EXHIBIT 10.22

                                        ASSET PURCHASE AND SALE
                    AGREEMENT
                                        -------------------------
                    --------

                    THIS AGREEMENT dated below is made and
                    entered into by and between ASIAN RESTAURANTS
                    INTERNATIONAL, INC., a corporation organized
                    under the laws of the State of Massachusetts,
                    Kyoto West, Inc., a Michigan corporation,
                    Kyoto North, Inc, a Michigan corporation,
                    Kyoto Restaurants, Inc., a Michigan
                    corporation and Asian Restaurants, Inc., a
                    Massachusetts corporation (hereinafter
                    jointly and severally referred to as
                    "SELLER") and MAXWELL'S INTERNATIONAL, INC.,
                    a Delaware corporation or its assigns
                    (hereinafter referred to as "BUYER").

                                              R E C I T A L S :

                    SELLER is the owner and operator of a
                    restaurant chain doing business as "Kyoto
                    Japanese Restaurants" with locations at:

                    A.  64 Eliot Street, Boston, Massachusetts
                    (the "Boston Location");

                    B.  18601 Hubbard Drive, Dearborn, Michigan
                    (the "Dearborn Location");

                    C.  1985 W. Big Beaver Road, Troy, Michigan
                    (the "Troy Location"); and

                    D.  21150 Haggerty Boulevard, Farmington
                    Hills, Michigan (the "Farmington Hills
                    Location").

                    The restaurant business of SELLER at the
                    Boston Location, Dearborn Location, Troy
                    Location, and Farmington Hills Location are
                    hereinafter referred to as the "BUSINESS" or
                    the BUSINESSES.  The Boston Location, the
                    Dearborn Location, the Troy Location, and the
                    Farmington Hills Location are hereinafter
                    referred to as the "SUBJECT PROPERTIES."

                    BUYER desires to purchase, and SELLER desires
                    to sell substantially all of the assets
                    comprising the BUSINESS as a going concern,
                    including personal property and certain
                    contract rights, upon the terms and subject
                    to the conditions set forth herein.<PAGE>





                    NOW, THEREFORE, in consideration of the
                    mutual benefits accruing to the respective
                    parties under the provisions of this
                    Agreement, the parties hereby agree as
                    follows:

                    1.I.     PURCHASE AND SALE OF ASSETS.
                           ----------------------------
                    1.01  Subject to the terms and conditions
                    herein and in reliance upon the warranties,
                    representations and obligations specifically
                    set forth herein, SELLER agrees to sell and
                    transfer to BUYER, and BUYER agrees that it
                    will purchase from SELLER, all of SELLER's
                    assets and properties pertaining to the
                    BUSINESS operated at the SUBJECT PROPERTIES,
                    except as otherwise specifically provided for
                    in Paragraph 1.02.  The assets to be conveyed
                    ("ASSETS") to BUYER by SELLER at closing
                    ("CLOSING") (as set forth in Paragraph 4
                    below) include, but are not limited to, the
                    following:

                    1.01.1  All inventory, materials, supplies,
                    deposits (subject to the provisions of
                    Section 6.02 below), prepaid assets,
                    utensils, plates, dinnerware, glasses,
                    knives, cooking utensils, advertising matter,
                    photographs, mailing lists, sales materials,
                    menus, catalogues, plans, market surveys,
                    brochures, artwork, and stationery in
                    existence on the CLOSING.  

                    1.01.2  All furniture, furnishings,
                    equipment, fixtures, business records,
                    information on SELLER's software,
                    transferrable software and software licenses,
                    customer lists, leasehold improvements,
                    leasehold interest, contract rights and other
                    personal property located at the SUBJECT
                    PROPERTIES and/or utilized in the operations
                    of the BUSINESS including, but not limited
                    to, those assets identified on the attached
                    Schedule 1.01.2.

                    1.01.3  The name "Kyoto Japanese
                    Restaurants," and all of SELLER's rights to
                    the use of the name "Kyoto" and derivations
                    thereof.

                    1.01.4  All telephone/telecommunication
                    numbers and post office boxes of SELLER as
                    used by SELLER as of the date of this
                    Agreement for the BUSINESS at the SUBJECT
                    PROPERTIES.<PAGE>





                    1.01.5  All transferable licenses and
                    permits.

                    1.01.6  All goodwill, promotional materials
                    and other such data.

                    1.01.7  All trademarks, servicemarks, logos,
                    recipes, operating systems and goodwill.

                    1.01.8  All rights under the real property
                    leases for the SUBJECT PROPERTIES which shall
                    be assigned by SELLER to BUYER and assumed by
                    the BUYER at the CLOSING as provided for
                    herein.

                    1.02  The parties acknowledge and agree that
                    SELLER is not selling, and BUYER is not
                    purchasing, the following assets:

                    1.02.1  Cash in Banks or Financial
                    institutions.

                    1.02.2  Accounts receivable or loans
                    receivable.

                    1.02.3  The tangible personal property, lease
                    and other assets of the SELLER's management
                    office located at Point West Place, 111 Speen
                    Street, Suite 405, Framingham, Massachusetts,
                    and the telephone/telecommunication numbers
                    and Post Office boxes used by SELLER for such
                    location.

                    1.03  ACCOUNTS RECEIVABLE.  As provided for
                    in Section 1.02 above, accounts receivable of
                    the SELLER are not being sold pursuant to
                    this transaction.  Following the CLOSING, the
                    BUYER agrees to collect the accounts
                    receivable of SELLER arising prior to CLOSING
                    for the benefit of SELLER; however, nothing
                    shall obligate the BUYER to incur any expense
                    or obligation in collecting such accounts
                    receivable of the SELLER.  Upon receipt of
                    accounts receivable of the SELLER following
                    the CLOSING, the BUYER shall remit checks
                    therefore directly to the SELLER upon a
                    weekly basis.  In the event any checks are
                    received by the BUYER which include payment
                    of accounts receivable attributable to food
                    or services provided by the SELLER and the
                    BUYER, the BUYER shall be obligated to pay
                    the portion attributable to the SELLER upon
                    receiving cleared funds therefore.  BUYER
                    agrees to allow SELLER to review the customer
                    records of the BUSINESS following the CLOSING<PAGE>





                    from time to time during regular business
                    hours to monitor collection of SELLER's
                    accounts receivable.

                    2.     PURCHASE PRICE.

                    2.01  BASIC PRICE.  The parties to this
                    Agreement have agreed that the basic purchase
                    price will be a total of ONE MILLION NINE
                    HUNDRED THOUSAND AND NO/100 DOLLARS
                    ($1,900,000.00), and the purchase price has
                    been allocated among the ASSETS being
                    transferred as set forth on Schedule 2.01.  

                    2.02  INVENTORY.  The basic purchase price
                    for the assets set forth in Paragraph 2.01
                    above shall be increased by the value of all
                    items of food and beverage inventory in good
                    saleable condition transferred to BUYER at
                    the CLOSING.  Any defective or spoiled
                    inventory shall be excluded.  For purposes of
                    this paragraph, inventory shall be valued at
                    its cost to SELLER.  Immediately prior to the
                    CLOSING, representatives of SELLER and BUYER
                    shall jointly count and value the inventories
                    of SELLER at the SUBJECT PROPERTIES to be
                    transferred to BUYER at the CLOSING.  Such
                    inventory shall be valued at cost on a first-
                    in, first-out basis.  Any business conducted
                    during or subsequent to the time such
                    physical inventory is taken shall be for the
                    benefit of BUYER.  Any increase to the
                    purchase price by an adjustment pursuant to
                    the provisions of this paragraph shall
                    increase the cash payable by BUYER pursuant
                    to the provisions of Section 3.04 below.

                    3.     PAYMENT OF PURCHASE PRICE.  The
                    purchase price provided for in Section 2
                    shall be payable as follows:

                    3.01  Simultaneously with the execution of
                    this Agreement, BUYER shall pay TEN THOUSAND
                    AND NO/100 DOLLARS ($10,000.00) as a deposit,
                    which amount shall be deposited in the trust
                    account of the law firm of GREENSPOON,
                    MARDER, HIRSCHFELD & RAFKIN, P.A. ("Escrow
                    Agent").  The deposit shall be distributed to
                    SELLER to satisfy the purchase price at the
                    CLOSING as provided for in Paragraph 3.04,
                    unless otherwise provided for herein.

                    3.02  Within three (3) days after the
                    completion of the thirty (30) day inspection
                    period referred to in Section 14 below<PAGE>





                    (providing BUYER has not terminated the
                    Agreement as provided for therein), BUYER
                    shall pay the additional sum of FORTY
                    THOUSAND AND NO/100 DOLLARS ($40,000.00) to
                    the trust account of the Escrow Agent.  Such
                    deposit shall be distributed to SELLER at
                    CLOSING as provided in Paragraph 3.04, unless
                    otherwise provided for herein.  At the
                    request of BUYER, Escrow Agent shall place
                    the deposit in an interest-bearing trust
                    account.  Interest earned on the deposit
                    shall be paid to SELLER at the CLOSING,
                    unless otherwise provided for herein, and
                    such interest shall serve as a credit towards
                    the purchase price becoming payable at
                    CLOSING. 

                    3.03  At the CLOSING for the assets of the
                    BUSINESS in Michigan, the sum of ONE MILLION
                    TWO HUNDRED FIFTY-THREE THOUSAND TWO HUNDRED
                    TWENTY ONE AND 05/100 DOLLARS ($1,253,221.05)
                    shall be paid by BUYER's execution of a
                    Promissory Note.  Such Promissory Note shall
                    bear interest at seven percent (7%) per annum
                    and shall be amortized in equal monthly
                    installments of principal and interest of
                    $30,009.94 over a period of forty-eight (48)
                    months.  Accrued interest only shall be paid
                    on the first day of the month following such
                    CLOSING, and thereafter on the first day of
                    each and every month installments in the
                    amount of THIRTY THOUSAND NINE AND 94/100
                    DOLLARS ($30,009.94) shall become payable for
                    the term of such Note.  

