Table of Contents & Auto Paragraph Numbering is used.  If you insert any 
new sections, please make sure you use the correct codes.ASSET PURCHASE 
AGREEMENT


DATED AS OF JULY 14, 1998

BY AND BETWEEN

CHOCK FULL O' NUTS CORPORATION

AND

PARK, L.P. 

TABLE OF CONTENTS


	Page
	RECITAL	  1

ARTICLE 1	PURCHASE AND SALE OF ASSETS	  1
	Section 1.1.	Assets	  1
	Section 1.2.	Excluded Assets	  2
	Section 1.3.	Limited Assumption of Liabilities	  3
	Section 1.4.	Licenses	  3
	Section 1.5.	Delivery of Equipment	  4

ARTICLE 2	CONSIDERATION AND MANNER OF PAYMENT	  4
	Section 2.1.	Purchase Price	  4
	Section 2.2.	Payment of Purchase Price	  5
	Section 2.3.	Determination of Inventory Cost Basis	  5
	Section 2.4.	Payment of Other Inventory Value	  6
	Section 2.5.	Payment of Finished Goods Value	  6
	Section 2.6.	Payment of Packaging Materials Value	  8
	Section 2.7.	Other Matters Regarding Inventory	 10
	Section 2.8.	Green Coffee Purchase Commitments	 10
	Section 2.9.	Calculation of Sysco Consideration	 11

ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF SELLER	 13
	Section 3.1.	Organization; Good Standing	 13
	Section 3.2.	Authorization	 13
	Section 3.3.	Transaction Not a Breach	 13
	Section 3.4.	No Brokers or Finders	 14
	Section 3.5.	Absence of Changes or Events	 14
	Section 3.6.	Personal Property	 14
	Section 3.7.	Contracts	 14
	Section 3.8.	Compliance with Applicable Laws	 15
	Section 3.9.	Licenses and Permits	 15
	Section 3.10.	Health, Safety and Environment	 15
	Section 3.11.	Employee Benefit Plans	 15
	Section 3.12.	Litigation	 16
	Section 3.13.	Products	 16
	Section 3.14.	Intellectual Property	 16
	Section 3.15.	Customer; Suppliers; Adverse Conditions	 16
	Section 3.16.	Warranties	 16
	Section 3.17.	Labor	 16
	Section 3.18.	Financial Statements	 17
	Section 3.19.	Inventory	 17
	Section 3.20.	Disclosure	 17

ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF BUYER	 17
	Section 4.1.	Company Organization	 17
	Section 4.2.	Authorization	 17
	Section 4.3.	Transaction Not a Breach	 18
	Section 4.4.	No Brokers or Finders	 18

ARTICLE 5	CLOSING	 18
	Section 5.1.	Closing	 18
	Section 5.2.	Deliveries by Seller	 18
	Section 5.3.	Deliveries by Buyer	 19

ARTICLE 6	INDEMNIFICATION	 20
	Section 6.1.	Indemnification by Seller	 20
	Section 6.2.	Indemnification by Buyer	 21
	Section 6.3.	Indemnification Procedure for Third Party Claims
	 21
	Section 6.4.	Failure to Give Timely Notice	 23
	Section 6.5.	Certain Limitations on Remedies	 23
	Section 6.6.	Fraud	 24
	Section 6.7.	No Set-Off	 24

ARTICLE 7	OTHER AGREEMENTS	 24
	Section 7.1.	Employees	 24
	Section 7.2.	Noncompetition	 25
	Section 7.3.	Assignment of Confidentiality Agreements	 26
	Section 7.4.	Collection of Accounts Receivable	 26

ARTICLE 8	MISCELLANEOUS	 26
	Section 8.1.	Notices	 26
	Section 8.2.	General Definitions	 27
	Section 8.3.	Entire Agreement	 28
	Section 8.4.	Counterparts	 28
	Section 8.5.	Third Parties	 28
	Section 8.6.	Expenses	 28
	Section 8.7.	Waiver	 28
	Section 8.8.	Survival	 29
	Section 8.9.	Governing Law	 29
	Section 8.10.	Assignments	 29
	Section 8.11.	Headings	 29
	Section 8.12.	Construction	 29
	Section 8.13.	Public Announcements	 29


	GLOSSARY OF DEFINED TERMS


"AC Humko"	Section 1.4
"Accountants"	Section 2.3(c)
"Adjusted MGC Price"	Section 2.8(c)(i)
"Affiliate"	Section 8.2
"Agreement"	Introduction
"Assets"	Section 1.1
"Assumed Contracts"	Section 1.1(e)
"Assumed Liabilities"	Section 1.3
"Audited Financial Statements"	Section 3.18
"Basket Exclusion"	Section 6.5(a)
"Business Unit"	Recital
"Business Unit Financials"	Section 3.18
"Buyer"	Introduction
"Buyer Indemnified Party"	Section 6.1
"CERCLA"	Section 8.2
"Closing"	Section 5.1
"Closing Date"	Section 5.1
"Customer Equipment"	Section 1.1(b)
"Defense Counsel"	Section 6.3(a)
"Defense Notice"	Section 6.3(a)
"Environmental and Safety Requirements"	Section 3.10(a)/8.2
"Equipment"	Section 1.1(c)
"Equipment Program Adjustment"	Section 2.9(d)
"Escrow Agreement"	Section 5.2(i)
"Estimated Finished Goods Value"	Section 2.2(a)
"Estimated Other Inventory Value"	Section 2.2(a)
"Estimated Packaging Goods Value"	Section 2.2(a)
"Excluded Assets"	Section 1.2
"Excluded Liabilities"	Section 1.3
"FG Escrow Amount"	Section 2.5(a)(i)(A)
"FG Overage Amount"	Section 2.5(a)(i)
"FG Value Excess"	Section 2.5(d)(i)
"Finished Goods Cost Basis"	Section 2.3(a)
"Finished Goods Inventory"	Section 2.3(a)
"Finished Goods Statement"	Section 2.5(b)
"Finished Goods Value"	Section 2.5(b)
"Fixed Green Coffee Price"	Section 2.8(a)
"GAAP"	Section 3.18
"Gilster"	Section 1.4
"Green Coffee Purchase Commitments"	Section 1.1(e)
"Green Coffee Statement"	Section 2.8(a)
"Hazardous Materials"	Section 8.2
"Indemnified Party"	Section 6.3(a)
"Indemnifying Party"	Section 6.3(a)
"Intellectual Property"	Section 1.1(f)
"Inventory"	Section 1.1(a)
"Inventory Locations"	Section 1.1(a)
"Inventory Statement"	Section 2.3(a)
"Licensees"	Section 1.4
"Licenses"	Section 1.4
"Liens"	Section 1.1
"Lockbox Documents"	Section 5.2(h)
"Losses"	Section 6.1
"Market Green Coffee Price"	Section 2.8(a)
"Material Adverse Effect"	Section 3.1
"Material Contracts"	Section 3.7
"ME Delivery Date"	Section 1.5(a)
"ME Notice"	Section 1.5(a)
"Non-Exclusive Proprietary Rights"	Section 1.4
"Other Inventory"	Section 2.3(a)
"Other Inventory Value"	Section 2.3(a)
"Packaging Materials Cost Basis"	Section 2.3(a)
"Packaging Materials Inventory"	Section 2.3(a)
"Packaging Materials Statement"	Section 2.6(b)
"Packaging Materials Value"	Section 2.6(b)
"Permitted Liens"	Section 8.2
"Person"	Section 8.2
"Pfingsten"	Section 7.2(a)
"PM Escrow Amount"	Section 2.6(a)(i)(A)
"PM Overage Amount"	Section 2.6(a)(i)
"PM Value Excess"	Section 2.6(d)(i)
"Post-Closing Sysco Volume"	Section 2.9(b)
"Pre-Closing Sysco Volume"	Section 2.9(a)
"Purchase Price"	Section 2.1
"RCRA"	Section 8.2
"Required Consents"	Section 3.7
"Restricted Business"	Section 7.2(a)
"Rules"	Section 3.3(a)
"Seller"	Introduction
"Seller Equipment Lease Receivables"	Section 1.2(vi)
"Seller Indemnified Party"	Section 6.2
"Sysco"	Section 1.1(d)
"Sysco Consideration"	Section 2.9(c)
"Sysco Equipment Lease Receivables"	Section 1.1(d)
"Term"	Section 7.2(a)
"Third Party Claim"	Section 6.3(a)
"Torbitt"	Section 1.4
"Torbitt Proprietary Rights"	Section 1.4
"Transaction Documents"	Section 1.3
"Transferred Employees"	Section 7.1(a)
"Transition Agreement"	Section 5.2(f)
"WARN"	Section 7.1(b)(iv)




	ASSET PURCHASE AGREEMENT


	THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of 
July 14, 1998, by and between CHOCK FULL O' NUTS CORPORATION, a New York 
corporation ("Buyer"), and PARK, L.P., an Illinois limited partnership 
("Seller").


