Acquisition  (the  "Agreement")  dated April 30,
2001, by and between Highland  Acquisition  Corporation,  a Delaware corporation
with its  principal  offices  located at 555 West  Street,  New York,  NY 10014,
("Buyer") and Maggio Beef Corporation, a New York corporation with its principal
offices located at 555 West Street, New York, NY 10014 ("Seller").

                                    RECITALS

      WHEREAS,  Buyer desires to acquire certain of the assets of Seller, all as
more particularly set forth herein (the "Acquisition"); and

      WHEREAS,   the  Acquisition  shall  be  consummated  pursuant  to  and  in
accordance with the terms and conditions set forth in this Agreement.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
set forth herein, the parties agree as follows:

                                   SECTION 1.

              TRANSFER AND ACQUISITION OF CERTAIN ASSETS OF SELLER.

      1.1  Acquisition  of Assets.  Subject to the terms and  conditions of this
Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer,
and  Buyer  agrees to accept  the  transfer  all of  Seller's  right,  title and
interest in its assets,  real,  personal  and mixed,  tangible  and  intangible,
employed in the M.B.C.  division of Seller (the "Business")  including,  without
limitation,  the assets listed on Schedule 1.1 attached hereto but excluding the
items listed in Section 1.2 below (collectively, the "Transferred Assets").

Seller shall convey good and marketable title to the Transferred  Assets and all
parts thereof to Buyer free and clear of all liabilities,  claims,  assessments,
security interests,  liens,  restrictions and encumbrances,  except as expressly
provided herein to the contrary.

      1.2 Excluded  Assets.  The Transferred  Assets shall not include and Buyer
shall not acquire from Seller the following items ("Excluded Assets"):

      1.3 Assumed Liabilities.  Buyer shall assume only those liabilities listed
or described on Schedule 1.3 (the "Assumed Liabilities").

      1.4 Excluded Liabilities.  Except for the Assumed Liabilities, Buyer shall
not be obligated to pay or assume,  and none of the Transferred  Assets shall be
or become liable for or subject to, any liability of Seller, including,  without
limitation, the following, whether fixed or contingent,  recorded or unrecorded,
known or unknown (collectively,  the "Excluded Liabilities"): (I) long, or short
term  indebtedness,  liabilities and other  obligations or guarantees of Seller;
(ii) federal,  state or local tax  liabilities or liabilities of Seller relating
to the  operations  of  Seller  for the  period  prior  to the  Closing  Date or
resulting  from  the  consummation  of  the  transactions  contemplated  herein,
including, without limitation, any income or acquisitions, tax,


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any franchise tax, and any other such tax; (iii) obligation or liability for any
and all claims by or on behalf of any  employee  of Seller  relating  to periods
prior to  Closing;  (iv) any  liability,  obligation,  interest,  sanctions,  or
penalties  arising out of or in connection with any claim or violation under the
Employee  Retirement  Income  Security  Act of  1974,  as  amended,  and (v) any
liability or obligation arising out of or in connection with any act or omission
relating  to the  ownership  or  operations  of the  Business  by  Seller or the
Transferred Assets which occurred prior to Closing,  including,  but not limited
to any  breach  by  Seller  at any time of any  contract  or  commitment,  trade
payables relating to Transferred Assets or otherwise.

      1.5   Transfer Price.

      (a)   The transfer  price  payable by Buyer to Seller for the  Transferred
            Assets  ("Transfer  Price"),   shall  be  the  sum  of  One  Million
            ($1,000,000) Dollars payable as follows:

            (i) $100,000 in cash at the closing,  (ii) $900,000 by delivery of a
            Note in that amount bearing interest at 8% per annum. The Note shall
            be due two years after the closing with a mandatory  prepayment  due
            ten days after the  closing of an equity  offering  producing  gross
            proceeds of at least $3,000,000.

      1.6 Instruments of Conveyance and Transfer.  At the Closing,  Seller shall
deliver to Buyer such bills of acquisition, endorsements, assignments, and other
good  and  sufficient  instruments  of  transfer,   conveyance,  and  assignment
satisfactory  to Buyer  and its  counsel  as shall be  effective  to vest in and
warrant to Buyer good and marketable title to the Transferred  Assets,  free and
clear of all mortgages,  security agreements,  pledges,  charges, claims, liens,
and encumbrances. Simultaneously with such delivery, Seller shall take all steps
as may be required to put Buyer in actual  possession  and operating  control of
the  Transferred  Assets and the Business.  Seller shall obtain  assignments  to
Buyer of the Leaseholds.