                    At the CLOSING for the assets of the BUSINESS
                    located in Massachusetts, the sum of ONE
                    HUNDRED FORTY-SIX THOUSAND SEVEN HUNDRED
                    SEVENTY-EIGHT AND 95\100 DOLLARS
                    ($146,778.95) shall be paid by BUYER's
                    execution of a Promissory Note.  Such
                    Promissory Note shall bear interest at seven
                    percent (7%) per annum and shall be amortized
                    in equal monthly installments of principal
                    and interest of THREE THOUSAND FIVE HUNDRED
                    FOURTEEN AND 80/100 DOLLARS ($3,514.80) over
                    a period of forty-eight (48) months.  Accrued
                    interest only shall be paid on the first day
                    of the month following such CLOSING, and
                    thereafter on the first day of each and every
                    month installments in the amount of $3,514.80
                    shall become payable for the term of such
                    Note.<PAGE>





                    The Notes shall provide that there shall be
                    no prepayment penalty and shall provide for a
                    fifteen (15)-day grace period.  The form of
                    the Promissory Notes to be executed at the
                    CLOSING is attached hereto as Exhibit "A".

                         The Promissory Notes to be executed by
                    BUYER to SELLER at the CLOSING shall be
                    secured by Security Agreements and Chattel
                    Mortgages granting a first lien to SELLER on
                    all of the assets of the BUSINESS being sold. 
                    The form of the Security Agreements and
                    Chattel Mortgages to be executed at the
                    CLOSING is attached hereto as Exhibit "B". 
                    The BUYER shall execute such UCC-1 Financing
                    Statements as are appropriate to allow SELLER
                    to perfect SELLER's security interest in the
                    ASSETS.  Such Promissory Notes shall be
                    guaranteed by RUDY'S RESTAURANT GROUP, INC.
                    3.04  At the CLOSING for the assets of the
                    BUSINESS in Michigan, the deposits referred
                    to in Paragraphs 3.01 and 3.02 and the
                    balance of the purchase price for the assets
                    of the BUSINESS in Michigan (after
                    application of credit for the face amount of
                    the Promissory Note to be executed at such
                    CLOSING), plus or minus any net adjustments
                    and prorations due SELLER pursuant to Section
                    6 and Paragraph 2.02 with respect to the
                    BUSINESS in Michigan, shall be paid to SELLER
                    by wire transfer.  

                    At the CLOSING for the assets of the BUSINESS
                    in Massachusetts, the balance of the purchase
                    price for the assets of the BUSINESS in
                    Massachusetts (after application of credit
                    for the face amount of the Promissory Note to
                    be executed at such CLOSING), plus or minus
                    any net adjustments and prorations due SELLER
                    pursuant to Section 6 and Paragraph 2.02 with
                    respect to the BUSINESS in Massachusetts
                    shall be paid to SELLER by wire transfer.  

                    4.     CLOSING.  

                    4.01  The parties agree that a CLOSING for
                    the ASSETS of the BUSINESS in Massachusetts
                    shall occur on or about March 15, 1996,
                    unless all parties agree to extend the date
                    of CLOSING for such BUSINESS.

                    The parties agree that a CLOSING for the
                    ASSETS of the BUSINESSES in Michigan shall
                    occur on January ___, 1996, unless all<PAGE>





                    parties agree to extend the date of such
                    CLOSING for such BUSINESSES.

                    4.02  The CLOSINGS for this transaction shall
                    be conducted by the parties and their legal
                    counsel through the mail utilizing express
                    delivery services.

                    4.03  Reference to the term "CLOSING" shall
                    refer to either the      CLOSING held for the
                    transfer of the BUSINESSES located in
                    Michigan or the CLOSING for the transfer of
                    the BUSINESS located in Massachusetts.  In
                    construing this Agreement with reference to
                    the term CLOSING, the parties shall apply
                    reference to a CLOSING with respect to the
                    transaction to transfer the ASSETS of the
                    BUSINESS in Massachusetts or the ASSETS of
                    the BUSINESSES in Michigan, as shall be
                    reasonably necessary for the particular
                    transaction under consideration.

                    4.04  At the time of CLOSING for the
                    BUSINESSES located in Michigan, the transfer
                    of the beverage licenses for such transaction
                    shall be deferred until such time as BUYER
                    receives necessary approvals for the transfer
                    of the Michigan beverage licenses of SELLER
                    to BUYER.  Accordingly, notwithstanding any
                    language to the contrary contained herein, at
                    the CLOSING for the transfer of the Michigan
                    BUSINESSES, the purchase price allocable to
                    the beverage licenses of SELLER shall be
                    retained in escrow with SELLER's counsel
                    pursuant to the terms of a Management
                    Agreement to be entered into between the
                    SELLER and BUYER at such CLOSING.  A copy of
                    the Management Agreement to be entered into
                    at the CLOSING is attached as Exhibit "K".




                    5.  LIABILITIES.

                    5.01  ASSUMPTION OF LIABILITIES.  BUYER shall
                    assume the following liabilities of the
                    BUSINESSES being transferred at such CLOSING:

                    5.01.1  BUYER shall assume all future
                    obligations arising for telephone service and
                    telephone directory advertising from and
                    after the date of CLOSING.  A true and
                    complete listing of all telephone numbers and
                    the terms of directory advertising contracts<PAGE>





                    for each of the SUBJECT PROPERTIES is set
                    forth on Schedule 5.01.1.

                    5.01.2  BUYER shall assume all future
                    obligations arising under the terms of the
                    equipment leases (hereinafter referred to as
                    "EQUIPMENT LEASES") identified on the
                    attached Schedule 5.01.2 from and after the
                    date of CLOSING.

                    5.01.3  BUYER shall assume all future
                    obligations arising under the terms of the
                    Real Property Lease for the Boston Location
                    which lease is identified on the attached
                    Schedule 5.01.3 from and after the date of
                    CLOSING.

                    5.01.4  BUYER shall assume all future
                    obligations arising under the terms of the
                    Real Property Lease for the Dearborn Location
                    which lease is identified on the attached
                    Schedule 5.01.4 from and after the date of
                    CLOSING.

                    5.01.5  As provided for in Section 7.01 and
                    7.02 below, BUYER shall assume all future
                    obligations arising under the terms of the
                    Real Property Leases for the Troy location
                    and the Farmington location, which leases are
                    identified on the attached schedule 5.01.5.

                    5.01.6  BUYER shall assume all of SELLER's
                    liability for honoring gift certificates to
                    supply food and beverages to customers of
                    SELLER from and after the date of CLOSING;
                    provided, however, BUYER shall be entitled to
                    a credit for gift certificates honored which
                    were issued by SELLER (at face amount).  Such
                    credit shall be applied by BUYER mailing to
                    SELLER the gift certificates honored along
                    with the balance of payment of the
                    installment falling due on the Promissory
                    Notes executed by BUYER to SELLER at CLOSING.

                    5.01.7  BUYER shall assume all of the service
                    contracts identified on the attached Schedule
                    5.01.7 (the "SERVICE CONTRACTS") from and
                    after the date of CLOSING.

                    5.02  NO ASSUMPTION OF LIABILITIES.  Except
                    as expressly provided for in Paragraph 5.01
                    above, BUYER shall not be obligated and will
                    not assume or become liable for any
                    obligations or liabilities of the SELLER with
                    respect to the BUSINESS.  All of SELLER's<PAGE>





                    accounts payable, liens, liabilities of any
                    type and other encumbrances of SELLER which
                    are existing on or which arose at or prior to
                    CLOSING, shall be paid from the proceeds of
                    the sale contemplated herein.  The parties
                    specifically acknowledge that BUYER is not
                    assuming and will not be obligated to
                    discharge or be liable for any debts,
                    liabilities, claims or obligations of SELLER
                    including, without limitation, any:

                    5.02.1  Liabilities or obligations of the
                    SELLER to any creditors, customers or
                    employees;

                    5.02.2  Liabilities or obligations of SELLER
                    with respect to any transactions occurring
                    after the CLOSING;

                    5.02.3  Any and all other liabilities,
                    accounts payable or obligations of SELLER,
                    whether direct, indirect, contingent or
                    otherwise.

                    Except as set forth in Paragraph 5.01, the
                    parties intend that BUYER shall acquire
                    ownership of the ASSETS being purchased
                    herein free and clear of all claims, liens
                    and encumbrances.  SELLER warrants that it
                    will hold BUYER harmless from any and all
                    claims, liabilities and encumbrances incurred
                    by SELLER not expressly assumed under the
                    provisions of Section 5.01 and will fully
                    indemnify BUYER for any such liabilities,
                    loss or other damages suffered by BUYER,
                    including all costs and expenses in defending
                    same, including reasonable attorneys' fees,
                    court costs and costs of appeal in connection
                    with such liabilities or obligations of
                    SELLER.

                    5.03  BULK SALE PROVISIONS.  The parties
                    specifically acknowledge that BUYER is not
                    assuming and will not discharge or be liable
                    for any debts, liabilities, taxes or other
                    obligations of SELLER whatsoever except as
                    expressly provided for herein.  In reliance
                    upon the representations and warranties of
                    SELLER and Barclay Henderson, BUYER hereby
                    waives compliance with any requirements of
                    the bulk transfer provisions of the Uniform
                    Commercial Code of the State of Michigan or
                    of the State of Massachusetts.  However,
                    nothing in this section shall estop or
                    prevent any party from asserting as a bar or<PAGE>





                    defense to any action or proceeding brought
                    under such laws that the bulk transfer
                    provisions are not applicable to the sale
                    contemplated under this Agreement.

                    6.     PRORATIONS AND UTILITIES ETC.  The
                    following adjustments shall be made at each
                    CLOSING provided for hereunder with respect
                    to each of the BUSINESSES being transferred
                    at such CLOSING:

                    6.01  UTILITIES.  SELLER and BUYER shall
                    arrange to notify all utility companies to
                    take final readings as of the date of such
                    CLOSING, and BUYER shall have the obligation
                    to advise such utilities to provide future
                    services in BUYER's name.

