EQUIPMENT FINANCING AGREEMENT

                           Agreement #
                                       ---------------

FULL LEGAL NAME    George Pirgousis dba Floridino's Pizza & Pasta

BILLING ADDRESS    3560 Cypress Gardens Rd

CITY    Winter Haven             STATE   Florida              COUNTY
                                                                     -----------

CONTACT                                                 TELEPHONE# 941/326-1006
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QUANTITY      FULL DESCRIPTION OF COLLATERAL                         EQUIPMENT
              INCLUDING MODEL, SERIAL NUMBERS                          COST

              1995 Mitz FE 4 Gyturbo 5spd AC P5
              VIN JW6AKC1H5SL002896                                 $13,780.00

<TABLE>
<CAPTION>

COLLATERAL LOCATION (IF DIFFERS FROM BILLING ADDRESS)
<S>       <C>        <C>        <C>            <C>                   <C>
-------------------------------------                                INITIAL PAYMENT
STREET ADDRESS                                                       (CHECK FOR THIS AMOUNT MUST
                                                                     ACCOMPANY AGREEMENT)
---------------------------------------
CITY       STATE      ZIP       COUNTY                               FIRST PAYMENT          $440.96
                                                                     ADVANCED PMT.          $440.96
TERM OF LOAN               INITIAL PAYMENT      TOTAL OF             LOAN FEE               $195.00
AND PAYMENTS                DATE                PAYMENT
                                                                     TOTAL AMOUNT           $1,976,92
48 Payments of $440.96      _____, 19_____      $440.96              DUE
</TABLE>


                     TERMS OF EQUIPMENT FINANCING AGREEMENT

Debtor and Creditor agree as follows:

1. SECURITY INTEREST: Debtor hereby grants Creditor a security under the Uniform
Commercial Code in the above property (collectively the "Collateral" and
individually an "Item" or "Item of Collateral"). Such security interest is
granted to secure performance by Debtor of its obligations thereunder and under
any other present or future agreement with Creditor. Debtor shall insure that
such security interest is and shall remain a sole first lien security interest.

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2. PAYMENTS: Debtor shall repay creditor the above Total of Payments in the
number of monthly installments of the amount indicated above. The initial
installment payment shall be deemed due as of the date indicated above and
subsequent installment payments shall be due on the same day of each month
thereafter until paid. All other amounts due thereunder shall be due upon
Debtor's Receipt of Creditor's invoice therefor. Advance payments shall be
applied to the last installment payments in reverse order until exhausted;
provided that if there is a default, any payments under this agreement may be
applied to Debtor's obligations to Creditor in such order as Creditor chooses.

3. NO AGENCY. DEBTOR ACKNOWLEDGES THAT NO SUPPLIER OF AN ITEM OR INTERMEDIARY
NOR ANY AGENT OF EITHER THEREOF IS AN AGENT OF CREDITOR AND FURTHER THAT NONE OF
SUCH PARTIES IS AUTHORIZED TO WAIVE OR ALTER ANY ITEM OR CONDITION OF THIS
AGREEMENT. NO REPRESENTATION AS TO ANY MATTER BY ANY SUCH PARTY SHALL BIND
CREDITOR OR AFFECT DEBTOR'S DUTY TO PAY THE INSTALLMENT PAYMENTS AND PERFORM ITS
OTHER OBLIGATIONS THEREUNDER.

4.  NON CANCELABLE AGREEMENT; PREPAYMENT; NO OFFSET. THIS AGREEMENT
IS NON CANCELABLE BY DEBTOR FOR ANY REASON WHATSOEVER. DEBTOR MAY
REPAY THE INSTALLMENT PAYMENTS ONLY IN ACCORDANCE HEREWITH.  ALL
PAYMENTS THEREUNDER ARE TO BE MADE WITHOUT OFFSET.

5.  FINANCING: THIS AGREEMENT IS SOLELY A FINANCING AGREEMENT. CREDITOR
HAS HAD NO INVOLVEMENT IN THE SELECTION OR PURCHASE OF AND HAS MADE
AND HEREBY MAKES NO AGREEMENT, REPRESENTATION OR WARRANTY AS TO
ANY ITEM OF COLLATERAL.

SEE REVERSE SIDE FOR ADDITIONAL TERMS AND CONDITIONS WHICH ARE PART OF THIS
AGREEMENT.

This agreement is effective only upon execution by an authorized officer of
Creditor following Debtor's execution hereof, and upon execution Creditor shall
fund the equipment Cost/Advanced. Debtor hereby authorizes Creditor to Disburse
the Equipment Cost/Advance as indicated on the attached Disbursement
Authorization.

Creditor reserves the right to pay the applicable portion of the Equipment
Cost/Advance jointly to any party not specified in the preceding sentence with a
security interest in an item of Collateral.


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