      1.7. Further Assurances. Seller' shall from time to time at the request of
Buyer and without further consideration, execute and deliver such instruments of
transfer,  conveyance, and assignment in addition to those delivered pursuant to
ss.1.6  and take  such  other  action as Buyer may  reasonably  request  to more
effectively  transfer,  convey and assign to and vest in Buyer, and to put Buyer
in possession  of, all or any portion of the  Transferred  Assets.  In the event
that any consent is required to transfer  any  contracts  to be assumed by Buyer
has not been  received by the  Closing,  and Buyer  waives such  nonreceipt  and
proceeds to Closing,  Seller shall be obligated without further consideration to
use its best efforts to secure for the Buyer the benefits of such contracts.

                                   SECTION 2.
                                     CLOSING

      2.1 Time and Place. Subject to the terms and conditions of this Agreement,
the closing (the  "Closing")  shall take place at 10:00 am. on May __, 2001,  at
the officers of Jack H.  Halperin,  Esq.,  317 Madison  Avenue,  Suite 1421, New
York,  NY 10017 or at such other  time,  date,  and/or  place as the parties may
mutually  agree or such  later  date as shall be  deemed  to be at least 10 days
following compliance with Article 6 of the New York Uniform Commercial Code. The
date on which the Closing occurs is referred to as the "Closing Date."


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      2.2 Actions of Seller at closing.  At Closing and unless  otherwise waived
in writing by Buyer, Seller shall deliver to Buyer the following:

      (a)   A General  Bill of  Acquisition  and  Agreement,  fully  executed by
            Seller, conveying to Buyer good and marketable title to all tangible
            and intangible  assets which are a part of the  Transferred  Assets,
            free and clear of all liabilities, claims, liens, security interests
            and restrictions:

      (b)   Copy of  resolutions  duly adopted by the board of directors and the
            shareholders of Seller authorizing and approving Seller's execution,
            delivery and  performance  of this  Agreement  and the  transactions
            contemplated  hereby,  certified  as true  and of full  force  as of
            Closing, by an appropriate officer of Seller;

      (c)   Certificate of a duly authorized  officer of Seller  certifying that
            each  covenant  and  agreement  of Seller to be  performed  prior to
            Closing  pursuant  to  this  Agreement  has  been  performed  in all
            material respects;

      (d)   Certificate of a duly authorized  officer of Seller  certifying that
            each  representation  and warranty of Seller is true and complete as
            of the date of this Agreement and as of the Closing date;

      (e)   Certificate  of existence and good standing of Seller from the State
            of New York,  dated the most recent practical date prior to Closing;
            and

      (f)   Such other  instruments and documents  required under this Agreement
            or as Buyer  reasonably  deems necessary to effect the  transactions
            contemplated  hereby and to otherwise  consummate  the  transactions
            described herein.

      2.3  Actions of Buyer at  Closing.  At the  closing  and unless  otherwise
waived in writing by Seller, Buyer shall deliver to Seller the following:

      (a)   Copy of the  resolutions  duly  adopted by the board of directors of
            Buyer,  authorizing and approving  Buyer's  execution,  delivery and
            performance  of this Agreement  arid the  transactions  contemplated
            hereby,  certified  as true and in full  force as of  Closing  by an
            appropriate officer of Buyer;

      (b)   Certificate of a duly  authorized  officer of Buyer  certifying that
            each  covenant  and  agreement  of  Buyer to be  performed  prior to
            Closing  pursuant  to  this  Agreement  has  been  performed  in all
            material respects;

      (c)   Certificate of a duly  authorized  officer of Buyer  certifying that
            each  representation  and warranty of Buyer as set forth herein,  is
            true  and  complete  as of the date of the  Agreement  and as of the
            Closing Date; and

      (d)   Certificate  of Good  Standing  of Buyer from the State of  Delaware
            dated shortly before the Closing Date.


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<PAGE>

                                   SECTION 3.
                    REPRESENTATIONS AND WARRANTIES OF SELLER.