                    6.02  DEPOSITS AND PREPAYMENTS.  SELLER shall
                    be entitled to receive an amount equal to all
                    deposits and prepayments relating to the
                    BUSINESS transferred to BUYER at the CLOSING
                    which are held by depositees and third
                    parties for the benefit of BUYER following
                    the CLOSING.  Notwithstanding the foregoing,
                    the deposit paid under the Real Property
                    Lease for the Boston Location shall be
                    handled in the manner as provided for in
                    Section 7.03.  A listing of all deposits and
                    prepayments which may be applicable to the
                    CLOSINGS provided for hereunder is set forth
                    on Schedule 6.02.

                    6.03  PRORATIONS.  All rent and property
                    taxes which are imposed upon the ASSETS shall
                    be prorated at the CLOSING.  The parties
                    shall prorate all other proratable items.

                    6.04  CUSTOMER DEPOSITS.  BUYER shall be
                    entitled to receive an amount equal to all
                    customer deposits and prepayments relating to
                    the BUSINESS for parties, banquets and other
                    events which are to be provided by the BUYER
                    following the CLOSING.

                    6.05  ACCRUED EMPLOYEE BENEFITS.  BUYER shall
                    be entitled to receive credit against amounts
                    falling due under the Promissory Note for the
                    sums BUYER pays with respect to all earned
                    and unpaid EMPLOYEE compensation and benefits
                    existing at the time of CLOSING for employees
                    who will be retained by BUYER following the
                    CLOSING, including but not limited to such
                    items as incentive bonus, payable vacation
                    days, payable sick days, etc.  In order to<PAGE>





                    obtain such credit, BUYER shall inform SELLER
                    in writing listing each EMPLOYEE's name and
                    benefits paid by it under the provisions of
                    this Section on a monthly basis.

                    6.06  CASH BANKS.  SELLER shall be entitled
                    to receive an amount equal to all cash in
                    registers transferred to BUYER at the
                    beginning of business on the date of CLOSING,
                    which amounts shall not exceed SELLER's
                    normal working cash balances at the beginning
                    of each business day.

                    7.     REAL PROPERTY LEASES.  SELLER
                    represents it has provided BUYER with true
                    and complete copies of it's real estate
                    property leases for the Boston location, the
                    Dearborn location, the Troy location and the
                    Farmington Hills location.   

                    7.01  TROY REAL PROPERTY LEASE.  At the
                    CLOSING for the BUSINESSES located in
                    Michigan, BUYER and BARCLAY HENDERSON (as the
                    landlord of the Troy Location) shall enter
                    into a new lease for the Troy Location on the
                    following terms and conditions:

                    7.01.1  The initial lease term shall be for a
                    period of twenty (20) years;

                    7.01.2  The lease shall grant two additional
                    five (5) year options;

                    7.01.3  Rent shall be the greater of: 

                                          (i)  ONE HUNDRED FORTY
                    THOUSAND AND NO/100 DOLLARS ($140,000.00)
                    annual base rent or,

                                          (ii)       eight
                    percent (8%) of Annual Sales up to TWO
                    MILLION FOUR HUNDRED THOUSAND AND NO/100
                    DOLLARS ($2,400,000.00) and six percent (6%)
                    of Annual Sales above TWO MILLION FOUR
                    HUNDRED THOUSAND AND NO/100 DOLLARS
                    ($2,400,000.00);  

                    For purposes of this Agreement the terms
                    "Annual Sales" shall mean the gross sales of
                    BUYER at the particular location under the
                    location for lease being considered,
                    excluding, to the extent included in gross
                    sales, gratuities paid for it's employees,
                    sales taxes collected, returns, discounts,
                    chargebacks, allowances, employee meals,<PAGE>





                    discounts on and complementary meals and
                    beverages, and sales of capital assets. 

                    BUYER shall also pay to the landlord of the
                    Troy Location additional rent in the amount
                    of $50,000.00 upon the execution of such
                    lease by all parties.

                    7.01.4  BUYER shall be responsible for all
                    real estate taxes, normal maintenance and
                    insurance coverage for the Troy Location. 
                    The landlord shall be responsible for all
                    repairs and maintenance of facilities and
                    equipment exterior to the leased premises,
                    including but not limited to structural
                    repairs, the HVAC system and roof repairs
                    however, BUYER shall be responsible to repair
                    and maintain the HVAC system on the roof
                    directly above the leased premises).  BUYER
                    shall be responsible for repairs and
                    maintenance of all improvements made to the
                    interior of the leased premises;

                    7.01.5  BUYER shall have a right of first
                    refusal to purchase the real estate and
                    improvements subject to the lease on any
                    transfer of same according to the same price
                    and terms as received by a third-party bona
                    fide offer for a period of thirty (30) days
                    after receipt of such notice from the
                    landlord (such right of first refusal shall
                    not apply to transfers to or among family
                    members of the landlord);

                    7.01.6  RUDY'S RESTAURANT GROUP, INC. will
                    guaranty payment of rent under the lease for
                    the Troy Location; and

                    7.01.7  A default in payment of rent under
                    the Lease by Buyer which is not cured within
                    a fifteen (15) day grace period shall
                    constitute a default under the Promissory
                    Notes executed by BUYER to the SELLER at the
                    CLOSING.

                    7.01.8  Provisions shall be included to share
                    common area maintenance for the lobby,
                    landscaping, parking and other common area
                    expenses.   

                    Except as provided for above, the Troy lease
                    to be entered into shall utilize a form
                    acceptable to BUYER.  A copy of the Troy
                    Lease to be entered into at the time of
                    CLOSING is attached hereto as Exhibit "D". <PAGE>





                    7.02  FARMINGTON HILLS REAL PROPERTY LEASE. 
                    At the CLOSING for the BUSINESSES located in
                    Michigan, BUYER and BARCLAY HENDERSON (as the
                    landlord of the Farmington Hills Location)
                    shall enter into a new lease for the
                    Farmington  Hills Location on the following
                    terms and conditions:

                    7.02.1  The initial lease term shall be for a
                    period of twenty (20) years;

                    7.02.2  The lease shall grant two additional
                    five (5) year options;

                    7.02.3  Rent shall be the greater of: 

                                          (i)  ONE HUNDRED FORTY
                    THOUSAND AND NO/100 DOLLARS ($140,000.00) per
                    annum base rent, or 

                                          (ii)  six percent (6%)
                    of Annual Sales;

                         BUYER shall also pay to the landlord of
                    the Farmington Hills Location additional rent
                    in the amount of $50,000.00 upon the
                    execution of such lease by all parties.

                    7.02.4  BUYER shall be responsible for all
                    real estate taxes,  maintenance and insurance
                    coverage for the Farmington Hills Location. 
                    Tenant shall be responsible for all repairs
                    and maintenance of the interior and exterior
                    of the lease premises, including its parking
                    lot and landscaping;

                    7.02.5  The BUYER shall have a right of first
                    refusal to purchase the real estate and
                    improvements subject to the lease on any
                    transfer of same according to the same price
                    and terms as received by a third-party bona
                    fide offer for a period of thirty (30) days
                    after receipt of such notice from the
                    landlord (such right of first refusal shall
                    not apply to transfers to or among family
                    members of the landlord); and

                    7.02.6  RUDY'S RESTAURANT GROUP, INC. will
                    guaranty payment of rent under the lease for
                    the Farmington Hills Location.

                    7.02.7  A default in payment of rent under
                    the Lease by Buyer which is not cured within
                    a fifteen (15) day grace period shall
                    constitute a default under the Promissory<PAGE>





                    Notes executed by Buyer to the Seller at the
                    closing.   

                    Except as provided for above, the Farmington
                    lease to be entered into shall utilize a form
                    acceptable to BUYER.  A copy of the
                    Farmington Hills Lease to be entered into at
                    the time of CLOSING is attached hereto as
                    Exhibit "E".

                    7.03  BOSTON LEASE.  The parties acknowledge
                    that the real property lease for the Boston
                    Location terminates on April 29, 1999.  The
                    parties further acknowledge that the purchase
                    price for this transaction with respect to
                    the Boston Location was based upon an
                    assumption that BUYER will be able to obtain
                    a new lease acceptable to BUYER for the
                    Boston Location with an initial term such
                    that the remaining term of the existing
                    lease, and the initial term of the new lease
                    is twenty (20) years, plus two renewal option
                    terms under the new lease of five (5) years
                    each.

                    Prior to the termination of the lease for the
                    Boston location, if so requested by BUYER,
                    SELLER will cooperate to assist BUYER in
                    renegotiating a new lease or lease renewal of
                    the existing lease containing the initial
                    term and option terms desired.

                    In the event an acceptable lease to BUYER, in
                    BUYER's sole discretion, is not executed by
                    the BUYER prior to the expiration of the
                    current lease for the Boston Location, SELLER
                    agrees that BUYER shall receive a credit of
                    $199,200.00 against the outstanding principal
                    balance then existing under the Promissory
                    Note executed by BUYER to SELLER at the
                    CLOSING hereunder.  In such case, the new
                    outstanding principal balance of the
                    Promissory Note existing after such credit
                    shall be re-amortized over the remaining term
                    of the Note in equal monthly installments of
                    principal and interest.

                    In the event the BUYER does not obtain a new
                    lease acceptable to it as provided for herein
                    prior to the expiration of the current lease
                    for the Boston location, BUYER shall transfer
                    all of the assets (including the liquor
                    license) utilized by BUYER in the operations
                    of the Boston Location to SELLER on the last
                    business day of the current lease term.  Such
                    assets shall be transferred to SELLER in the<PAGE>





                    same condition as received from SELLER,
                    subject to reasonable and normal wear and
                    tear.  If such transfer occurs, BUYER shall
                    be entitled to receive reimbursement for its
                    cost of food and beverage inventory
                    transferred to SELLER, and the parties shall
                    make the same prorations in connection with
                    such transfer as are provided for in this
                    Agreement.  A copy of the Assignment and
                    Assumption Agreement to be entered into by
                    the parties at the time of CLOSING with
                    respect to the Boston Lease is attached
                    hereto as Exhibit "F".