	RECITAL

	WHEREAS,    Seller desires to sell to Buyer, and Buyer desires to 
purchase from Seller, substantially all of Seller's assets used in or 
relating to Seller's coffee, cappuccino, hot cocoa and leaf tea business 
(as more fully described in Section D of Seller's Confidential Offering 
Memorandum) which is operated at 511 Lake Zurich Road, Barrington, 
Illinois 60010 (the "Business Unit"), on the terms and conditions set 
forth herein.

	NOW, THEREFORE, in consideration of the mutual promises and 
agreements contained herein, and for other good and valuable 
consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereby agree as follows:



ARTICLE 1
PURCHASE AND SALE OF ASSETS

        Section 1.1.    Assets.  On the terms and subject to the conditions set
forth in this Agreement, at the Closing (as defined herein), Seller 
agrees to sell, transfer and deliver to Buyer, free and clear of all 
liens, mortgages, charges, security interests, pledges or other 
encumbrances or adverse claims or interests of any nature ("Liens"), 
other than Permitted Liens, and Buyer agrees to purchase from Seller, all 
of Seller's right, title and interest in and to the following assets used 
or held in connection with the Business Unit (other than Excluded Assets) 
(collectively the "Assets"):

		(a)	Inventory.  All inventory of the Business Unit (the 
"Inventory") which Inventory is located at the locations set forth on 
Schedule 1.1(a) (the "Inventory Locations");

		(b)	Equipment at Customers.  All equipment owned by Seller 
and located on the premises of any customer of Seller (but not including 
equipment relating to the Seller Equipment Lease Receivables as defined 
in Section 1.2(vi)), which equipment has been made available to such 
customer for use by such customer in its operations ("Customer 
Equipment");

		(c)	Equipment.  The equipment used in the operation of the 
Business Unit as set forth on Schedules 1.1(c)(1) and 1.1(c)(2) (the 
"Equipment");

		(d)	Sysco Equipment Lease Receivables.  All equipment lease 
receivables (the "Sysco Equipment Lease Receivables"), if any, due from 
Sysco Corporation ("Sysco");

		(e)	Contracts.  All purchase orders, customer commitments 
and allowances, advertising agreements, purchase commitments for green 
coffee (the "Green Coffee Purchase Commitments"), and other contracts or 
commitments relating to the Business Unit, which are set forth on 
Schedule 1.1(d) and all purchase orders, not exceeding $10,000 
individually or $150,000 in the aggregate, to be performed within three 
(3) months of the Closing Date relating to the Business Unit whether or 
not set forth on Schedule 1.1(d) (collectively, the "Assumed Contracts"). 
 Notwithstanding the foregoing, if any Green Coffee Purchase Commitments 
relate to green coffee which is accounted for as Other Inventory for the 
purposes of calculating the Other Inventory Value, such Green Coffee 
Purchase Commitment shall not be deemed to be an Assumed Contract for 
purposes of this Agreement;

		(f)	Intellectual Property.  The intellectual property, 
proprietary rights and related information set forth on Schedule 1.1(e) 
(the "Intellectual Property");

		(g)	all licenses and permits relating to the Business Unit 
and/or the Assets;

		(h)	the goodwill of the Business Unit;

		(i)	all claims against third parties relating to items 
included in the Assets, including, without limitation, unliquidated 
rights under manufacturer's and vendor's warranties; and

		(j)	all customer lists, supplier lists, production records 
and other records relating to the Business Unit.

	Section 1.2.	Excluded Assets.  Notwithstanding anything to the 
contrary herein, Seller shall not contribute, convey, assign, or transfer 
to Buyer, and Buyer shall not acquire, or make any payments or otherwise 
discharge any liability or obligation of Seller with respect to any 
assets (the "Excluded Assets") of Seller other than those specifically 
set forth in Section 1.1.  Without limiting the generality of the 
forgoing, unless specifically set forth in Section 1.1, the following 
shall constitute Excluded Assets:

		(i)	all assets, contracts and rights of Seller used by 
Seller primarily in connection with any line of business other than the 
Business Unit;

		(ii)	any tangible assets of Seller located at any location 
other than 511 Lake Zurich Road, Barrington, Illinois (except for (a) the 
Inventory located at the Inventory Locations, (b) any Customer Equipment, 
and (c) any Equipment listed on Schedules 1.1(c)(1) or 1.1(c)(2);

		(iii)	all cash, cash equivalents and securities of Seller;

		(iv)	all bank and other depository accounts of Seller;

		(v)	all accounts and notes receivable of Seller; 

		(vi)	the equipment lease receivables set forth on 
Schedule 1.2(vi) (the "Seller Equipment Lease Receivables") and the 
equipment relating to the Seller Equipment Lease Receivables.

		(vii)	AS/400 and Honeywell computer systems and corresponding 
software; 	

		(viii)	telephone system;

		(ix)	silos;

		(x)	the Obsolete Packaging Materials Inventory and the 
Obsolete Finished Good Inventory (as such terms are defined in 
Schedule 2.3(b)); and

		(xi)	all corporate records and minute books of Seller.

	Section 1.3.	Limited Assumption of Liabilities.  Notwithstanding 
anything to the contrary contained in this Agreement or any agreement, 
document, certificate or instrument being delivered pursuant to this 
Agreement (collectively, the "Transaction Documents"), and regardless of 
whether such liability is disclosed in this Agreement, in any of the 
Transaction Documents or on any Schedule hereto or thereto, Buyer will 
not assume, agree to pay, perform or discharge or in any way be 
responsible for any debts, liabilities or obligations of the Business 
Unit or Seller of any kind or nature whatsoever, whether fixed or 
unfixed, known or unknown, asserted or unasserted, choate or inchoate, 
liquidated or unliquidated, or secured or unsecured, including, without 
limitation, any liabilities whatsoever relating, directly or indirectly, 
to any Assets, any existing loans to Seller, and any and all liabilities 
and obligations of Seller; all such liabilities and obligations not being 
assumed by Buyer are defined herein as the "Excluded Liabilities."  
Notwithstanding the forgoing, with respect to obligations to be performed 
under the Assumed Contracts after the Closing, Buyer will assume such 
obligations and liabilities relating thereto ("Assumed Liabilities").

	Section 1.4.	Licenses.  Buyer hereby acknowledges, that in 
connection with the sale of Seller's assets used in or relating to 
Seller's food oil business and commercial bakery business, retail bakery 
business, and cold beverage, gelatin and pudding business, Seller has 
granted non-exclusive, royalty-free limited licenses (the "Licenses") to 
use certain of Seller's intellectual property as described on Schedule 
1.4 (the "Non-Exclusive Proprietary Rights") to the following parties:  
(i) AC Humko Corporation, a Delaware corporation ("AC Humko"), pursuant 
to an Asset Purchase Agreement, dated March 13, 1998, between Seller and 
AC-Humko, (ii) Gilster-Mary Lee Corporation, a Missouri corporation 
("Gilster"), pursuant to an Asset Purchase Agreement, dated March 16, 
1998, between Seller and Gilster, and (iii) The Torbitt & Castleman 
Corporation, a Kentucky corporation ("Torbitt," together with AC Humko 
and Gilster, collectively, the "Licensees"), pursuant to an Asset 
Purchase Agreement, dated May 29, 1998, between Seller and Torbitt. Buyer 
hereby agrees to recognize the Licenses and to take all reasonable steps 
necessary to maintain Buyer's right, title and interest in the Non-
Exclusive Proprietary Rights, so as to ensure that Licensees continue to 
enjoy the Licenses.  Furthermore, Buyer hereby agrees and acknowledges 
that if at any time Buyer decides to no longer maintain the Non-Exclusive 
Proprietary Rights granted to Torbitt as set forth on Schedule 1.4 
("Torbitt Proprietary Rights"), Buyer shall deliver written notice to 
Torbitt, specifying that Buyer no longer wishes to maintain such Torbitt 
Proprietary Rights and offering Torbitt the option to acquire the Torbitt 
Proprietary Rights at no cost to them.

	Section 1.5.	Delivery of Equipment.

		(a)	Buyer, in its sole discretion, shall advise Seller in 
writing (the "ME Notice") of the date on which the Equipment is to be 
available for removal by Buyer (the "ME Delivery Date"); provided, 
however, that the ME Delivery Date (i) must be at least twenty (20) days 
after the date on which the ME Notice is given and (ii) must, in all 
events, be no later than December 20, 1998.  Seller shall disassemble, 
where required, and pack for shipment to Buyer all Equipment.  Such 
disassembly and packing shall be done in a workmanlike manner and in 
accordance with manufacturer's instructions therefore, if any.  Seller 
and Buyer shall each pay 50% of the costs associated with the disassembly 
and packing of the Equipment set forth on Schedule 1.1(c)(1), and Buyer 
shall pay all of the costs associated with the disassembly and packing of 
the Equipment set forth on Schedule 1.1(c)(2). In the event Buyer has 
failed to remove any Equipment from Seller's premises by the earlier of 
(i) twenty (20) days after the ME Delivery Date, or (ii) December 20, 
1998, Seller may liquidate, sell or demolish such Equipment in connection 
with the demolition of its premises.  Seller shall receive all proceeds, 
if any, from any such sale or liquidation, and Seller shall pay all costs 
and expenses associated with such demolition. Buyer and Seller agree that 
notwithstanding anything contained herein to the contrary, risk of loss 
and title to the Assets shall be transferred to Buyer effective as of the 
Closing.