      3.1  Seller's  Representations  and  Warranties,   Seller  represents  and
warrants to Buyer as follows:

      (a)   Ownership.  The persons listed on Schedule  3.1(a) are the legal and
            beneficial   owners  of  all  the  issued  and  outstanding   voting
            securities of Seller,  and such persons have voted to authorize this
            transaction on behalf of Seller.

      (b)   Employees Attached as EXHIBIT 3.1(b) is a schedule listing the names
            and  compensation  of  each  employee  of  Seller  employed  in  the
            Business.  All of Seller's  employees  listed in Exhibit  3.1(c) are
            employed at will.  Seller has no pension,  health or other  employee
            benefit  plan in effect other than as described  and  identified  in
            Exhibit 3.1(c) nor are any of such employees entitled to any accrued
            vacation  pay or any other  fringe  benefits  except as described in
            Exhibit 3.1(c).

      (c)   Transferred  Assets.  The  Transferred  Assets are all the assets of
            Seller  used  or  reasonably   needed  to  operate  the  transferred
            Business.  All of the Transferred  Assets are owned by Seller,  free
            and clear of all liens and  encumbrances,  except for (i)  potential
            claims  with  respect  to the  trademarks  included  as  part of the
            Transferred Assets as described in EXHIBIT 11(c) and except for (ii)
            the  existing  Security   Agreement  and  uniform   commercial  code
            financing  statement  granted by Seller to  ________________________
            Inc. a ___________  corporation  (the "Existing  Lienholder").  [The
            Existing  Lienholder  has agreed to enter into an  agreement  in the
            form of EXHIBIT  3.1(d)  (the  "Highland  Subordination  Agreement")
            whereby the Existing Lienholder consents to the transaction provided
            in this  Agreement  and agrees  that its  security  interest  in the
            Transferred  Assets will be  subordinate  to Buyer's title  therein,
            provided that such security  interest  shall remain in effect to the
            extent that Seller has rights in such Transferred Assets pursuant to
            the terms of the Security Agreement provided in ss1.4(b)  Therefore,
            taking the Security  Subordination  Agreement into effect,  when the
            transfer of the Transferred Assets to Buyer at the Closing will vest
            complete and unencumbered  title in the Transferred Assets to Buyer,
            subject only to the Security Agreement provided in ss1.4(b)).

      (d)   Organization  and Good  Standing. Seller is duly  qualified as a New
            York  corporation  and is in good  standing in any  jurisdiction  in
            which the  conduct of its  business or the  ownership  of its assets
            requires such qualif3cation except where such  non-qualification has
            not had a material adverse effect on Seller.

      (e)   Authorization; Validity. The execution, delivery, and performance of
            this Agreement by Seller has been duly and validly authorized by all
            requisite corporate action. This Agreement has been duly and validly
            executed  and  delivered  by Seller,  and is the legal,  valid,  and
            binding  obligation of Seller,  enforceable  in accordance  with its
            terms,  except as limited  by  bankruptcy,  insolvency,  moratorium,
            reorganization, and



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            other laws of  general  application  affecting  the  enforcement  of
            creditor's rights and by the availability of equitable remedies.

      (f)   Consents.  etc.  Other  than as set  forth on  EXHIBIT  3.1.(f),  no
            approval,   consent,  waiver,  or  authorization  of  or  filing  or
            registration  with any  governmental  authority  or  third  party is
            required for the  execution,  delivery,  or performance by Seller of
            the transactions contemplated by this Agreement.

      (g)   Violations.   The  execution,   delivery,  or  performance  of  this
            Agreement  does not and will not (i) with or  without  the giving of
            notice or the passage of time, or both, constitute a default, result
            in a  breach  of,  result  in  the  termination  of,  result  in the
            acceleration  of performance of, require any consent,  approval,  or
            waiver (other than those identified on EXHIBIT 3.1(g)), or result in
            the imposition of any lien or other encumbrance upon any property or
            assets of Seller, under any agreement, lease, or other instrument to
            which Seller is a party or by which any of the property or assets of
            Seller is bound;  (ii)  violate  any  permit  license,  or  approval
            required  by Seller to own the  Transferred  Assets and  operate the
            Business;  (iii)  violate any law,  statute,  or  regulation  or any
            judgment,  order,  ruling,  or other  decision  of any  governmental
            authority,  court,  or arbitrator;  or (iv) violate any provision of
            Seller's Certificate of Incorporation or Bylaws.