                    The parties acknowledge the deposit paid to
                    the landlord under the Boston Lease is
                    approximately $20,700.00.  At the CLOSING
                    hereunder for the BUSINESS located in
                    Massachusetts, BUYER shall execute to SELLER
                    a Promissory Note for the amount of such
                    deposit, which shall bear interest at the
                    same rate as such deposit accrues interest
                    under the Lease.  Such Note shall be secured
                    by the Security Agreements and Chattel
                    Mortgages set forth in Section 3.03, be
                    subject to the Confession of Judgment
                    Agreements set forth in Section 3.03, and
                    payment thereof shall be guaranteed by RUDY'S
                    RESTAURANT GROUP, INC.  In the event BUYER
                    executes a new Lease for the Boston Lease as
                    provided for herein, such Note shall become
                    due and payable in full on the date of
                    signing such new lease.  In the event BUYER
                    does not obtain a new lease acceptable to it
                    as provided for herein prior to the
                    expiration of the current lease for the
                    Boston Location, such Note shall be deemed
                    discharged in full and SELLER shall be
                    entitled to receive from BUYER the documents
                    of transfer contemplated herein for such
                    event.

                    7.04  DEARBORN LEASE.  The parties
                    acknowledge that the real property lease for
                    the Dearborn Location terminates on September
                    20, 2001.  The parties further acknowledge
                    that the purchase price for this transaction
                    with respect to the Dearborn Location was
                    based upon an assumption that BUYER will be
                    able to obtain a new lease acceptable to
                    BUYER for the Dearborn location with an
                    initial term such that the remaining term of
                    the existing Lease, and the initial term of
                    the new lease is 20 years, plus two renewal
                    option terms under the new lease of five (5)
                    years each.<PAGE>





                    Prior to the termination of the lease for the
                    Dearborn location, if so requested by BUYER,
                    SELLER will cooperate to assist BUYER in
                    renegotiating a new lease or lease renewal of
                    the existing lease containing the initial
                    term and option terms desired.

                    In the event an acceptable lease to BUYER,
                    (in BUYER's sole discretion), is not executed
                    by the BUYER prior to the expiration of the
                    current lease for the Dearborn Location, the
                    SELLER agrees that BUYER shall receive a
                    credit of $264,000.00 against the outstanding
                    principal balance then existing under the
                    Promissory Note executed by BUYER to SELLER
                    at the CLOSING for the BUSINESSES located in
                    Michigan.  In such case, the new outstanding
                    principal balance of such Promissory Note
                    existing after such credit shall be re-
                    amortized over the remaining term of the Note
                    in equal monthly installments of principal
                    and interest.

                    In the event the BUYER does not obtain a new
                    lease acceptable to it as provided for herein
                    prior to the expiration of the current lease
                    for the Dearborn location, BUYER shall
                    transfer all of the assets (including the
                    liquor license) utilized by BUYER in the
                    operations of the Dearborn Location to SELLER
                    on the last business day of the current lease
                    term.  Such assets shall be transferred to
                    SELLER in the same condition as received from
                    SELLER, subject to reasonable and normal wear
                    and tear.  If such transfer occurs, BUYER
                    shall be entitled to receive reimbursement
                    for its cost of food and beverage inventory
                    transferred to SELLER, and the parties shall
                    make the same prorations in connection with
                    such transfer as are provided for in this
                    Agreement.  A copy of the Assignment and
                    Assumption Agreement to be entered into by
                    the parties at the time of CLOSING with
                    respect to the Dearborn Lease is attached
                    hereto as Exhibit "G".

                    8.     REPRESENTATIONS AND WARRANTIES OF
                    SELLER.  SELLER represents, warrants,
                    covenants and agrees with BUYER that the
                    following, statements, conditions and facts
                    are true and correct as of the date of this
                    Agreement and shall continue to be true and
                    correct as of the date of CLOSING:

                    8.01  TITLE TO ASSETS AND STATUS.  SELLER are
                    corporations duly organized and existing in<PAGE>





                    good standing under the laws of the States
                    indicated herein and have the corporate power
                    to own its assets and carry on its business
                    as now conducted.  SELLER has no subsidiaries
                    or entity or other ownership interest in any
                    other corporation, firm, association or
                    business enterprise which has any interest in
                    the BUSINESS.  On or prior to the CLOSING,
                    SELLER shall deliver to BUYER a Certificate
                    of Good Standing of each SELLER, certified by
                    the appropriate state office.  SELLER is the
                    owner of and has good and marketable title to
                    all of the assets utilized in the operations
                    of the BUSINESS, free and clear of any liens,
                    encumbrances or claims whatsoever, except as
                    expressly noted in Section 5.01.

                    8.02  COMPLIANCE WITH AGREEMENTS AND
                    INSTRUMENTS.  The execution and delivery of
                    this Agreement by SELLER and the consummation
                    of the transactions contemplated hereby do
                    not conflict with or violate its Articles or
                    Bylaws, or any contract or agreement to which
                    SELLER is a party, or by which it may be
                    bound, except as herein provided where
                    various consents may be required, and is not
                    contrary to any order of any court to which
                    SELLER is subject.

                    8.03  FINANCIAL STATEMENTS AND SALES
                    REPRESENTATIONS.  The balance sheets, income
                    statements, tax statements and all other
                    financial information of SELLER with respect
                    to the BUSINESS previously supplied and which
                    may be supplied to BUYER by SELLER (as listed
                    on Schedule 8.03) are true and complete in
                    all material aspects and fairly and properly
                    present the financial condition of the
                    BUSINESS at such dates, as well as the
                    results of operations for the periods therein
                    specified.

                    8.04  EQUIPMENT AND FIXTURES.  The fixed
                    assets and equipment of the BUSINESS are
                    suitable and operational for the uses for
                    which they were originally intended.  The
                    equipment and machinery of the BUSINESS being
                    transferred to BUYER are in good working
                    order and shall be so at the CLOSING. 
                    Immediately prior to the CLOSING, SELLER
                    shall provide BUYER with access to the
                    equipment of the BUSINESS to allow BUYER to
                    inspect their working condition.  Any defects
                    found in mechanical working condition which
                    are discovered prior to the CLOSING which
                    cause such equipment not to be in good<PAGE>





                    working order shall be repaired by the
                    SELLER, at SELLER's cost.

                    8.05  COMPLIANCE WITH LAW.  To the best of
                    SELLER's knowledge, neither SELLER nor the
                    SUBJECT PROPERTIES are in violation of any
                    federal, state or city laws, rules,
                    regulations or ordinances, including, but not
                    limited to those connected with, fire codes,
                    parking, signage, Americans With Disabilities
                    Act, employment practices, wages and hours,
                    discrimination, employment of illegal aliens,
                    occupational health and safety, environmental
                    or the physical condition of the SUBJECT
                    PROPERTIES.  SELLER is not aware of, nor has
                    it received any written or oral notification
                    from any third party of any present or past
                    failure which remain outstanding to so
                    comply, or of any present or future events,
                    conditions, circumstances, activities,
                    practices, incidents, actions or plans which
                    may materially interfere with or prevent
                    continued compliance with any laws, rules or
                    regulations or of which may give rise to any
                    common law or statutory liabilities or
                    otherwise form the basis of any claim,
                    action, suit, proceeding, hearing or
                    investigation. In the event SELLER or BUYER
                    become aware of any violation or
                    noncompliance with any federal, state or city
                    laws, rules or regulations effecting the
                    BUSINESSES which existed prior to the CLOSING
                    for a BUSINESS, then upon BUYER's request,
                    SELLER shall cure such noncompliance, at
                    SELLER's cost.

                    8.06  LITIGATION.  To the best of SELLER's
                    knowledge, there are no judgments, decrees,
                    liens, actions or proceedings pending or
                    threatened by or against SELLER in any court
                    or by any governmental agency.

                    8.07  BILL OF SALE.  The bill of sale and
                    instruments of assignment to be delivered at
                    the CLOSING will transfer all of the ASSETS,
                    free of all encumbrances and liabilities, and
                    will contain the usual warranties and
                    affidavit of title (except as provided for in
                    Section 5.01 above).

                    8.08  CONDUCT OF BUSINESS.  The BUSINESS will
                    be conducted up to the date of the CLOSING in
                    accordance with all laws, rules, regulations
                    and ordinances of all city, county, state and
                    federal governments.  SELLER, up to the date
                    of the CLOSING, will operate and maintain the<PAGE>





                    BUSINESS in the same manner as operated by
                    SELLER prior to the execution of this
                    Agreement, will not violate the terms of its
                    contracts connected with the BUSINESS, and
                    will not remove or transfer any of its
                    assets, except sales of inventory in the
                    ordinary course of business.  Inventory and
                    supplies sold shall be restocked in a normal
                    manner prior to the CLOSING.  SELLER shall
                    maintain ample and appropriate insurance
                    coverage on its assets, operations and those
                    properties requiring insurance coverage under
                    agreements with third-parties through the
                    date of CLOSING.

                    8.09  LICENSES.  SELLER possesses any and all
                    licenses and permits of any public authority
                    of any level of government that are necessary
                    for the lawful conduct of activities as of
                    the date hereof.  To the best of SELLER's
                    knowledge, there are no ordinances or
                    regulations of any governmental body that
                    materially and adversely relate to, limit or
                    affect the conduct of the activities of
                    SELLER, except as disclosed herein.  All of
                    such licenses are current and in good
                    standing.  Within ten (10) days from the
                    execution of this Agreement, SELLER shall
                    furnish BUYER with copies of all of its
                    licenses or permits, including but not
                    limited to occupational licenses and any and
                    all other licenses or permits as are
                    necessary for the operation of the BUSINESS. 
                    There are no pending violation or issues
                    concerning any of the licenses utilized by
                    SELLER in the BUSINESS.  SELLER has not had
                    any beverage license violations which it has
                    experienced within the last twelve (12) month
                    period which would interfere in the transfer
                    of such licenses to BUYER.  A list of all
                    licenses and permits possessed by SELLER with
                    respect to the BUSINESS, specified by
                    location and license number, are set forth on
                    Schedule 8.09.

                    8.10  NO DEFAULT.  SELLER is not in default
                    in any respect under any of the contracts,
                    agreements, leases, documents or other
                    commitments to which it is a party or is
                    otherwise bound which agreements are to be
                    assigned to BUYER at a CLOSING hereunder.