		(b)	Seller shall be responsible for any damage to Equipment 
occurring on account of Seller's negligence in the disassembly and 
packing thereof.

		(c)	At such time as the Equipment is ready for shipment, 
Buyer shall, at its sole cost and expense, be responsible for the removal 
of all such Equipment from Seller's premises.

		(d)	Notwithstanding anything herein to the contrary, Buyer 
shall not be entitled to take possession of the Equipment unless it has 
paid to Seller all amounts due, as of the ME Delivery Date, to Seller 
(except for amounts being contested in good faith by Buyer) under the 
Transition Agreement, Section 2.2(b) hereof or Section 7.4 hereof.


ARTICLE 2
CONSIDERATION AND MANNER OF PAYMENT

	Section 2.1.	Purchase Price.  The aggregate purchase price for the 
Assets and the covenant not to compete set forth in Section 7.2 hereof 
(the "Purchase Price") shall be:

		(a)	the assumption of the Assumed Liabilities; and

		(b)	cash in the amount of $5,000,000; and

		(c)	cash in the amount of the Other Inventory Value 
(determined as set forth in Sections 2.3 and 2.4); and

		(d)	cash in the amount of the Finished Goods Value 
(determined as set forth in Sections 2.3 and 2.5); and

		(e)	cash in the amount of the Packaging Materials Value 
(determined as set forth in Sections 2.3 and 2.6); and

		(f)	plus or minus cash in the amount set forth in 
Section 2.8 relating to the Green Coffee Purchase Commitment adjustment; 
and

		(g)	cash in the amount of the Sysco Consideration, if any, 
as determined in accordance with Section 2.9.

The Purchase Price shall be allocated among the Assets and the covenant 
not to compete for all tax purposes as shall be mutually agreed to by 
Buyer and Seller, acting in good faith, within 90 days of the Closing 
Date.

	Section 2.2.	Payment of Purchase Price.  The Purchase Price shall be 
paid as follows:

		(a)	on the Closing Date, Buyer shall deliver to Seller by 
wire transfer an amount equal to the sum of (i) $5,000,000; plus (ii) an 
amount equal to $5,700,000 (the "Estimated Other Inventory Value"); plus 
(iii) an amount equal to 92.5% of Seller's good faith estimate of the 
Finished Goods Value, which amount is $2,127,500 (the "Estimated Finished 
Goods Value"); plus (iv) an amount equal to 85% of Seller's good faith 
estimate of the Packaging Materials Value, which amount is $1,402,500 
(the "Estimated Packaging Materials Value"); and

		(b)	the remainder of the Purchase Price, if any, shall be 
paid by Buyer to Seller, or the reimbursement of Purchase Price, if any, 
shall be paid by Seller to Buyer, as provided in Sections 2.4, 2.5, 2.6, 
2.8 and 2.9.

	Section 2.3.	Determination of Inventory Cost Basis.

		(a)	Delivery of Inventory Statement.  Within twenty (20) 
days after the Closing Date, Seller shall deliver to Buyer the "Inventory 
Statement" setting forth (i) the value (the "Other Inventory Value") of 
the work-in-process and raw materials Inventory (including green coffee 
inventory) (the "Other Inventory"), (ii) the cost basis (the "Finished 
Goods Cost Basis") of the finished goods Inventory (the "Finished Goods 
Inventory") and (iii) the cost basis (the "Packaging Materials Cost 
Basis") of the packaging materials Inventory (the "Packaging Materials 
Inventory").

		(b)	Inventory Valuation Methodology.  The Other Inventory 
Value, Finished Goods Cost Basis and Packaging Materials Cost Basis shall 
be determined as follows: (i) the Seller and Buyer jointly shall conduct 
a physical count of the Inventory on the Closing Date, and (ii) the 
Seller shall value the Other Inventory, Finished Goods Inventory and 
Packaging Materials Inventory in accordance with the method set forth on 
Schedule 2.3(b) hereof, notwithstanding that such method may not be in 
accordance with generally accepted accounting principles.

		(c)	Dispute Resolution.  Within thirty (30) days after 
receipt of the Inventory Statement from Seller, Buyer shall inform Seller 
whether Buyer has any exceptions to the Inventory Statement.  During such 
thirty-day period, Buyer shall have the right to communicate with and to 
do on-site review of the work papers and other documents prepared by 
Seller in connection with the Inventory Statement and Buyer's employees 
and agents shall have access to employees of Seller and to all relevant 
books and records to the extent reasonably required in order to complete 
their review.  Unless Buyer delivers to Seller within such thirty-day 
period a notice specifying in reasonable detail any such exceptions, the 
Other Inventory Value, Finished Goods Cost Basis and Packaging Materials 
Cost Basis shall be conclusive and binding on the parties hereto.  If 
Buyer delivers to Seller a notice setting forth any such exceptions 
within such thirty-day period, Buyer and Seller shall promptly endeavor 
to resolve the matters set forth in such notice, and if Buyer and Seller 
fail to reach an agreement with respect to such matters on or before the 
fifteenth day after receipt by Seller of such notice from Buyer, then, as 
to any matters in dispute, Buyer and Seller shall refer such matter to 
Arthur Andersen L.L.C. (the "Accountants"), and the Accountants shall 
promptly make an independent determination of such matters as to which 
disagreement remains, which determination shall be conclusive and binding 
on the parties hereto (and the Other Inventory Value, Finished Goods Cost 
Basis and Packaging Materials Cost Basis shall be deemed to have been 
adjusted to reflect such determination) and, as so adjusted, shall 
constitute the Other Inventory Value, Finished Goods Cost Basis and 
Packaging Materials Cost Basis.  The expenses of the Accountants shall be 
paid 50% by Buyer and 50% by Seller.

	Section 2.4.	Payment of Other Inventory Value.  Within five days 
after the determination of the Other Inventory Value:

		(a)	if the Other Inventory Value is greater than the 
Estimated Other Inventory Value, Buyer shall pay to Seller by wire 
transfer the amount of such excess; or

		(b)	if the Other Inventory Value is less than the Estimated 
Other Inventory Value, Seller shall pay to Buyer by wire transfer the 
amount of such difference.

	Section 2.5.	Payment of Finished Goods Value.

		(a)	Escrow Deposit and Initial Payment.  Within five days 
after the determination of the Finished Goods Cost Basis:

		(i)	If the Finished Goods Cost Basis is greater than the 
Estimated Finished Goods Value, then such excess shall be referred to as 
the "FG Overage Amount" and:

                        (A)     If the FG Overage Amount is greater than 7.5%
of the Finished Goods Cost Basis (the "FG Escrow Amount"), Buyer shall pay 
into the Escrow Account (as defined in the Escrow Agreement) by wire 
transfer the FG Escrow Amount and shall pay to Seller by wire transfer 
the amount by which the FG Overage Amount exceeds the FG Escrow Amount; 
or

			(B)	If the FG Overage Amount is less than the FG 
Escrow Amount, Buyer shall pay into the Escrow Account by wire transfer 
the FG Overage Amount and Seller shall pay into the Escrow Account by 
wire transfer the amount by which the FG Escrow Amount exceeds the FG 
Overage Amount; or

			(C)	If the FG Overage Amount equals the FG Escrow 
Amount, Buyer shall pay into the Escrow Account by wire transfer the FG 
Escrow Amount.

		(ii)	If the Finished Goods Cost Basis is less than the 
Estimated Finished Goods Value, Seller shall pay into the Escrow Account 
by wire transfer the FG Escrow Amount and shall pay to Buyer by wire 
transfer the amount by which the Estimated Finished Goods Value exceeds 
the Finished Goods Cost Basis.

		(iii)	If the Finished Goods Cost Basis equals the Estimated 
Finished Goods Value, Seller shall pay into the Escrow Account by wire 
transfer the FG Escrow Amount.

		(b)	Delivery of Finished Goods Statement.  No later than 
February 15, 1999, Buyer shall deliver to Seller a statement (the 
"Finished Goods Statement") setting forth the cost basis (based on the 
Finished Goods Cost Basis) of the Finished Goods Inventory used by Buyer 
up to and including January 31, 1999 (such amount being hereinafter 
referred to as the "Finished Goods Value").