      3.2   Survival   of   Representations   and   Warranties.   Each   of  the
representations  and  warranties  in Section 3 shall be deemed  renewed and made
again by Seller at the Closing as if made as at that time, and shall survive the
Closing  for the  period  of two  years  except  that  all  representations  are
warranties  relating to taxes and tax returns of Seller shall  survive until the
expiration of all applicable statute of limitation periods.

                                    SECTION 4

                     REPRESENTATIONS AND WARRANTIES OF BUYER

      4.1 Buyer's  Representations and Warranties.  As of the date hereof and as
of the Closing Date, Buyer represents and warrants to Seller the following:

      (a)   Corporate Capacity. Buyer is a for-profit corporation duly organized
            and validly existing in good standing under the laws of the State of
            Delaware.  Buyer has the requisite power and authority to enter into
            this Agreement, perform its obligations hereunder and to conduct its
            business as now being conducted.

      (b)   Corporate  Powers:   Consents;   Absence  of  Conflicts  With  Other
            Agreements,  Etc. The  execution,  delivery and  performance of this
            Agreement  by Buyer and all other  agreements  referenced  herein or
            ancillary  hereto to which  Buyer is to be a party:  (i) are  within
            Buyer's authority and powers,  are not in contravention of law or of
            the terms of Buyer's  Certificate of  Incorporation,  By-laws or any
            amendments  thereto and have been duly authorized by all appropriate
            corporate action; (ii) do not require any approval or consent of, or
            filing with,  any  governmental  agency or authority  bearing on the
            validity  of  this  Agreement  which  is  required  by  law  or  the
            regulations


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<PAGE>

            of any such agency or  authority;  (iii) will neither  conflict with
            nor  result  in any  material  breach  or  contravention  of, or the
            creation  of  any  lien  under,  any  indenture,  agreement,  lease,
            instrument  or  understanding  to which Buyer is a party or by which
            Buyer is bound;  (iv) will not violate  any  statute,  law,  rule or
            regulation  of any  governmental  authority  to which  Buyer  may be
            subject;  and (v) will not violate any judgment,  order or decree of
            any court or governmental authority to which Buyer may be subject.

      (c)   Binding Agreement.  This Agreement and all other agreements to which
            Buyer will  become a party  hereunder  are and will  constitute  the
            valid and legally  binding  obligations of Buyer and are and will be
            enforceable  against Buyer in accordance  with the respective  terms
            hereof and thereof,  except as  enforceability  against Buyer may be
            restricted,  limited or delayed by  applicable  bankruptcy  or other
            laws   affecting   creditors'   rights   generally   and  except  as
            enforceability may be subject to general principles of equity.

      (d)   Full Disc1osure.  The representations and warranties of Buyer herein
            do not and will not include any untrue  statement of a material fact
            or omit to state any material fact  necessary to make the statements
            made and to be made not misleading.

      4.2   Survival   of   Representations   and   Warranties.   Each   of  the
representations  and  warranties  in Section 4 shall be deemed  renewed and made
again by Buyer at the Closing as if made as at that time,  and shall survive the
Closing for a period of two years.

                                    SECTION 5
                              COVENANTS OF PARTIES.

      5.1 By Seller Prior to the Closing.  Except as may  otherwise be consented
to or  approved  in writing by Buyer,  Seller  agrees that from the date of this
Agreement and until the Closing:

      (a)   Conduct Pending Closing.  (i) The Business,  shall be conducted only
            in the ordinary course  consistent with past practices;  (ii) Seller
            shall not declare any dividends,  enter into any mergers,  and shall
            not engage in any borrowing, or hiring of new personnel

      (b)   Access   to   Records.   Seller   shall   provide   Buyer   and  its
            representatives  access to all books and records of Seller  relating
            to the Business.

      (c)   Enforcement  of  Agreements.  For a period  of  twelve  (12)  months
            following the Closing  Date,  Seller  shall,  upon Buyer's  request,
            cooperate  with Buyer to provide  for Buyer the  benefits  under any
            contract or  agreement,  including  any  agreement  with  employees,
            including,  without  limitation,  enforcement  of any and all rights
            against the other party or parties.