                    8.11  DISCLOSURE.  No representation or
                    warranty by SELLER in this Agreement or in
                    any writing attached hereto contains or will
                    contain any untrue statement of material<PAGE>





                    fact, or omits to state any material fact (of
                    which SELLER has knowledge or should have had
                    knowledge or notice of required to make the
                    statements herein or therein contained not
                    misleading).

                    8.12  MATERIAL FACTS.  SELLER has no
                    knowledge of any materially adverse matter or
                    thing relative to the condition, financial or
                    otherwise, of the BUSINESS or the SUBJECT
                    PROPERTIES not disclosed in this Agreement or
                    the Schedules attached hereto.

                    8.13  CUSTOMERS.  SELLER does not have any
                    information, nor is it aware of any facts
                    indicating that any of SELLER's customers
                    intend to cease doing business with the
                    BUSINESS, either as a result of the
                    transaction contemplated herein or for any
                    other reason which in the aggregate would
                    have a material impact on the BUSINESS.

                    8.14  EMPLOYEES.  To the best of SELLER's
                    knowledge, the consummation of the
                    transaction contemplated herein will not
                    result in the resignation of any employee or
                    agent of the BUSINESS.  SELLER possesses no
                    written employment agreements with any of its
                    employees of the BUSINESS.  Seller is not a
                    party to any collective bargaining or union
                    agreement with respect to its employees.  All
                    employees of the BUSINESS may be terminated
                    at will without cost or liability to the
                    BUSINESS (except for terminated employees'
                    rights to file for statutory unemployment
                    compensation).

                    8.15  INCORRECT STATEMENTS.  SELLER agrees
                    that if prior to CLOSING it shall discover
                    that any representations, covenants and
                    warranties of SELLER contained in this
                    Agreement are incorrect, misleading or
                    erroneous, it shall promptly notify BUYER in
                    writing of such incorrect, misleading or
                    erroneous statement, and if same is
                    materially adverse to BUYER, in BUYER's
                    reasonable judgment, BUYER shall have the
                    right to terminate this Agreement and receive
                    back all deposit monies paid by BUYER.

                    8.16  ACCESS BY PUBLIC.  SELLER has not
                    received notice of and has no knowledge of
                    ongoing or contemplated road construction,
                    eminent domain proceedings or other
                    interference contemplated which would<PAGE>





                    adversely effect access to or enjoyment of
                    any of the SUBJECT PROPERTIES.

                    8.17  CORPORATE ACTIONS.  The Board of
                    Directors and Stockholders of SELLER have
                    approved this Agreement and the performance
                    thereof, and have authorized the execution
                    and delivery hereof.  On or prior to the
                    CLOSING, SELLER shall provide BUYER with
                    copies of the resolutions by its Stockholders
                    and Directors, authorizing this Agreement and
                    the transactions contemplated herein.

                    8.18  INVENTORY.  All of the inventory of the
                    BUSINESS to be transferred to the BUYER at
                    the CLOSING will consist of items which are
                    sellable in the ordinary course of business. 
                    Prior to the closing, SELLER shall remove any
                    defective and/or spoiled inventory items from
                    the SUBJECT PROPERTIES.

                    8.19  ADVERSE PUBLICITY.  SELLER has not
                    experienced any adverse publicity concerning
                    its operations with the general public in the
                    last twelve (12) month period which had or
                    might have a material adverse effect on any
                    of the BUSINESSES other than as set forth on
                    Schedule 8.19. 

                    8.20  INSURANCE EXPERIENCE.  Seller has not
                    experienced any adverse matters which would
                    adversely affect its experience rating under
                    insurance policies for future coverage by
                    BUYER.

                    8.21    OWNERSHIP.  Lanover Enterprises, Inc.
                    is the parent corporation of Asian
                    Restaurants International, Inc.  Asian
                    Restaurants International, Inc. is a parent
                    corporation of Kyoto West, Inc., Kyoto North,
                    Inc., Kyoto Restaurants, Inc. and Asian
                    Restaurants, Inc.

                    9.     REPRESENTATIONS AND WARRANTIES OF
                    BUYER.  BUYER represents, warrants, covenants
                    and agrees with SELLER that the following
                    statements, conditions and facts are true and
                    correct as of the date of this Agreement, and
                    shall continue to be true and correct as of
                    the date of CLOSING:

                    9.01  BUYER has the full power in accordance
                    with law to execute and perform this
                    Agreement and other documents required to be
                    executed and delivered by BUYER hereunder,
                    and the execution hereof and the performance<PAGE>





                    herein shall not create a default or
                    violation in any other agreement entered into
                    by BUYER.

                    9.02  The Board of Directors of BUYER has
                    approved this Agreement and the performance
                    thereof, and has authorized the execution and
                    delivery hereof.  On or prior to the CLOSING,
                    BUYER shall provide SELLER with copies of the
                    Resolution of its Board of Directors
                    authorizing this Agreement and the
                    transactions contemplated herein.

                    10.  CONDITIONS.

                    10.01  CONDITIONS TO BUYER'S OBLIGATION TO
                    CLOSE.  The obligations of BUYER under this
                    Agreement for each CLOSING are contingent
                    upon the existence or satisfaction of various
                    conditions, as hereinafter set forth.  If all
                    of the conditions do not exist or have not
                    been satisfied by the date of each CLOSING
                    (or as otherwise set forth with respect to
                    any specific condition), BUYER will have the
                    right to either:  (i) terminate this
                    Agreement by written notice to SELLER, in
                    which event all monies paid by BUYER shall be
                    returned to BUYER and thereafter the parties
                    shall be relieved of all further obligations
                    and liabilities hereunder; (ii) grant an
                    additional period of time to SELLER in which
                    to satisfy such conditions; or (iii) BUYER
                    may waive any condition and proceed to close
                    the transaction.  The parties shall cooperate
                    with each other with respect to the
                    satisfaction of all conditions; shall not
                    prevent or hinder the satisfaction of any
                    conditions; and the party responsible for the
                    satisfaction of any condition shall proceed
                    with due diligence and use such party's best
                    efforts to satisfy such condition.  The
                    conditions upon which this Agreement is
                    contingent are as follows:

                    10.01.1  CONSENT TO ASSIGNMENT OF BUSINESS
                    LEASES.  The landlords under the Real
                    Property Leases for the Dearborn Location and
                    the Boston Location shall  have consented in
                    writing to the assignment of such leases to
                    BUYER upon the same terms and conditions as
                    SELLERS current leases for such locations,
                    and shall provide an estoppel certificate
                    attesting to the good standing of such
                    leases, the current monthly rental amount,
                    and any deposits paid thereunder. 
                    Notwithstanding the foregoing, the landlord<PAGE>





                    under the Real Property Lease for the Boston
                    Location shall agree to consent to allow
                    BUYER to provide annual financial statements
                    for the lease year defined therein to be
                    certified by BUYER's Chief Financial Officer
                    instead of certified by independent certified
                    public accountants for the lease year.

                    10.01.2  CONSENT TO ASSIGNMENT OF EQUIPMENT
                    LEASES.  The lessors of the Equipment Leases
                    set forth on Schedule 5.01.2 shall have
                    consented to the assignment of the EQUIPMENT
                    LEASES to BUYER on the same terms and
                    conditions as SELLER's EQUIPMENT LEASES.

                    10.01.3  LICENSES.  With respect to the
                    CLOSING for the BUSINESS located in
                    Massachusetts, BUYER shall have been able to
                    obtain all food and beverage licenses, and
                    such other governmental permits as shall be
                    necessary to enable BUYER to operate the
                    BUSINESS serving food and alcoholic beverages
                    to the general public as is conducted by
                    SELLER.  With respect to the CLOSING for the
                    BUSINESSES located in Michigan, BUYER shall
                    have been able to obtain all food, licenses,
                    and such other governmental permits as shall
                    be necessary to enable BUYER to operate such
                    BUSINESSES serving food to the general public
                    as is conducted by SELLER.

                    10.01.4  OBLIGATIONS OF SELLER.  All of the
                    obligations of SELLER and the documents
                    required to be obtained and/or furnished by
                    SELLER shall have been performed, obtained
                    and furnished within the time period required
                    pursuant to the terms of this Agreement, and
                    time is of the essence with respect to such
                    obligations.

                    10.01.5  COMPLIANCE WITH AGREEMENT.  All of
                    the terms and conditions of this Agreement to
                    be complied with and performed by SELLER on
                    or before the closing date, including the
                    delivery to BUYER of all schedules, documents
                    and instruments required to be delivered,
                    shall have been complied with and performed.

                    10.01.6  REPRESENTATIONS AND WARRANTIES.  All
                    representations and warranties of SELLER
                    shall be deemed to have been made again on
                    the closing date and shall then be true and
                    correct.  There shall have been no materially
                    adverse change in the financial condition or
                    the operations of SELLER.<PAGE>





                    10.01.7  COVENANT NOT TO COMPETE.  SELLER and
                    BARCLAY HENDERSON, shall have entered into an
                    Agreement Not to Compete as provided for in
                    Section 11 below.

                    10.01.8  LEASES FOR TROY LOCATION AND
                    FARMINGTON LOCATION.  BARCLAY HENDERSON shall
                    have entered into leases for the Troy
                    Location and Farmington Location as provided
                    for in Sections 7.01 and 7.02 above.

                    10.01.9  MANAGEMENT AGREEMENT.  With respect
                    to the CLOSING for the BUSINESSES located in
                    Michigan, the parties shall have entered into
                    a Management Agreement for the operation of
                    SELLER's beverage licenses until all
                    appropriate governmental approvals for the
                    transfer of such licenses from SELLER to
                    BUYER are obtained.