		(c)	Dispute Resolution.  Within thirty (30) days after 
receipt of the Finished Goods Statement from Buyer, Seller shall inform 
Buyer whether Seller has any exceptions to the Finished Goods Value.  
During such thirty-day period, Seller shall have the right to communicate 
with and to do on-site review of the work papers and other documents 
prepared by Buyer in connection with the Finished Goods Statement and 
Seller's employees and agents shall have access to employees of Buyer and 
to all relevant books and records to the extent reasonably required in 
order to complete their review.  Unless Seller delivers to Buyer within 
such thirty-day period a notice specifying in reasonable detail any such 
exceptions, the Finished Goods Value shall be conclusive and binding on 
the parties hereto.  If Seller delivers to Buyer a notice setting forth 
any such exceptions within such thirty-day period, Seller and Buyer shall 
promptly endeavor to resolve the matters set forth in such notice, and if 
Seller and Buyer fail to reach an agreement with respect to such matters 
on or before the fifteenth day after receipt by Buyer of such notice from 
Seller, then, as to any matters in dispute, Seller and Buyer shall refer 
such matter to the Accountants, and the Accountants shall promptly make 
an independent determination of such matters as to which disagreement 
remains, which determination shall be conclusive and binding on the 
parties hereto (and the Finished Goods Value shall be deemed to have been 
adjusted to reflect such determination) and, as so adjusted, shall 
constitute the Finished Goods Value.  The expenses of the Accountants 
shall be paid 50% by Seller and 50% by Buyer.

		(d)	Disbursements from Escrow and Final Payments.  Within 
five days of the determination of the Finished Goods Value:

		(i)	if (x) the Finished Goods Value is greater than (y)
the Finished Goods Cost Basis less the FG Escrow Amount, then the amount of 
such excess shall be referred to as the "FG Value Excess" and:

                        (A)     if the FG Value Excess is greater than or equal
to the FG Escrow Amount, the FG Escrow Amount shall be paid to Seller 
from the Escrow Account; or

			(B)	if the FG Value Excess is less than the FG 
Escrow Amount, the FG Value Excess shall be paid to Seller from the 
Escrow Account and the amount by which the FG Escrow Amount exceeds the 
FG Value Excess shall be paid to Buyer from the Escrow Account.

		(ii)	if (x) the Finished Goods Value is less than (y) the 
Finished Goods Cost Basis less the FG Escrow Amount, then the FG Escrow 
Amount shall be paid to Buyer from the Escrow Account and the amount, if 
any, by which the Finished Goods Cost Basis exceeds the sum of the 
Finished Goods Value plus the FG Escrow Amount shall be paid to Buyer by 
Seller by wire transfer.

	Section 2.6.	Payment of Packaging Materials Value.

		(a)	Escrow Deposit and Initial Payment.  Within five days 
after the determination of the Packaging Materials Cost Basis:

		(i)	If the Packaging Materials Cost Basis is greater than 
the Estimated Packaging Materials Value, then such excess shall be 
referred to as the "PM Overage Amount" and:

			(A)	If the PM Overage Amount is greater than 15% of 
the Packaging Materials Cost Basis (the "PM Escrow Amount"), Buyer shall 
pay into the Escrow Account by wire transfer the PM Escrow Amount and 
shall pay to Seller by wire transfer the amount by which the PM Overage 
Amount exceeds the PM Escrow Amount; or

			(B)	If the PM Overage Amount is less than the PM 
Escrow Amount, Buyer shall pay into the Escrow Account by wire transfer 
the PM Overage Amount and Seller shall pay into the Escrow Account by 
wire transfer the amount by which the PM Escrow Amount exceeds the PM 
Overage Amount; or

			(C)	If the PM Overage Amount equals the PM Escrow 
Amount, Buyer shall pay into the Escrow Account by wire transfer the PM 
Escrow Amount.

		(ii)	If the Packaging Materials Cost Basis is less than the 
Estimated Packaging Materials Value, Seller shall pay into the Escrow 
Account by wire transfer the PM Escrow Amount and shall pay to Buyer by 
wire transfer the amount by which the Estimated Packaging Materials Value 
exceeds the Packaging Materials Cost Basis.

		(iii)	If the Packaging Materials Cost Basis equals the 
Estimated Packaging Materials Value, Seller shall pay into the Escrow 
Account by wire transfer the PM Escrow Amount.

		(b)	Delivery of Packaging Materials Statement.  No later 
than January 15, 2000, Buyer shall deliver to Seller a statement (the 
"Packaging Materials Statement") setting forth the cost basis (based on 
the Packaging Materials Cost Basis) of the Packaging Materials Inventory 
used by Buyer up to and including December 31, 1999 (such amount being 
hereinafter referred to as the "Packaging Materials Value").

		(c)	Dispute Resolution.  Within thirty (30) days after 
receipt of the Packaging Materials Statement from Buyer, Seller shall 
inform Buyer whether Seller has any exceptions to the Packaging Materials 
Value.  During such thirty-day period, Seller shall have the right to 
communicate with and to do on-site review of the work papers and other 
documents prepared by Buyer in connection with the Packaging Materials 
Statement and Seller's employees and agents shall have access to 
employees of Buyer and to all relevant books and records to the extent 
reasonably required in order to complete their review.  Unless Seller 
delivers to Buyer within such thirty-day period a notice specifying in 
reasonable detail any such exceptions, the Packaging Materials Value 
shall be conclusive and binding on the parties hereto.  If Seller 
delivers to Buyer a notice setting forth any such exceptions within such 
thirty-day period, Seller and Buyer shall promptly endeavor to resolve 
the matters set forth in such notice, and if Seller and Buyer fail to 
reach an agreement with respect to such matters on or before the 
fifteenth day after receipt by Buyer of such notice from Seller, then, as 
to any matters in dispute, Seller and Buyer shall refer such matter to 
the Accountants, and the Accountants shall promptly make an independent 
determination of such matters as to which disagreement remains, which 
determination shall be conclusive and binding on the parties hereto (and 
the Packaging Materials Value shall be deemed to have been adjusted to 
reflect such determination) and, as so adjusted, shall constitute the 
Packaging Materials Value.  The expenses of the Accountants shall be paid 
50% by Seller and 50% by Buyer.

		(d)	Disbursements from Escrow and Final Payments.  Within 
five days of the determination of the Packaging Materials Value:

		(i)	if (x) the Packaging Materials Value is greater than 
(y) the Packaging Materials Cost Basis less the PM Escrow Amount, then 
the amount of such excess shall be referred to as the "PM Value Excess" 
and:

			(A)	if the PM Value Excess is greater than or equal 
to the PM Escrow Amount, the PM Escrow Amount shall be paid to Seller 
from the Escrow Account; or

			(B)	if the PM Value Excess is less than the PM 
Escrow Amount, the PM Value Excess shall be paid to Seller from the 
Escrow Account and the amount by which the PM Escrow Amount exceeds the 
PM Value Excess shall be paid to Buyer from the Escrow Account.

		(ii)	if (x) the Packaging Materials Value is less than (y) 
the Packaging Materials Cost Basis less the PM Escrow Amount, then the PM 
Escrow Amount shall be paid to Buyer from the Escrow Account and the 
amount, if any, by which the Packaging Materials Cost Basis exceeds the 
sum of the Packaging Materials Value plus the PM Escrow Amount shall be 
paid to Buyer by Seller by wire transfer.

	Section 2.7.	Other Matters Regarding Inventory.

		(a)	Seller shall destroy the Obsolete Packaging Materials 
Inventory.  Seller shall have the right to sell the Obsolete Finished 
Goods Inventory; provided, however, Seller shall not sell the Obsolete 
Finished Goods Inventory to customers of Seller or in packaging 
containing the name of any customers of Seller.

		(b)	To the extent Buyer requires any items included in the 
Packaging Materials Inventory or the Finished Goods Inventory, Buyer 
shall first satisfy such requirements from the Packaging Materials 
Inventory or the Finished Goods Inventory; provided, that, with respect 
to the Finished Goods Inventory, such Finished Goods Inventory is of a 
saleable quality and, with respect to the Packaging Materials Inventory, 
such Packaging Materials Inventory is useable in the ordinary course of 
business.  Upon reasonable notice, Seller shall have the right to enter 
Buyer's premises during normal business hours to inventory the Packaging 
Materials Inventory and the Finished Goods Inventory.  On a quarterly 
basis, Buyer shall provide Seller with a report setting forth its usage 
of the Packaging Materials Inventory and the Finished Goods Inventory.

		(c)	Within thirty (30) days after the final determination 
of the Finished Goods Value, Seller shall have the right to remove and 
sell any Finished Goods Inventory not included in the Finished Goods 
Value; provided, however, Seller shall not sell such Finished Goods 
Inventory to customers of Seller or in packaging containing the name of 
any customers of Seller.  Within thirty (30) days of the final 
determination of the Packaging Materials Value, Seller shall have the 
right to remove and destroy any Packaging Materials Inventory not 
included in the Packaging Materials Value.  To the extent Buyer does not 
make available to Seller any such Finished Goods Inventory or Packaging 
Materials Inventory for removal, Buyer shall pay to Seller the cost basis 
of such unavailable Inventory.

	Section 2.8.	Green Coffee Purchase Commitments.

		(a)	Delivery of Green Coffee Statement.  Within twenty (20) 
days of the Closing Date, Seller shall deliver to Buyer a statement (the 
"Green Coffee Statement") setting forth a detailed calculation of:  
(i) the aggregate purchase price (the "Fixed Green Coffee Price") for the 
green coffee as set forth in the Green Coffee Purchase Commitments having 
fixed purchase prices (but not including any Green Coffee Purchase 
Commitments which relate to green coffee which is accounted for as Other 
Inventory for the purposes of calculating the Other Inventory Value) and 
(ii) the aggregate purchase price (the "Market Green Coffee Price") for 
the same quantity, quality and month of delivery of the green coffee 
which is the subject of such Green Coffee Purchase Commitments, 
calculated based on the market price as of the Closing Date.