      (d)   Employee Payments;  Terminations and Rehirings. Seller shall pay all
            employee compensation, benefits, vacations, sick time, and all other
            payments due to its employees for the period up to and including the
            Closing Date. Buyer shall,  prior to or at the Closing Date,  notify
            Seller of which of the employees listed on Exhibit


                                      -6-
<PAGE>

            3.1(c) Buyer wishes to employ.  Seller  shall,  effective at Closing
            terminate all, such employees so that they may accept  employment by
            Buyer.

      5.2 After Closing Indemnification.  Seller will indemnify Buyer or Buyer's
successor  in interest  from any claim from any  creditor of Seller  relating to
Buyer purchasing the Transferred Assets.

                                    SECTION 6

                CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

      6.1 Conditions  Precedent.  Unless, at the Closing,  each of the following
conditions is either satisfied or waived by Buyer in writing, Buyer shall not be
obligated to effect the transactions contemplated by this Agreement:

      (a)   Representations  and Warranties.  The representations and warranties
            of Seller in this Agreement are true and correct at the date of this
            Agreement and shall be true and correct as of the Closing as if each
            were made again at that time.

      (b)   Performance  of Covenants.  Seller shall have performed and complied
            in all respects with the covenants and  agreements  required by this
            Agreement.

      (c)   Items to be Delivered at Closing. Seller shall tendered for delivery
            to Buyer the following:

            (i) Consents, etc. Consents for each item listed on Schedule 3.1(h).

      (d)   Good Standing  Certificate.  A good standing certificate from Seller
            in New York.

      (e)   Corporate Action. A certified copy of the corporate action of Seller
            authorizing  and  approving  this  Agreement  and  the  transactions
            contemplated by it.

      (f)   Transfer  Documents.  Deeds,  bills  of  acquisition,   assignments,
            consents to  assignments,  and other  instruments  of  transfer  and
            consent  necessary to transfer to Buyer good and marketable title in
            and to all of the Transferred  Assets,  free and clear of all liens,
            except as set forth in this Agreement.

      (g)   Proceedings and Instruments Satisfactory. All proceedings, corporate
            or  other,  to  be  taken  in  connection   with  the   transactions
            contemplated by this Agreement,  and all documents incident thereto,
            shall be  satisfactory  in form and  substance  to Buyer and Buyer's
            counsel, whose approval shall not be unreasonably withheld.

      (h)   Certificate.   There  shall  be  delivered  to  Buyer  an  officer's
            certificate,  signed  by  Seller,  to  the  effect  that  all of the
            representations and warranties of Seller set forth in this Agreement
            are true and  complete  in all  material  respects as of the Closing
            Date, and that Seller has complied in all material respects with its
            covenants  and  agreements  required  to be  complied  with  by  the
            Closing.




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<PAGE>

                                    SECTION 7
                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

      7.1 Conditions  Precedent.  Unless, at the Closing,  each of the following
conditions is either satisfied or waived by Seller in writing,  Seller shall not
be obligated to effect the transactions contemplated by this Agreement.

      (a)   Representations  and Warranties.  The representations and warranties
            of Buyer in this  Agreement are true and correct at the date of this
            Agreement  and as of the  Closing as if each were make again at that
            time.

      (b)   Performance of Covenants. Buyer shall have performed and complied in
            all respects  with the  covenants  and  agreements  required by this
            Agreement.

      (c)   Items to be  Delivered  at Closing.  Buyer shall have  tendered  for
            delivery to Seller the following:

            (i)   Good  Standing  Certificate.  A  Certificate  of the New  York
                  Department of State showing that Buyer is in good standing.

            (ii)  Corporate  Action. A certified copy of the corporate action of
                  Buyer   authorizing  and  approving  this  Agreement  and  the
                  transactions contemplated by it.

            (iii) Cash  Payment,  Note,  Security  Agreement.  Buyer  shall have
                  delivered  the  payment  and the  executed  Note  provided  in
                  ss1.4(a) and the an executed  copy of the  Security  Agreement
                  provided in  ss.1.1(b)  along with such signed  forms UCC-l as
                  Seller's counsel shall reasonably request.

            (iv)  Security  Subordination  Agreement.  Buyer shall have executed
                  and delivered the Security Subordination Agreement.