                    10.02  CONDITIONS TO SELLER'S OBLIGATION TO
                    CLOSE.  The obligations of SELLER under this
                    Agreement for each CLOSING are contingent
                    upon the existence or satisfaction of various
                    conditions, as hereinafter set forth.  If all
                    of the conditions do not exist or have not
                    been satisfied by the date of CLOSING (or as
                    otherwise set forth with respect to any
                    specific condition), SELLER will have the
                    right to either:  (i) terminate   this
                    Agreement by written notice to BUYER, in
                    which event all monies paid by BUYER shall be
                    returned to BUYER and thereafter the parties
                    shall be relieved of all further obligations
                    and liabilities hereunder; (ii) grant an
                    additional period of time to BUYER in which
                    to satisfy such conditions; or (iii) SELLER
                    may waive any condition and proceed to close
                    the transaction.  The parties shall cooperate
                    with each other with respect to the
                    satisfaction of all conditions; shall not
                    prevent or hinder the satisfaction of any
                    conditions; and the party responsible for the
                    satisfaction of any condition shall proceed
                    with due diligence and use such party's best
                    efforts to satisfy such condition.  The
                    conditions upon which this Agreement is
                    contingent are as follows:

                    10.02.1  REAL PROPERTY LEASES.  BUYER shall
                    have entered into lease assignments and the
                    leases as provided for in Section 7 above.

                    10.02.2  AGREEMENT NOT TO COMPETE.  BUYER
                    shall have entered into an Agreement Not to<PAGE>





                    Compete with SELLER and BARCLAY HENDERSON as
                    provided for in section 11 below.

                    10.02.3  OBLIGATIONS OF BUYER.  All of the
                    obligations of BUYER and the documents
                    required to be obtained and/or furnished by
                    BUYER shall have been performed, obtained and
                    furnished within the time period required
                    pursuant to the terms of this Agreement, and
                    time is of the essence with respect to such
                    obligations.

                    10.02.4  COMPLIANCE WITH AGREEMENT.  All of
                    the terms and conditions of this Agreement to
                    be complied with and performed by any party
                    on or before the closing date, including the
                    delivery to SELLER or BUYER of all schedules,
                    documents and instruments required to be
                    delivered, shall have been complied with and
                    performed.

                    10.02.5  REPRESENTATIONS AND WARRANTIES.  All
                    representations and warranties of BUYER shall
                    be deemed to have been made again on the
                    closing date and shall then be true and
                    correct.

                    11.       AGREEMENT NOT TO COMPETE.  At the
                    CLOSING for the BUSINESSES located in
                    Michigan, SELLER and BARCLAY HENDERSON shall
                    agree in writing that they will not
                    individually or collectively as a member of a
                    partnership, sole proprietorship, corporation
                    or other entity or as a consultant, manager,
                    advisor, lender, guarantor or in any other
                    capacity, either directly or indirectly,
                    engage in the same or similar business as is
                    presently engaged in by SELLER for a term of
                    five (5) years within a one hundred (100)
                    mile radius of any present or future
                    restaurant location established by BUYER or
                    THE SAMURAI, INC. or its subsidiaries.  For
                    purposes of the Agreement, the "same or
                    similar business" shall mean any Asian or
                    Japanese themed restaurant.

                    Such Agreement Not to Compete shall provide
                    that SELLER and BARCLAY HENDERSON shall
                    provide reasonable consultation services with
                    regard to prior operations and policies of
                    the BUSINESS to the BUYER for a period of
                    sixty (60) months, and they shall each agree
                    to hold in confidence all trade secrets and
                    confidential information relating to the
                    operation of the BUSINESS.<PAGE>





                    Such Agreement Not to Compete shall provide
                    for compensation of FOUR HUNDRED THOUSAND AND
                    NO/100 DOLLARS ($400,000.00) to BARCLAY
                    HENDERSON payable in equal monthly
                    installments over a period of sixty (60)
                    months.  Payment of such consideration shall
                    be guaranteed by RUDY'S RESTAURANT GROUP,
                    INC.  A copy of the Agreement Not To Compete
                    to be entered into at the time of CLOSING is
                    attached hereto as Exhibit "H".

                    12.     DOCUMENTS TO BE DELIVERED BY SELLER.  

                    12.01  At the CLOSING, SELLER shall deliver
                    the following documents to BUYER for the
                    ASSETS being transferred:

                    12.01.1  A bill of sale, dated as of the
                    CLOSING, covering all of the personal and
                    tangible property to be transferred,
                    transferring all right, title and interest in
                    such personal and tangible property to BUYER,
                    and containing the usual warranties and
                    affidavit of title.  A copy of the form Bill
                    of Sale to be executed at the time of each
                    CLOSING is attached hereto as Exhibit "I".

                    12.01.2  Assignments, dated as of the
                    CLOSING, of SELLER's occupational, beverage,
                    and other operating Licenses. 

                    12.01.3  Assignments of the EQUIPMENT LEASES.

                    12.01.4  Assignments of the SERVICE
                    CONTRACTS.

                    12.01.5  Assignments for all trade names and
                    service marks, and any applications with
                    respect thereto. 

                    12.01.6  Minutes of the Board of Directors of
                    SELLER and the SHAREHOLDERS of SELLER
                    authorizing the consummation of this
                    transaction.

                    12.01.7  The Agreement Not to Compete of
                    Seller and BARCLAY HENDERSON as provided for
                    in Section 11 above. 

                    12.01.8  New leases for the Troy Location and
                    the Farmington Hills Location as provided for
                    in Sections 7.01 and 7.02 above, together
                    with terminations of the existing Leases for
                    such location.<PAGE>





                    12.01.9  Assignment of Leases for the Boston
                    Location and the Dearborn Location together
                    with the Landlord's written consent for such
                    assignments and estoppel letters indicating
                    the status of such leases.

                    12.01.10 A No-Lien Affidavit of the Seller
                    indicating the absence of liens or
                    encumbrances against the ASSETS AND SUBJECT
                    PROPERTIES and a statement that no work has
                    been performed at the SUBJECT PROPERTIES
                    which would entitle anyone to file a lien for
                    services or work performed as a result of
                    transactions occurring prior to the CLOSING. 
                    The form of the No Lien Affidavit to be
                    executed at the time of CLOSING is attached
                    hereto as Exhibit "J". 

                    12.01.11 Assignments for the Name "Kyoto
                    Japanese Restaurants," and all
                    telephone/telecommunication numbers, post
                    office boxes and addresses used by SELLER in
                    the BUSINESS.

                    12.01.12  The Management Agreement for the
                    beverage licenses of the BUSINESSES located
                    in Michigan, a copy of which is attached
                    hereto as Exhibit "K".

                    12.01.13 All other documents and instruments
                    expressly or impliedly required by the terms
                    of this Agreement.

                    Simultaneously with the delivery of such
                    documents provided for above, SELLER will
                    take all such steps as may be requisite to
                    put BUYER in actual possession, operation and
                    control of the properties, ASSETS and
                    BUSINESS to be transferred hereunder.

                    Subsequent to the date of CLOSING, and at the
                    request of BUYER, SELLER will execute and
                    deliver to BUYER such other instruments of
                    conveyance and transfer and take such other
                    action as BUYER may reasonably require to 
                    more effectively convey, transfer to, invest
                    in BUYER, and to put the BUYER in possession
                    of, any of the properties or assets to be
                    conveyed, transferred and delivered to BUYER
                    hereunder.

                    12.02  At the CLOSING, BUYER shall deliver
                    the following documents to SELLER:     

                    12.02.1 Minutes of the Board of Directors of
                    BUYER authorizing the transactions hereunder.<PAGE>





                    12.02.2 The Promissory Note of BUYER is
                    provided for in Section 3.03 guaranteed by
                    RUDY'S RESTAURANT GROUP, INC. 

                    12.02.3 The Security Agreement and Chattel
                    Mortgage as provided for in Section 3.03.

                    12.02.4 UCC-1 Financing Statements to perfect
                    SELLER'S interest in the Security Agreement
                    and Chattel Mortgage.

                    12.02.5 The cash sum required to be paid
                    pursuant to Section 3.04

                    12.02.6 Assumption of obligations arising
                    under the real property leases for the Boston
                    Location and the Dearborn Location.

                    12.02.7 The guaranty by RUDY'S RESTAURANT
                    GROUP, INC. for the payment of rent falling
                    due under the real property leases for the
                    Troy Location and the Farmington Hills
                    Location.

                    12.03  All documents to be provided by the
                    parties to the other at the time of CLOSING
                    shall be subject to the reasonable approval
                    of all legal counsel of the parties. 

                    13.     CASUALTY.  SELLER assumes all risk of
                    destruction, loss or damage due to fire or
                    other casualty up to the date of CLOSING.  If
                    the destruction, loss or damage is such that
                    the BUSINESS of SELLER being transferred is
                    interrupted or curtailed then BUYER shall
                    have the right, at its option, to terminate
                    this Agreement.  If BUYER elects to terminate
                    this Agreement, BUYER shall receive a return
                    of the deposit paid hereunder and the rights
                    of BUYER and SELLER under this Agreement
                    shall thereupon terminate.  If the
                    destruction, loss or damage is such that the
                    BUSINESS of SELLER is neither interrupted nor
                    curtailed or in the event BUYER does not
                    elect to terminate this Agreement following a
                    casualty, the purchase price shall be
                    adjusted at the CLOSING to reflect the costs
                    to repair or replace assets affected by such
                    destruction, loss or damage.

                    14.     INSPECTION OF SUBJECT PROPERTIES AND
                    SELLER'S BOOKS AND RECORDS.  From and after
                    the date of the execution of this Agreement
                    by all parties, SELLER shall arrange for and
                    provide BUYER and BUYER's advisors free and
                    full access to the SUBJECT PROPERTIES,<PAGE>





                    properties, books and records of SELLER and
                    allow copies to be made in order that BUYER
                    may have full opportunity to make whatever
                    investigation it shall desire of the affairs
                    of SELLER, provided that the investigation
                    shall not unreasonably interfere with the
                    operations of SELLER.  In the event BUYER is
                    not satisfied with its investigations, for
                    whatever reasons, then BUYER may terminate
                    this Agreement and receive back the entire
                    deposit paid upon sending written notice to
                    the parties, and each party shall thereafter
                    have no liability with respect to the other
                    hereunder.  Such decision to terminate this
                    Agreement on behalf of BUYER shall be made
                    and sent to SELLER on or before thirty (30)
                    days after the date this Agreement is
                    executed by all parties.  The parties
                    acknowledge the BUYER shall be permitted to
                    obtain audited statements for the BUSINESSES
                    of SELLER being transferred herein for the
                    years 1993, 1994 and 1995.  Accordingly, for
                    a period of 120 days following the CLOSING of
                    each BUSINESS, BUYER shall be entitled to
                    access to the records of SELLER pertaining to
                    the BUSINESSES transferred, as such access
                    existed prior to the CLOSING.