		(b)	Dispute Resolution.  Within thirty (30) days after 
receipt of the Green Coffee Statement from Seller, Buyer shall inform 
Seller whether Buyer has any exceptions to the Green Coffee Statement.  
During such thirty-day period, Buyer shall have the right to review the 
documents prepared by Seller in connection with the Green Coffee 
Statement and Buyer's employees and agents shall have access to employees 
of Seller and to all relevant books and records to the extent reasonably 
required in order to complete their review.  Unless Buyer delivers to 
Seller within such thirty-day period a notice specifying in reasonable 
detail any such exceptions, the Fixed Green Coffee Price and the Market 
Green Coffee Price shall be conclusive and binding on the parties hereto. 
 If Buyer delivers to Seller a notice setting forth any such exceptions 
within such thirty-day period, Buyer and Seller shall promptly endeavor 
to resolve the matters set forth in such notice, and if Buyer and Seller 
fail to reach an agreement with respect to such matters on or before the 
fifteenth day after receipt by Seller of such notice from Buyer, then, as 
to any matters in dispute, Buyer and Seller shall refer such matter to 
the Accountants, and the Accountants shall promptly make an independent 
determination of such matters as to which disagreement remains, which 
determination shall be conclusive and binding on the parties hereto (and 
the Fixed Green Coffee Price and the Market Green Coffee Price shall be 
deemed to have been adjusted to reflect such determination) and, as so 
adjusted, shall constitute the Fixed Green Coffee Price and the Market 
Green Coffee Price.  The expenses of any such accounting firm shall be 
paid by 50% by Buyer and 50% by Seller.

		(c)	Within five days after the determination of the Fixed 
Green Coffee Price and the Market Green Coffee Price:

		(i)	if the Fixed Green Coffee Price is greater than the sum 
of the Market Green Coffee Price plus $100,000 (the "Adjusted MGC 
Price"), Seller shall pay to Buyer by wire transfer the amount of such 
difference; or

		(ii)	if the Fixed Green Coffee Price is less than the 
Adjusted MGC Price, Buyer shall pay to Seller by wire transfer the amount 
of such difference.

		The Other Inventory payment, if any, to be made pursuant to 
Section 2.4 shall be netted against the payment, if any, to be made 
pursuant to this Section 2.8(c).

	Section 2.9.	Calculation of Sysco Consideration and Price 
Adjustment.

		(a)	Pre-Closing Sysco Volume.  Within thirty (30) days of 
the Closing Date, Seller shall prepare and deliver to Buyer a schedule 
setting forth the monthly average volume of coffee (excluding Chef's 
Blend) measured in pounds purchased by Sysco in the twelve (12) month 
period ending on June 30, 1998 ("Pre-Closing Sysco Volume").  Seller 
shall provide Buyer and its representatives with all documentation and 
books and records reasonably necessary for Buyer to verify the Pre-
Closing Sysco Volume.  To the extent Buyer disagrees with Seller's 
proposed Pre-Closing Sysco Volume, it shall notify Seller in writing 
within ten (10) days of receipt of such proposed Pre-Closing Sysco Volume 
and, thereafter, Seller and Buyer shall cooperate to reach agreement as 
to the amount of the Pre-Closing Sysco Volume.  If Seller and Buyer 
cannot agree upon the Pre-Closing Sysco Volume, the matter shall be 
referred to the Accountants for resolution.  Buyer, on the one hand, and 
Seller, on the other hand, shall bear the fees and expenses of the 
Accountants equally.  The determination of the Pre-Closing Sysco Volume 
by the Accountants shall be final and binding on Seller and Buyer.

		(b)	Post-Closing Sysco Volume.  No later than January 15, 
2000, Buyer shall prepare and deliver to Seller a schedule setting forth 
the monthly average volume of coffee (excluding Chef's Blend) measured in 
pounds purchased by Sysco for the twelve (12) month period commencing 
January 1, 1999 ("Post-Closing Sysco Volume") and the amount of the 
Equipment Program Adjustment (as defined in Section 2.9(d)).  Buyer shall 
provide Seller and its representatives with all documentation and books 
and records reasonable necessary for Seller to verify the Post-Closing 
Sysco Volume and the Equipment Program Adjustment.  To the extent Seller 
disagrees with Buyer's proposed Post-Closing Sysco Volume or Equipment 
Program Adjustment, it shall notify Buyer in writing within ten days of 
receipt of such statement and, thereafter, Buyer and Seller shall 
cooperate to reach agreement as to the amount of the Post-Closing Sysco 
Volume and the Equipment Program Adjustment.  If Buyer and Seller cannot 
agree upon the Post-Closing Sysco Volume or Equipment Program Adjustment, 
the matter shall be referred to the Accountants for resolution. Buyer, on 
the one hand, and Seller on the other hand, shall bear the fees and 
expenses of the Accountants equally.  The determination of the Post-
Closing Sysco Volume and the Equipment Program Adjustment by the 
Accountants shall be final and binding on Buyer and Seller.

		(c)	Sysco Consideration and Price Adjustment.  If the Post-
Closing Sysco Volume is at least eighty-five percent (85%) of the Pre-
Closing Sysco Volume, Buyer, within five (5) days of the final 
determination of the Post-Closing Sysco Volume in accordance with Section 
2.9(b) above, shall pay Seller Seven Hundred and Fifty Thousand Dollars 
($750,000) (the "Sysco Consideration"). If the Post-Closing Sysco Volume 
is less than eighty-five percent of the Pre-Closing Sysco Volume, then 
for each one percent (1%) of the Post-Closing Sysco Volume less than 
eighty-five percent (85%) of the Pre-Closing Sysco Volume, the Sysco 
Consideration will be reduced by fifteen thousand dollars ($15,000), and 
Buyer shall pay to Seller the Sysco Consideration, as may be adjusted as 
set forth in this Section 2.9(c), within five (5) days of such final 
determination. The calculation of the Sysco Consideration shall be made 
in accordance with the example calculation set forth in Schedule 2.9(c).

		(d)	Sysco Equipment Program.  The amount due the Seller in 
Section 2.9(c) will be reduced (but not below zero) by the cost of any 
new equipment or spare parts purchased, or equipment services provided, 
all consistent with the past practices of Seller during the twelve (12) 
month period ending June 30, 1998, for those Sysco houses set forth on 
Schedule 2.9(d) (for which Seller is supplying equipment, equipment 
services and spare parts as of the Closing Date) by Buyer during the 
period from the Closing Date to December 31, 1999, offset by the 
aggregate of all up charges for any equipment in the Sysco pricing during 
such period (the "Equipment Program Adjustment").


ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER

	Seller hereby represents, warrants and covenants to Buyer that:

	Section 3.1.	Organization; Good Standing.  Seller is an Illinois 
limited partnership duly organized, validly existing and in good standing 
under the laws of the State of Illinois and has all requisite power and 
authority to own, lease and operate its assets, properties and business 
and to carry on its business as now being conducted.  Seller is duly 
qualified or otherwise authorized to transact business in each 
jurisdiction where the failure to so qualify would have a material 
adverse effect on the Business Unit ("Material Adverse Effect").  The 
jurisdictions in which the Seller is qualified with respect to the 
operations of the Business Unit are set forth on Schedule 3.1.

	Section 3.2.	Authorization.  Seller has the requisite power and 
authority to execute, deliver and perform its obligations under this 
Agreement and the Transaction Documents to which it is a party.  The 
execution and delivery of this Agreement and the Transaction Documents to 
which it is a party, the performance by Seller of its obligations 
hereunder and thereunder and the consummation by Seller of the 
transactions contemplated hereby and thereby have been duly authorized by 
all necessary action on the part of the Seller and no other proceedings 
on the part of Seller are necessary.  This Agreement and the Transaction 
Documents to which Seller is a party have been duly executed and 
delivered by Seller and constitute the legal, valid and binding 
obligation of Seller, enforceable against it in accordance with their 
respective terms, except as the same may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium or other similar laws 
affecting the rights of creditors generally and the availability of 
equitable remedies.

	Section 3.3.	Transaction Not a Breach.  Except as set forth on 
Schedule 3.3, neither the execution and delivery of this Agreement or the 
Transaction Documents by Buyer nor the performance by Buyer of the 
transactions contemplated hereby or thereby will:

		(a)	(i) violate or conflict with or result in a breach of 
any provision of any law, statute, rule, regulation, order, permit, 
judgement, injunction, decree or other decision (collectively "Rules") of 
any court or other tribunal or any governmental entity or agency binding 
on Seller or (ii) conflict with or result in the breach of any of the 
terms, conditions or provisions thereof; 

		(b)	constitute a default under the certificate of limited 
partnership or limited partnership agreement of Seller, or, of any 
Material Contract listed or required to be listed on Schedule 3.7;

		(c)	constitute an event which would permit any party to 
terminate, or accelerate the maturity of any indebtedness or other 
obligation under, any Material Contract listed or required to be listed 
on Schedule 3.7; 

		(d)	result in the creation or imposition of any Lien upon 
the Assets; or

		(e)	require any authorization, consent, approval, exemption 
or other action by or notice to any court or administrative or 
governmental body.