      (d)   Proceedings and Instruments Satisfactory. All proceedings, corporate
            or  other,  to  be  taken  in  connection   with  the   transactions
            contemplated by this Agreement,  and all documents incident thereto,
            shall be  satisfactory  in form and substance to Seller and Seller's
            counsel, whose approval shall not be unreasonably withheld.

      (e)   Certificate.  There  shall  be  delivered  to  Seller  an  officer's
            certificate,  signed  by  Buyer,  to  the  effect  that  all  of the
            representations  and warranties of Buyer set forth in this Agreement
            are true and  complete  in all  material  respects as of the Closing
            Date, and that Buyer has complied in all material  respects with its
            covenants  and  agreements  required  to be  complied  with  by  the
            Closing.

                                    SECTION 8
                                    NOTICES.

      Any notice, request,  demand, or communication required or permitted to be
given to any provision of this Agreement shall be deemed to have been delivered,
given, and received for all


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<PAGE>

purposes if written and (i) if delivered personally, by facsimile, or by courier
or  delivery  service,  at the  time of such  delivery  or (ii) if  directed  by
registered  or  certified  United  States  mail,  postage and  charges  prepaid,
addressed  to the  intended  recipient,  at the  address  specified  below,  two
business days after such delivery to the United States Postal Service.

      If to Buyer at the address first provided above with a copy to:

                              Jack H. Halperin, Esq.
                              317 Madison Ave.-Suite 1421
                              New York, NY 10017

      If to Seller at the address first provided above with a copy to:

                              Maggio Beef Corporation
                              555 West Street
                              New York, NY 10014

Any party may change the  address  to which  notices  are to be mailed by giving
notice as provided herein to all other parties.

                                   SECTION 9.
                                 MISCELLANEOUS.

      9.1 Entire  Agreement.  This Agreement,  the Exhibits,  and the Schedules,
contain  all of the  terms  and  conditions  agreed  upon  by the  parties  with
reference to the subject  matter and supersede any and all previous  agreements,
representations,  and  communications  between the parties,  whether  written or
oral. This Agreement,  including its Exhibits and Schedules, may not be modified
or changed except by written  instrument signed by all of the parties,  or their
respective successors or assigns.

      9.2  Assignment.  This  Agreement  shall not be assigned or  assignable by
Seller or Buyer  without the express  written  consent of the other party except
that Buyer may assign this Agreement to a publicly-held  corporation that is the
issuer of the Consideration Shares. This Agreement shall inure to the benefit of
and be binding upon the parties and their respective successors and assigns.

      9.3 Captions. All section, schedule, and exhibit headings are inserted for
the  convenience  of the  parties  and shall  not be used in any way to  modify,
limit, construe, or otherwise affect this Agreement.

      9.4 Counterparts;  Facsimile Signatures. This Agreement may be executed in
several counterparts,  each of which shall be deemed to be an original and which
together shall  constitute  one and the same  instrument.  Facsimile  signatures
shall be of the same legal effect as if signed originally.


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<PAGE>

      9.5 Waiver.  Each of the parties may, by written notice to the other,  (i)
extend the time for the  performance of any of the  obligations or other actions
of the other  party;  (ii)  waive any  inaccuracies  in the  representations  or
warranties  of the other party  contained  in this  Agreement or in any document
delivered  pursuant to this  Agreement;  (iii) waive  compliance  with any other
covenants of the other party  contained  in this  Agreement;  or (iv) waive,  in
whole or in part,  performance of any of the  obligations of the other party. No
action  taken  pursuant to this  Agreement,  including,  but not limited to, the
consummation of the Closing or any knowledge of or investigation by or on behalf
of any party,  shall be deemed to  constitute  a waiver by the party taking such
action,   possessing  such  knowledge,   or  performing  such  investigation  or
compliance  with the  representations,  warranties,  covenants,  and  agreements
contained  herein.  The waiver by any party of a breach of any provision of this
Agreement  shall not operate or be  construed as a waiver of any  subsequent  or
similar breach.

      9.6 Controlling Law. This Agreement has been entered into the State of New
York and shall be governed by and construed and enforced in accordance  with the
laws of New York.

      9.7 Gender. Whenever in this Agreement the context so requires, references
to the  masculine  shall be deemed  to  include  the  feminine  and the  neuter,
references  to the  neuter  shall be deemed to  include  the  masculine  and the
feminine,  and  references to the plural shall be deemed to include the singular
and the singular to include the plural.