                    15.     INDEMNIFICATION.

                    15.01  SELLER shall, and hereby agrees to,
                    indemnify and hold BUYER harmless at all
                    times from and after the closing date against
                    and in respect to any damages, as hereinafter
                    defined.  Damages, as used herein, shall
                    include any claims, actions, demands, losses,
                    costs, expenses, liabilities (joint or
                    several), penalties and damages, including
                    counsel fees incurred in investigating or in
                    attempting to avoid the same or oppose the
                    imposition thereof, resulting to BUYER from:

                    15.01.1  Any materially inaccurate
                    representation made by SELLER as specified in
                    this Agreement;

                    15.01.2  Breach of any of the material
                    warranties made by SELLER as specified in
                    this Agreement;

                    15.01.3  Breach or default in the performance
                    by SELLER of any of the material covenants or
                    agreements to be performed by them as
                    specified in this Agreement; and<PAGE>





                    15.01.4  Any debts, claims, liabilities or
                    obligations of SELLER, whether accrued,
                    absolute, contingent or otherwise, due or to
                    become due against the BUSINESS being
                    transferred pursuant hereto, resulting from
                    SELLER's actions taken prior to their
                    transfer to BUYER.

                    BARCLAY HENDERSON hereby agrees to indemnify
                    and hold BUYER harmless at all times from and
                    after the CLOSING date against and in respect
                    of any damages arising under Section 15.01.4.

                    BUYER shall give notice to SELLER and BARCLAY
                    HENDERSON of the assertion of any claim, the
                    arising of any matter, or the happening of
                    any event to which this covenant of
                    indemnification is applicable.  SELLER and
                    BARCLAY HENDERSON shall have, at their
                    election, the right to satisfy, compromise or
                    defend any such matter through counsel of
                    their own choosing and notice of such action
                    shall be provided to BUYER within ten (10)
                    days after having received notice of the
                    claim from BUYER.  Such notice and
                    opportunity to satisfy, compromise or defend
                    shall be a condition precedent to any
                    liability of SELLER and BARCLAY HENDERSON
                    under this indemnification provision.  As
                    long as SELLER and/or BARCLAY HENDERSON take
                    such actions as shall be necessary to hold
                    BUYER harmless from such claim, matter or
                    event, and the defense or contest thereof
                    does not interfere with the operations of
                    BUYER's BUSINESS, then SELLER and BARCLAY
                    HENDERSON shall be considered in compliance
                    with the provisions of this section.  In the
                    event SELLER and BARCLAY HENDERSON do not
                    undertake to satisfy, compromise, defend or
                    remedy such asserted liability or default,
                    and hold BUYER harmless from any damages with
                    respect thereto, then BUYER shall have the
                    right, in addition to any actions permitted
                    by law, to set off from the next payment or
                    payments falling due under the Promissory
                    Notes and/or Agreement Not to Compete
                    executed pursuant hereto an amount equal to
                    the costs and expenses paid by BUYER as a
                    result of such breach.  Any amount so
                    withheld shall be finally adjusted between
                    BUYER and SELLER upon final resolution in the
                    matter giving rise to the setoff.  In the
                    event there is a dispute between BUYER and
                    SELLER with respect to the amount of any
                    setoff under the provisions of this Section
                    15.01, such dispute shall be settled by<PAGE>





                    binding arbitration between the parties under
                    the rules as the American Arbitration
                    Association to be held in Dade County,
                    Florida.

                    15.02  Following the CLOSING for each of the
                    applicable BUSINESSES, BUYER shall hold
                    SELLER harmless from any and all claims and
                    liabilities relating to obligations assumed
                    by BUYER and from all obligations and
                    liabilities incurred by BUYER with respect to
                    the BUSINESSES transferred to BUYER which are
                    asserted against SELLER and BUYER will
                    indemnify SELLER from any payments, loss or
                    other damages suffered, including costs and
                    expenses in defending same, inclusive of
                    reasonable attorney's fees, court costs and
                    costs of appeal in connection with such
                    liabilities and obligations of BUYER.

                    16.     BROKER/FINDER.  BUYER and SELLER
                    represent that neither has incurred any
                    obligation to pay any commission, finder's
                    fee or similar charge in connection with the
                    transactions provided for in this Agreement. 
                    Each of the parties will indemnify and hold
                    the other harmless from and against any loss,
                    liability or damage, including expenses
                    arising out of any claim for any other
                    commission, fee or charge by reason of
                    services alleged to have been rendered to, or
                    at the insistence of, such party.

                    17.     EXPENSES.  Each party hereto will pay
                    the expenses incurred by it in connection
                    with the preparation of and entering into
                    this Agreement, including counsel fees and
                    expenses of their representatives, whether or
                    not the transactions contemplated by this
                    Agreement are consummated.  At the CLOSING,
                    BUYER shall satisfy the cost of recording
                    UCC-1 Financing Statements at the county and
                    state levels.  Notwithstanding the foregoing,
                    each of the parties agrees to equally share
                    the costs of legal and professional fees and
                    expenses of transferring the beverage
                    licenses of the BUSINESSES being sold.  In
                    this connection, the parties acknowledge that
                    if the law firm of CHANDLER, BUJOLD &
                    CHANDLER is retained for legal services in
                    connection with the beverage license
                    transfers of SELLER to BUYER in the State of
                    Michigan, the parties also acknowledge such
                    law firm will serve as general Michigan
                    counsel for SELLER and BARCLAY HENDERSON. 
                    The parties waive any such conflict with<PAGE>





                    respect to such firm's joint representation
                    of the parties with respect to the beverage
                    license transfers in Michigan, and such
                    representation for the beverage license
                    transfers shall not preclude such firm from
                    representation of SELLER and BARCLAY
                    HENDERSON following the CLOSING in any manner
                    with respect to this Agreement or any of the
                    documents executed in connection herewith.

                    18.     NO SOLICITATION.  The SELLER and
                    BARCLAY HENDERSON agree not to solicit,
                    encourage or entertain any inquiries or
                    proposals with respect to, or furnish any
                    information relating to or participate in any
                    negotiations or discussions concerning an
                    acquisition or purchase of any portion of the
                    ASSETS or capital stock of the SELLER other
                    than as contemplated by this Agreement.  The
                    SELLER and BARCLAY HENDERSON will notify
                    BUYER immediately if (a) any inquiries or
                    proposals are received by them; (b)
                    information is requested from them; or (c)
                    negotiations or discussions are sought to be
                    initiated by any third party.  SELLER agrees
                    to cause its employees and agents to comply
                    with the provisions of this Agreement.

                    19.     SURVIVAL OF REPRESENTATIONS.  All
                    representations, warranties, indemnifications
                    and agreements of the parties contained in
                    this Agreement shall not be discharged or
                    dissolved upon, but shall survive, the
                    CLOSING, and shall be unaffected by any
                    investigation made by any party at any time.

                    20.     NOTICES.  All notices given under any
                    of the provisions of this Agreement shall be
                    deemed to have been duly given if mailed by
                    registered or certified mail, return receipt
                    requested, as follows:




                    20.01   If to SELLER:  
                                c/o MR. BARCLAY HENDERSON
                                ASIAN RESTAURANTS
                                 INTERNATIONAL, INC.
                                 Point West Place
                                 111 Speen Street, Suite 405
                                 Framingham, Massachusetts
                                 01701-4618

                      Copy to:       JOHN J. MADDEN, ESQ.
                                       HEMENWAY & BARNES<PAGE>





                                       60 State Street
                                      Boston, Massachusetts 02109

                    20.02    If to BUYER:   
                            c/o RUDY'S RESTAURANT GROUP, INC.
                            Attention:  Douglas M. Rudolph,
                                        President
                            11900 Biscayne Boulevard, 
                            Suite 806
                           Miami, Florida 33181

                          Copy to:  GREGORY J. BLODIG, ESQ.
                                    GREENSPOON, MARDER,
                                     HIRSCHFELD & RAFKIN, P.A.
                                    100 West Cypress Creek Road,
                                     Suite 700       
                                    Fort Lauderdale, Florida
                                    33309

                    or to such other addresses the parties have
                    been notified of in writing. 

                    21.     DEFAULT.
                    21.01  BUYER'S DEFAULT.  In the event of any
                    breach by BUYER, (except for failure to close
                    as permitted herein) the parties acknowledge
                    it would be impossible to ascertain the
                    amount of damages suffered by SELLER and,
                    therefore, the parties agree that in the
                    event there is such a breach, SELLER may
                    elect:

                    (i) to have the deposit paid to and accepted
                    by SELLER as liquidated damages and as
                    SELLER's sole and exclusive remedy, and each
                    of the parties shall thereafter be released
                    of any further liability or responsibility
                    hereunder; or

                    (ii) if and only if the BUYER arbitrarily
                    refuses to close this transaction, and such
                    refusal is not based upon a material adverse
                    change in the financial or operational
                    condition of BUYER, to pursue specific
                    performance under this Agreement against
                    BUYER.

                    21.02  BY SELLER.  The parties agree that in
                    the event SELLER shall default or not satisfy
                    the conditions of CLOSING under the SELLER's
                    control under the terms of this Agreement,
                    then, at BUYER's option, BUYER shall have the
                    right to:<PAGE>





                    (i)  pursue all legal remedies available to
                    BUYER, for the right of specific performance
                    of this Agreement; or

                    (ii) elect to receive a return of BUYER's
                    deposit plus FIFTY THOUSAND AND NO/100
                    DOLLARS ($50,000.00) from SELLER as
                    liquidated damages and each of the parties
                    shall thereafter be released of any further
                    liability or responsibility hereunder.

                    22.     ENTIRE AGREEMENT.  This Agreement,
                    together with its exhibits attached hereto
                    and to be attached hereto, constitutes the
                    entire agreement between the parties.  None
                    of the terms, conditions or provisions
                    contained in this Agreement may be changed,
                    modified or deleted, except by an instrument
                    executed by the parties.