	Section 3.4.	No Brokers or Finders.  Other than J.H. Chapman, 
L.L.C., the fees and expenses of which shall be borne by Seller, Seller 
has not retained any broker or finder, made any statement or 
representation to any Person which would entitle such Person to, or 
agreed to pay, any broker's, finder's or similar fees or commissions in 
connection with the transactions contemplated by this Agreement.

	Section 3.5.	Absence of Changes or Events.  Except as set forth on 
Schedule 3.5, since December 31, 1997 Seller has operated the Business 
Unit in the ordinary course of business.

	Section 3.6.	Personal Property.  Seller has good and valid title, 
free and clear of all Liens except for Permitted Liens, to the Assets.  
THE ASSETS (OTHER THAN INVENTORY) BEING SOLD TO BUYER HEREUNDER ARE BEING 
SOLD ON AN "AS-IS" BASIS AND SELLER HEREBY DISCLAIMS ANY AND ALL 
REPRESENTATIONS AND WARRANTIES REGARDING THE FITNESS OR CONDITION OF THE 
ASSETS (OTHER THAN INVENTORY), INCLUDING, WITHOUT LIMITATION, ANY 
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF 
MERCHANTABILITY.  Except as set forth on Schedule 3.6, none of the 
personal property of Seller is held under any lease, security agreement, 
conditional sales contract or other title retention or security 
arrangement, or is located other than at 511 Lake Zurich Road, 
Barrington, Illinois.

	Section 3.7.	Contracts.  Schedule 3.7 is a correct and complete list 
of every material written contract, agreement, relationship or 
commitment, and, to the actual knowledge of Seller, every material oral 
contract, commitment, agreement or relationship, relating to the Business 
Unit to which Seller is a party (and which, to the actual knowledge of 
Seller, is in effect) or by which Seller is bound (the "Material 
Contracts"), correct and complete copies of which previously have been 
furnished to Buyer.  Except as set forth on Schedule 3.7, Seller is not 
in default, and no event has occurred which with the giving of notice or 
the passage of time or both would constitute a default by Seller, under 
any Material Contract or any other obligation owed by Seller, which 
default would, either individually or together with such other defaults 
have a Material Adverse Effect, and, to the actual knowledge of Seller, 
no event has occurred which with the giving of notice or the passage of 
time or both would constitute such a default by any other party to any 
such Material Contract or obligation.  Except as set forth on Schedule 
3.7(a), no consent is required to assign any Material Contract to Buyer 
(all such consents being hereinafter called "Required Consents") and (b) 
the assignment of any Material Contract to Buyer will not (i) result in 
the automatic termination of such Material Contract, (ii) result in the 
automatic amendment of any of the terms of such Material Contract or 
(iii) give rise to a right of any party to unilaterally amend the terms 
of, renegotiate the terms of, or terminate any such Material Contract.

	Section 3.8.	Compliance with Applicable Laws.  Seller is not in 
violation of any Rules in connection with the conduct, ownership, use, 
occupancy or operation of the Business Unit or the Assets, nor has Seller 
received notice (written or oral) of any such violation, which violation 
would have a Material Adverse Affect.

	Section 3.9.	Licenses and Permits.  Seller holds all permits, 
licenses and approvals of governmental authorities and agencies necessary 
for the current conduct, ownership, use, occupancy or operation of the 
Business Unit or the Assets.  Seller is in compliance in all material 
respects with such permits, licenses and approvals, all of which are in 
full force and effect, and Seller has not received any notices (written 
or oral) to the contrary; all of such permits, licenses and approvals 
being set forth on Schedule 3.9.

	Section 3.10.	Health, Safety and Environment.

		(a)	Compliance with Environmental and Safety Requirements. 
 To the actual  knowledge of Seller, except as set forth on Schedule 
3.10, it is in compliance with all applicable federal, state and local 
laws, rules, regulations, ordinances and requirements relating to public 
health and safety, worker health and safety and pollution and protection 
of the environment, all as amended or hereafter amended ("Environmental 
and Safety Requirements"), with respect to which Seller's failure to 
comply would have a Material Adverse Effect.

		(b)	No Hazardous Wastes.  Except as set forth in Schedule 
3.10 and to the actual knowledge of Seller, Seller has never generated, 
transported, treated, stored, or disposed of any Hazardous Wastes at any 
site, location or facility other than in material compliance with 
Environmental and Safety Requirements and, to Seller's actual knowledge, 
(i) no such Hazardous Wastes are present on, in or under any real 
property owned or used by Seller, and (ii) such property does not contain 
(including without limitation, containment by means of any underground 
storage tank) any Hazardous Waste. 

		(c)	No Actions or Proceedings.  Seller has not been subject 
to, or received any notice (written or oral) of any private, 
administrative or judicial action, or any notice (written or oral) of any 
intended private, administrative, or judicial action relating to the 
presence or alleged presence of Hazardous Wastes in, under or upon any 
real property owned or used by Seller, and other than as set forth on 
Schedule 3.10, to the actual knowledge of Seller, (i) there is no 
reasonable basis for any such notice or action; and (ii) there are no 
pending or threatened actions or proceedings (or notices of potential 
actions or proceedings) from any governmental agency or any other entity 
regarding any matter relating to health, safety or protection of the 
environment.

	Section 3.11.	Employee Benefit Plans.  Correct and complete 
copies of all employee benefit plans of Seller relating to the employees 
of the Business Unit previously have been furnished to Buyer and, to the 
actual knowledge of Seller, such employee benefit plans are in 
substantial compliance with governing documents and agreements and with 
applicable laws.

	Section 3.12.	Litigation.  Except as set forth in Schedule 
3.12, there is no suit, action, proceeding, claim, order, arbitration or 
investigation, either administrative or judicial, pending or, to the 
actual knowledge of Seller, threatened against any of Seller (or pending 
or, to the actual knowledge of Seller, threatened against any of the 
current or former officers, directors or employees of any of Seller) with 
respect to the Business Unit or the Assets, which if adversely determined 
could reasonably be expected to have a Material Adverse Effect, before 
any court, or before any governmental department, commission, board, 
agency, or instrumentality.  Seller, in connection with or relating to 
the Assets or the Business Unit, (i) is not subject to any judgment, 
order or decree of any court or governmental agency; (ii) has not 
received any opinion or memorandum or legal advice from legal counsel to 
the effect that it is exposed from a legal standpoint, to any liability 
which may be material to its business; and (iii) is not engaged in any 
legal action to recover monies due it or for damages sustained by it.

	Section 3.13.	Products.  Schedule 3.13 contains a list of all 
products presently manufactured or sold by Seller in the operation of the 
Business Unit.  None of the products manufactured or sold by Seller has 
in the past five years been recalled by Seller or, to the best of 
Seller's actual knowledge, by any distributor, dealer or other 
independent agent.

	Section 3.14.	Intellectual Property.  The Intellectual 
Property contains all material patents, patent rights, patent 
applications, licenses, trademarks, trademark applications, tradenames, 
copyrights and similar rights currently used in the Business Unit.

	Section 3.15.	Customer; Suppliers; Adverse Conditions.  Except 
as set forth on Schedule 3.15, there has not, since January 1, 1998, been 
any termination or cancellation of the business relationship of Seller 
with any of the major customers or major suppliers of the Business Unit.

	Section 3.16.	Warranties.  All of Seller's standard warranties 
and service policies covering the products sold by the Business Unit 
which are in force as of the date hereof are set forth in Schedule 3.16.

	Section 3.17.	Labor.  Seller is in material compliance with 
all applicable laws respecting employment and employment practices, terms 
and conditions of employment, occupational safety and health, and wages 
and hours (except where the failure to be in compliance would not have a 
Material Adverse Effect) and Seller has not received any written notice 
that it has failed to comply in any respect with any such laws.  Seller 
has not engaged in any unfair labor practice.  There is no unfair labor 
practice complaint against Seller pending before the National Labor 
Relations Board or, to the best of Seller's actual knowledge, threatened. 
 There is no labor strike, dispute, slowdown or stoppage, actual, pending 
or, to the best of Seller's actual knowledge, threatened, against or 
affecting Seller.  To the best of Seller's actual knowledge, there are no 
charges, claims, lawsuits or proceedings by or on behalf of any of its 
employees, whether threatened or pending, asserting any violation of any 
federal, state or local law regarding civil rights, equal employment 
opportunity, fair employment practices, or discrimination or harassment 
based on any legally protected status, or asserting any other dispute, 
tort or cause of action related to or growing out of the employment 
relationship or asserted contractual relationship of Seller and any 
employee (except for unemployment compensation claims or medical claims). 
 The Seller is not a party to any collective bargaining agreement with 
any union or other representative of employees and no question concerning 
representation exists with regard to any group of employees of Seller.