      9.8  Further  Assurances.  Each of the  parties  shall use all  reasonable
efforts to bring about the  transactions  contemplated by this Agreement as soon
as  practicable,  including  the  execution  and  delivery  of all  instruments,
assignments, and assurances, and shall take or cause to be taken such reasonable
further or other actions necessary or desirable in order to carry out the intent
and purposes of this Agreement.

      9.9  Attorneys'  Fees.  In the event a lawsuit  is  brought  to enforce or
interpret any part of this  Agreement or the rights or  obligations of any party
to this  Agreement,  the  prevailing  party shall be  entitled  to recover  such
party's costs of suit and reasonable attorney's fees, through all appeals.

      9.10 References to Agreement.  The words "hereof," "herein,"  "hereunder,"
and other  similar  compounds  of the word  "here"  shall  mean and refer to the
entire Agreement and not to any particular section, article,  provision,  annex,
exhibit, schedule, or paragraph unless so required by the context.

      9.11 Schedules and Exhibits. Schedules and Exhibits to this Agreement (and
any references to any part or parts of them) shall,  in each  instance,  include
the  Schedules or Exhibits  (as the case may be) attached  hereto as well as any
amendments thereto (in each such case). All such Schedules and Exhibits shall be
deemed an integral part hereof, and are incorporated herein by reference.

      9.12 Arbitration. Any dispute relating to this Agreement or the Note shall
be subject to binding  arbitration  in Delaware  City,  such  arbitration  to be
conducted by the American Arbitration  Association ("AAA") pursuant to the AAA's
commercial rules as in effect at that


                                      -10-
<PAGE>

time All parties agree that the AAA in Delaware City (and nowhere else) shall be
the proper venue for all such disputes.

      9.13  Severability.  Each section,  subsection  and lesser section of this
Agreement  constitutes  a separate and distinct  undertaking,  covenant,  and/or
provision,  in the event that any provision of this  Agreement  shall finally be
determined  to be unlawful,  such  provision  shall be deemed  severed from this
Agreement,  but every,  other  provision of this Agreement  shall remain in full
force and effect.

      9.14 Rights in Third Parties.  Except as otherwise  specifically provided,
nothing  expressed  or  implied  in this  Agreement  is  intended,  or  shall be
construed,  to confer upon or give any person, form, or corporation,  other than
the parties hereto and their assigns, any rights or remedies, under or be reason
of this Agreement.

      9.15  Expenses.  Each party shall pay its own expenses in connection  with
the  negotiation  and  consummation  of the  transactions  contemplated  by this
Agreement.

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

                                          Highland Acquisition Corporation
                                                a Delaware corporation

/s/ Jack H. Halperin                      By:  /s/ Richmond Chandler
-----------------------------                  -----------------------------
Witness                                        Richmond Chandler, President

                                               Maggio Beef Corporation
                                               a New York corporation

/s/ Phillip Serlin                             By:  /s/ John Maggio
-----------------------------                  -----------------------------
Witness


                                      -11-
<PAGE>

                                LIST OF EXHIBITS.

EXHIBIT
NUMBER.                            DESCRIPTION

1.1(a)      Description of intellectual property being transferred

1.1(c)      List of all commitments, contracts, leases (other than those
            provided in ss1.1(a)) and agreements relating to the Business and
            the Transferred Assets.

3.1(b)      List of Employees and all pension, health or other employee benefit
            plans or fringe benefits

3.1(d)      Form of Highland Subordination Agreement

3.1(f)      List of Required Consents

3.1(g)      Violations


                                      -12-
<PAGE>

                                   ASSIGNMENT

      FOR GOOD AND  VALUABLE  CONSIDERATION,  receipt of which is  acknowledged,
Highland Acquisition  Corporation,  a Delaware  corporation  ("Highland") hereby
assigns to First India  Diversified  Holdings,  Inc.  all rights and interest of
Highland under that certain  Agreement of Asset Acquisition dated April 30, 2001
between Highland and Maggio Beef Corporation.


Dated: April 30, 2001

                                          Highland Acquisition Corporation

                                          By:  /s/ Richmond Chandler
                                               -----------------------------
                                               Richmond Chandler, President