                    23.     PASSING OF TITLE.  Legal title,
                    equitable title and risk of loss with respect
                    to the property and rights to be transferred
                    hereunder shall pass to BUYER on the CLOSING,
                    and risk of loss and opportunity for profit
                    with respect to the operation of the business
                    of SELLER shall pass to BUYER as of the
                    CLOSING.

                    24.     BINDING EFFECT.  This Agreement shall
                    be binding upon and shall inure to the
                    benefit of the respective parties and their
                    successors, assigns, heirs and personal
                    representatives.  This Agreement may be
                    assigned by BUYER to any subsidiary of RUDY'S
                    RESTAURANT GROUP, INC. or any subsidiary of
                    THE SAMURAI, INC.  Except as permitted, this
                    Agreement may not be assigned by any party
                    without the written consent of the other.

                    25.     BUSINESS DAY.  Whenever an event is
                    to take place or action is to be taken within
                    a certain number of days pursuant to this
                    agreement, and a day that such event is to
                    occur or action is to be taken is a non-
                    business day, the event shall occur or action
                    shall be taken on the next business day.  For
                    purposes of this section, the term "business
                    day" shall mean any day other than a
                    Saturday, Sunday or a day which is a
                    statutory holiday under the laws of the State
                    of Florida.

                    26.     DATE OF AGREEMENT.  The date of this
                    Agreement shall be the date this Agreement is
                    executed by the party last executing same.<PAGE>





                    27.     GOVERNING LAW.  This Agreement shall
                    be governed by and construed in accordance
                    with the laws of the State of Florida. The
                    parties agree that any legal proceedings
                    brought by either party in connection with or
                    arising out of this Agreement shall be
                    brought in Dade County, Florida. 
                    Notwithstanding the foregoing, the Confession
                    of Judgment Agreements provided for in
                    Section 3.03 shall be governed and construed
                    in accordance with the laws of the State of
                    Massachusetts, and may be entered or enforced
                    in the State of Massachusetts; and the real
                    property leases being assigned or granted to
                    BUYER shall be governed by and construed in
                    accordance with the laws where the subject
                    property thereof is located.

                    28.     ATTORNEYS' FEES.  In the event either
                    party shall be forced to enforce this
                    Agreement, whether or not through litigation,
                    the prevailing party shall be entitled to
                    receive reasonable attorneys' fees and all
                    costs incurred in connection with such
                    enforcement, including fees and costs of
                    appeal.

                    29.     FURTHER COOPERATION.  From and after
                    the date of this Agreement, each of the
                    parties hereto agrees to execute whatever
                    additional documentation or instruments as
                    are necessary to carry out the intent and
                    purposes of this Agreement. 

                    30.     WAIVER.  No indulgences expended by
                    any party hereto or any other party shall be
                    construed as a waiver of any breach on the
                    part of such other party, nor shall any
                    waiver of one breach be construed as a waiver
                    of any rights or remedies with respect to any
                    subsequent breach.

                    31.     PUBLICITY.  SELLER agrees not to
                    issue any announcements or press releases
                    with respect to this transaction without
                    first having obtained the prior written
                    consent of BUYER.  It is acknowledged that
                    BUYER is an affiliate of a public company and
                    accordingly BUYER and/or its affiliates shall
                    be permitted to issue such announcements and
                    press releases related to this transaction as
                    it shall deem necessary or desirable;
                    provided SELLER has been given at least three
                    (3) business days notice for comments on such
                    proposed announcement or press release.<PAGE>





                    32.     GENDER.  Wherever the context shall
                    require, all words herein in any gender shall
                    be deemed to include either the masculine,
                    feminine or neuter gender.  All singular
                    words shall include the plural, and all
                    plural shall include the singular.

                    33.     LIQUIDATION.  SELLER and Barclay
                    Henderson each agree that until the
                    Promissory Notes of BUYER are satisfied in
                    full, Lanover Enterprises, Inc. and Asian
                    Restaurants International, Inc. will not be
                    liquidated.

                    34.     ESCROW PROVISIONS.  The  Escrow Agent
                    shall hold the amounts deposited by the BUYER
                    (including interest earned thereon) and shall
                    deliver such amounts to the SELLER  at the
                    CLOSING of this transaction, unless otherwise
                    provided for in this Agreement. The Escrow
                    Agent shall not be responsible for the
                    genuineness of any certificate, notice,
                    signature or other document and may rely
                    conclusively upon and shall be protected in
                    acting upon any notice, affidavit, request,
                    consent or other instrument for
                    communications believed by it in good faith
                    to be properly made.  The Escrow Agent shall
                    not be responsible or liable for any act or
                    omission on its part in the performance of
                    its duty as Escrow Agent under this Agreement
                    except if such act or omission constitutes
                    bad faith, gross negligence or fraud.  In the
                    event the BUYER shall terminate this
                    Agreement as permitted herein, or the
                    conditions precedent to a CLOSING of this
                    transaction shall not have been satisfied,
                    the Escrow Agent shall return to the BUYER
                    all amounts deposited with the Escrow Agent
                    (including any interest earned thereon)
                    should BUYER so request.  In the event of any
                    dispute between the parties hereto, the
                    Escrow Agent shall be entitled to deposit the
                    amounts held in escrow with any competent
                    court serving Dade County, Florida, and upon
                    such deposit, shall be relieved of all
                    obligations and liabilities hereunder.  The
                    Escrow Agent shall be entitled to be
                    reimbursed for reasonable attorneys' fees and
                    court costs incurred in connection with the
                    filing of any interpleader action pursuant to
                    the provisions of this Agreement.

                    35.      COUNTERPARTS.  This Agreement may be
                    executed in counterparts.<PAGE>





                         IN WITNESS WHEREOF, BUYER has duly
                    executed this Agreement on the 27 day of
                    December, 1995.

                                        BUYER:  
                                        MAXWELL'S INTERNATIONAL,
                    INC.,
                                        a Delaware corporation

                                   By: /s/ Marie G. Peterson
                                  __________________________
                                   Marie G. Peterson, 
                                   as Vice President

                     IN WITNESS WHEREOF, SELLER has duly executed
                    this Agreement on the 26 day of December,
                    1995.

                                         SELLER:

                                 ASIAN RESTAURANTS
                                 INTERNATIONAL, INC., a
                    corporation organized under the laws of the
                            State of Massachusetts


                           By:  /s/ Barclay Henderson
                          _____________________________
                         Barclay Henderson, its
                          President

                     KYOTO WEST, INC., a Michigan
                       corporation

                      By: /s/ Barclay Henderson
                       ____________________________
                       Barclay Henderson, its
                        President

                        KYOTO NORTH, INC., a Michigan
                              corporation


                     By: /s/ Barclay Henderson
                    _____________________________
                       Barclay Henderson, its
                          President

                     KYOTO RESTAURANTS, INC., a
                      Michigan corporation

                     By: /s/ Barclay Henderson
                       __________________________
                        Barclay Henderson, its
                         President<PAGE>





                     ASIAN RESTAURANTS, INC., a
                           Massachusetts corporation

                      By:/s/ Barclay Henderson
                        _________________________
                        Barclay Henderson, its
                             President


                      <PAGE>





                                               JOINDER
                                               -------

                         The undersigned hereby executes this
                    Agreement to acknowledge his duties and
                    responsibilities contained herein, and agrees
                    to be bound by the terms and conditions
                    contained herein where appropriate.

                                      /s/ Barclay Henderson 
                                    _________________________
                                          BARCLAY HENDERSON




                                          DEPOSIT RECEIPT
                                           ---------------
                         The undersigned acknowledges as of this
                    ______ day of December, 1995, as Escrow
                    Agent, receipt of the sum of TEN THOUSAND AND
                    NO/100 DOLLARS ($10,000.00) (subject to
                    clearance), representing the deposit to be
                    held by the undersigned as provided for in
                    the foregoing Asset Purchase and Sale
                    Agreement pursuant to the terms of the
                    agreement.


                                                          
                    By:____________________________________
                        Escrow Agent<PAGE>





                                               LIST OF SCHEDULES
                                               -----------------




                    Schedule 1.01.2
                    ---------------
                    List of Tangible Personal Property by each
                    Location *

                    Schedule 2.01
                    -------------
                    Allocation of Purchase Price

                    Schedule 5.01.1
                    ---------------
                    List of Telephone Numbers and Directory
                    Advertising Contracts *

                    Schedule 5.01.2
                    ---------------
                    List of Equipment Leases at Each Location *

                    Schedule 5.01.3
                    ---------------
                    Description of Real Property Lease for Boston
                    Location *

                    Schedule 5.01.4
                    ---------------
                    Description of Real Property Lease for
                    Dearborn Location *

                    Schedule 5.01.5
                    ---------------
                    Description of Real Property Leases for Troy
                    Location and Farmington Location*

                    Schedule 5.01.7
                    ---------------
                    List of Service Contracts for Each Location *

                    Schedule 8.03
                    -------------
                    List of Financial Statements and Information
                    Provided by Seller *

                    Schedule 8.09
                    -------------
                    List of Licenses and Permits *

                    Schedule 8.19
                    -------------
                    Adverse Publicity *<PAGE>





                    * The parties shall jointly prepare and
                    mutually agree upon the List of Schedules,
                    which shall be completed and attached to the
                    Agreement within two weeks from the date of
                    the Agreement.<PAGE>





                                                 LIST OF EXHIBITS
                                                 ----------------


                    A  -  Promissory Note.

                    B  -  Security Agreement and Chattel
                    Mortgage.

                    C  -  (Intentionally Deleted.)

                    D  -  New Troy Location Lease. *

                    E  -  New Farmington Hills Lease. *

                    F  -  Assignment and Assumption Agreement for
                    Boston Lease. *

                    G  -  Assignment and Assumption Agreement for
                    Dearborn Lease. *

                    H  -  Agreement Not To Compete.

                    I  -  Bill of Sale. *

                    J  -  No Lien Affidavit. *

                    K  -  Management Agreement *



                    * The parties shall jointly prepare and
                    mutually agree upon the List of Exhibits,
                    which shall be completed and attached to the
                    Agreement within two weeks from the date of
                    the Agreement.<PAGE>