	Section 3.18.	Financial Statements.  A copy of the audited 
financial statements for the Seller, as of and for the period ended 
December 27, 1997 (the "Audited Financial Statements"), is included in 
Schedule 3.18.  Except as specified in Schedule 3.18, the Audited 
Financial Statements were prepared using generally accepted accounting 
principles ("GAAP") consistently applied, and present fairly the 
financial position of Seller as of December 31, 1997, and the results of 
operations, and cash flows for the period then ended.  A copy of the 
unaudited financial statements for the Business Unit as of and for the 
period ended December 27, 1997 and as of and for the period ended 
March 31, 1998 (the "Business Unit Financials") are included in 
Schedule 3.18.  Seller has advised Buyer and Buyer acknowledges that the 
Business Unit Financials have not been compiled, reviewed, certified or 
audited by any independent Person or accounting firm.  The Business Unit 
Financials are based on Seller's management's reasonable estimates as to 
the allocation of overhead and other shared expenses among Seller's other 
business units.  Except as specified in Schedule 3.18, the Business Unit 
Financials were prepared in accordance with GAAP consistently applied and 
present fairly in all material respects the results of operations for the 
year ended December 27, 1997 and the three months ended March 31, 1998.

	Section 3.19.	Inventory.  Except for Inventory that is 
accorded no value pursuant to the application of Schedule 2.3(b), 
Section 2.5 or Section 2.6 hereto, all Inventory will be merchantable and 
of a quality and quantity usable or salable by Buyer in its operations of 
the Business Unit in the ordinary course

	Section 3.20.	Disclosure.  The parties agree that any item 
disclosed in any Schedule to this Agreement shall be deemed to have been 
disclosed on all Schedules to this Agreement wherein such disclosure may 
have been required.


ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER

	Buyer hereby represents, warrants and covenants to Seller that:

	Section 4.1.	Company Organization.  Buyer is a corporation duly 
organized validly existing under the laws of the State of New York.  
Buyer has the power and authority to own 
all of its properties and assets and to conduct its business, except 
where the failure to have such power would not have a material adverse 
effect on its business.
 
	Section 4.2.	Authorization.  The execution and delivery of this 
Agreement and the Transaction Documents to which Buyer is a party, the 
performance by Buyer of its obligations hereunder and thereunder and the 
consummation by Buyer of the transactions contemplated hereby and thereby 
have been duly authorized by all necessary corporate action and no other 
act or proceeding on the part of Buyer is necessary.  Buyer has full 
power and authority to enter into, execute and deliver this Agreement and 
the Transaction Documents to which Buyer is a party and to perform its 
obligations hereunder and thereunder.  Assuming the due authorization, 
execution and delivery hereof by Seller, this Agreement and the 
Transaction Documents to which Buyer is a party constitute the valid and 
legally binding obligations of Buyer, enforceable in accordance with 
their terms, except as enforcement may be limited by applicable 
bankruptcy, insolvency, reorganization, moratorium and other similar laws 
affecting the rights of creditors generally, and the availability of 
equitable remedies.

	Section 4.3.	Transaction Not a Breach.  Neither the execution and 
delivery of this Agreement and the Transaction Documents by Buyer nor the 
performance by Buyer of the transactions contemplated hereby or thereby 
will:

		(a)	to the actual knowledge of Buyer (i) violate or 
conflict with or result in a breach of any provision of any Rules of any 
court or other tribunal or any governmental entity or agency binding on 
Buyer or its properties, or (ii) conflict with or result in the breach of 
any of the terms, conditions or provisions thereof; 

		(b)	constitute a default under the charter documents or the 
by-laws of Buyer, or, to Buyer's actual knowledge, of any material 
contract, agreement, indenture or instrument to which Buyer is a party or 
by which it is bound;

		(c)	constitute an event which would permit any party to 
terminate, or accelerate the maturity of any indebtedness or other 
obligation under, material contract, agreement, indenture or instrument 
to which Buyer is a party or by which it is bound; 

		(d)	require any authorization, consent, approval, exemption 
or other action by or notice to any court or administrative or 
governmental body.

	Section 4.4.	No Brokers or Finders.  Buyer has not retained any 
broker or finder, made any statement or representation to any Person 
which would entitle such Person to, or agreed to pay, any broker's, 
finder's or similar fees or commissions in connection with the 
transactions contemplated by this Agreement.


ARTICLE 5
CLOSING

	Section 5.1.	Closing.   The transactions that are the subject of 
this Agreement shall be consummated at a closing (the "Closing"), which 
shall be held at the offices of Katten Muchin & Zavis, 525 West Monroe 
Street, Suite 1600, Chicago, Illinois, contemporaneously with the 
execution of this Agreement by the parties hereto (the "Closing Date").  
The Closing shall be deemed effective at the close of Seller's business 
on the day immediately preceding the Closing Date.

	Section 5.2.	Deliveries by Seller.  At the Closing, Seller shall 
deliver or cause to be delivered to Buyer:

		(a)	Duly executed instruments of transfer and assignment, 
including, without limitation, bills of sale and assignments in form and 
substance reasonably satisfactory to Buyer and its counsel, sufficient to 
vest in Buyer valid title to all of Seller's right, title and interest in 
and to the Assets, free and clear of all Liens except for Permitted 
Liens.

		(b)	Intentionally Omitted.

		(c)	Non-Competition Agreement.  The rights of Seller in and 
to a three (3) year non-competition agreement between Pfingsten 
Investment Partnership I, L.P. and Anthony J. Rebello, a copy of which is 
annexed hereto as Exhibit A, shall be assigned to Buyer.

		(d)	Resolutions.  A copy of the requisite consent under the 
limited partnership agreement of Seller, certified by the general partner 
of Seller as having been duly and validly adopted and in full force and 
effect authorizing execution and delivery of this Agreement and the 
performance by Seller of the transactions contemplated hereby.

		(e)	Certificate of Existence.  A certificate of existence, 
dated within ten (10) days of the Closing Date, by the Secretary of State 
of Illinois as to Seller.

		(f)	Transition Agreement.  A transition services agreement 
substantially in the form of Exhibit B attached hereto (the "Transition 
Agreement") duly executed by an authorized officer of Seller. 

		(g)	Consents.  All approvals and/or consents required to 
transfer the Assumed Contracts to Buyer.

		(h)	Lockbox Assignment.  The agreements necessary to 
transfer to Buyer thirty (30) days after the Closing Date the lockbox 
located at LaSalle National Bank into which Seller's accounts receivable 
relating to the Business Unit are deposited (the "Lockbox Documents").

		(i)	Escrow Agreement.  The Escrow Agreement dated the date 
hereof among Buyer, Seller and American National Bank and Trust Company 
of Chicago, as escrow agent (the "Escrow Agreement"), duly executed by 
the Seller.

		(j)	Legal Opinion.  A favorable opinion of Katten Muchin & 
Zavis, counsel to Seller, addressed to Buyer dated the Closing Date and 
in form reasonably satisfactory to Buyer and its counsel.

		(k)	Other.  Such other instruments and documents as Buyer 
shall have reasonably requested.

	Section 5.3.	Deliveries by Buyer.  At the Closing, Buyer shall 
deliver to Seller:

		(a)	Wire Transfer.  A federal funds wire transfer(s) of the 
Cash Portion of the 	Purchase Price in accordance with Section 2.2.

		(b)	Assumption Agreement.  An assumption agreement in form 
and substance 	reasonably satisfactory to Seller, executed by Buyer, 
pursuant to which Buyer assumes 	the Assumed Liabilities as of the 
Closing.

		(c)	Resolutions.  A copy of a resolution of the Board of 
Directors of Buyer, certified by the assistant secretary of Buyer as 
having been duly and validly adopted and in full force and effect 
authorizing execution and delivery of this Agreement and the performance 
by Buyer of the transactions contemplated hereby.

		(d)	Good Standing Certificate.  A certificate of good 
standing, dated within 	ten (10) days of the Closing Date, with respect 
to Buyer issued by the Secretary of State 	of New York.

		(e)	Transition Agreement.  The Transition Agreement duly 
executed by an authorized officer of Buyer.

		(f)	Escrow Agreement.  The Escrow Agreement duly executed 
by the Buyer.

		(g)	Legal Opinion.  A favorable opinion of Morse, Zelnick, 
Rose & Lander, LLP, counsel to Buyer, addressed to Seller, dated the 
Closing Date and in form reasonably satisfactory to Seller and its 
counsel.

		(h)	Other.  Such other instruments and documents as Seller 
shall have reasonably requested.


ARTICLE 6
INDEMNIFICATION

	Section 6.1.	Indemnification by Seller.  From and after the Closing, 
Seller agrees to indemnify, defend and save Buyer and its officers, 
directors, affiliates, employees and agents (each, a "Buyer Indemnified 
Party"), harmless from and against, and to promptly pay to a Buyer 
Indemnified Party or reimburse a Buyer Indemnified Party for, any and all 
liabilities, obligations, deficiencies, demands, claims, suits, actions, 
or causes of action, assessments, losses, costs, expenses, interest, 
fines, penalties, actual or punitive damages or costs or expenses of any 
and all investigations, proceedings, judgments, environmental analyses, 
remediations, settlements and compromises (including reasonable fees and 
expenses of attorneys, accountants and other experts) (individually and 
collectively, the "Losses") sustained or incurred by any Buyer 
Indemnified Party relating to, resulting from, arising out of or 
otherwise by virtue of any of the following:

		(a)	any misrepresentation or breach of a representation or 
warranty made herein by Seller, or non-compliance with or breach by 
Seller of any of the covenants or 
	agreements contained in this Agreement or the Transaction Documents 
to be performed by Seller;

		(b)	any liability or obligation arising out of or in 
connection with the operation of the Business Unit prior to the Closing 
Date, except for the Assumed Liabilities;

		(c)	the failure of Seller to discharge any liability or 
obligation of Seller which has not been specifically assumed by Buyer 
pursuant to this Agreement.

		(d)	the assertion or recovery against Buyer of any 
liability under any "bulk sales" or similar law or statute relating to 
the transfer of the Assets hereunder; and

		(e)	any claim for payment of fees and/or expenses as a 
broker or finder in connection with the origin, negotiation, execution or 
consummation of this Agreement based upon any alleged agreement between 
the claimant and Seller, including any fees owed to J.H. Chapman, L.L.C.

	Section 6.2.	Indemnification by Buyer.  From and after the Closing, 
Buyer agrees to indemnify, defend and save Seller and its partners, 
officers, affiliates, employees and agents (each, a "Seller Indemnified 
Party") forever harmless from and against, and to promptly pay to a 
Seller Indemnified Party or reimburse a Seller Indemnified Party for, any 
and all Losses sustained or incurred by any Seller Indemnified Party 
relating to, resulting from, arising out of or otherwise by virtue of any 
of the following: 

		(a)	any misrepresentation or breach of a representation or 
warranty made herein by Buyer, or non-compliance with or breach by Buyer 
of any of the covenants or agreements contained in this Agreement or the 
Transaction Documents to be performed by Buyer or any of their affiliates 
(or the successors or assigns of any of them);

		(b)	the assertion or recovery against such Seller 
Indemnified Party of any liability for Buyer's failure to pay the Assumed 
Liabilities;

		(c)	the assertion or recovery against any Seller 
Indemnified Party of any liability or obligation of Buyer arising out of 
or in connection with the Buyer's operation of the Business Unit from and 
after the Closing Date, and

		(d)	any Losses relating to or arising from Buyer's 
negligence in the removal of the Equipment from Seller's premises; and 

		(e)	any claim for payment of fees and/or expenses as a 
broker or finder in connection with the origin, negotiation, execution or 
consummation of this Agreement based upon any alleged agreement between 
the claimant and Buyer.

	Section 6.3.	Indemnification Procedure for Third Party Claims.

		(a)	In the event that subsequent to the Closing any Person 
entitled to indemnification under this Agreement (an "Indemnified Party") 
asserts a claim for indemnification or receives notice of the assertion 
of any claim or of the commencement of any action or proceeding by any 
Person who is not a party to this Agreement or an affiliate of a party to 
this Agreement (including, but not limited to any domestic or foreign 
court or governmental authority, federal, state or local) (a "Third Party 
Claim") against such Indemnified Party, against which a party to this 
Agreement is required to provide indemnification under this Agreement (an 
"Indemnifying Party"), the Indemnified Party shall promptly give written 
notice together with a statement of any available information regarding 
such claim to the Indemnifying Party within fifteen (15) days after 
learning of such claim (or within such shorter time as may be necessary 
to give the Indemnifying Party a reasonable opportunity to respond to 
such claim).  The Indemnifying Party shall have the right, upon written 
notice to the Indemnified Party (the "Defense Notice") within thirty days 
(30) after receipt from the Indemnified Party of notice of such claim, 
which notice by the Indemnifying Party shall specify the counsel it will 
appoint to defend such claim ("Defense Counsel"), to conduct at its 
expense the defense against such claim in its own name, or if necessary 
in the name of the Indemnified Party.

		(b)	In the event that the Indemnifying Party shall fail to 
give the Defense Notice, it shall be deemed to have elected not to 
conduct the defense of the subject claim, and in such event the 
Indemnified Party shall have the right to conduct such defense in good 
faith and to compromise and settle the claim without prior consent of the 
Indemnifying Party and the Indemnifying Party will be liable for all 
costs, expenses, settlement amounts or other Losses paid or incurred in 
connection therewith.

		(c)	In the event that the Indemnifying Party does deliver a 
Defense Notice and thereby elects to conduct the defense of the subject 
Third Party Claim, the Indemnified Party will cooperate with and make 
available to the Indemnifying Party such assistance and materials as it 
may reasonably request, all at the expense of the Indemnifying Party, and 
the Indemnified Party shall have the right at its expense to participate 
in the defense assisted by counsel of its own choosing.  Without the 
prior written consent of the Indemnified Party, the Indemnifying Party 
will not enter into any settlement of any Third Party Claim or cease to 
defend against such claim, if pursuant to or as a result of such 
settlement or cessation, (i) injunctive or other equitable relief would 
be imposed against the Indemnified Party, or (ii) such settlement or 
cessation would lead to liability or create any financial or other 
obligation on the part of the Indemnified Party for which the Indemnified 
Party is not entitled to indemnification hereunder.  If a firm decision 
is made to settle a Third Party Claim, which offer the Indemnifying Party 
is not permitted to settle under this Section 6.3 without the consent of 
the Indemnified Party, and the Indemnifying Party desires to accept and 
agree to such offer, the Indemnifying Party will give written notice to 
the Indemnified Party to that effect.  If the Indemnified Party fails to 
consent to such firm offer within 10 calendar days after its receipt of 
such notice, the Indemnified Party may continue to contest or defend such 
Third Party Claim and, in such event, the maximum liability of the 
Indemnifying Party as to such Third Party Claim will not exceed the 
amount of such settlement offer, plus costs and expenses paid or incurred 
by the Indemnified Party up to the point such notice had been delivered. 
 Except as provided in Section 6.3(b) hereof, if an Indemnified Party 
settles any Third Party Claim without the prior written consent of the 
Indemnifying Party, the Indemnifying Party shall have no obligation to 
indemnify the Indemnified Party under this Article 6 with respect to such 
Third Party Claim.

		(d)	Notwithstanding Section 6.3(a) hereof, if, after 
receipt of a Defense Notice, any Third Party Claim seeks an injunction or 
other equitable relief, which, if successful, could reasonably be 
expected to materially interfere with the business, operations, assets, 
condition (financial or otherwise) of the Business Unit then, and in such 
event, Buyer shall have the right to control the defense or settlement of 
any such Third Party Claim.  If Buyer should so elect to exercise such 
right, Buyer shall pay the reasonable legal expenses associated with such 
defense and the Indemnifying Party shall have the right at its sole 
expense to participate in, but not control, the defense or settlement of 
such Third Party Claim.  No settlement of any such Third Party Claim may 
be made without the consent of the Indemnifying Party which consent may 
not be unreasonably withheld.

		(e)	Any judgment entered or settlement agreed upon in the 
manner provided herein shall be binding upon the Indemnifying Party, and 
shall conclusively be deemed to be an obligation with respect to which 
the Indemnified Party is entitled to prompt indemnification hereunder, 
subject to the Indemnifying Party's right to appeal an appealable 
judgment or order.

	Section 6.4.	Failure to Give Timely Notice.  A failure by an 
Indemnified Party to give timely, complete or accurate notice as provided 
in Section 6.3 will not affect the rights or obligations of any party 
hereunder except and only to the extent that, as a result of such 
failure, any party entitled to receive such notice was deprived of its 
right to recover any payment under its applicable insurance coverage or 
was otherwise damaged as a result of such failure to give timely notice.

	Section 6.5.	Certain Limitations on Remedies.

		(a)	Notwithstanding anything to the contrary set forth in 
this Agreement (but subject to the proviso set forth in this sentence), 
Seller shall not be liable hereunder to Buyer as a result of any 
misrepresentation in any of the representations or warranties of Seller 
set forth in this Agreement (or in any Schedule hereto), except to the 
extent that the Losses incurred by the subject party as a result of such 
misrepresentations shall exceed in the aggregate $75,000 (the "Basket 
Exclusion"), and then only to the extent of such excess; provided 
however, that the Basket Exclusion shall not apply to  any breach of the 
representations and warranties contained in Section 3.6. Notwithstanding 
the foregoing, when determining whether the Basket Exclusion has been 
satisfied, Losses relating to misrepresentations in any of the 
representations or warranties of Seller set forth in this Agreement (or 
any Schedule hereto) shall be measured without regard to any materiality 
qualifiers included in such representations or warranties. 

		(b)	Except as set forth in Section 6.6, the aggregate 
amount required to be paid by Seller under this Article 6 shall not 
exceed $5,000,000.

		(c)	Except as set forth in Section 6.6, the indemnification 
provided for in this Article 6 shall be the sole and exclusive remedy and 
recourse for any and all claims relating to or arising out of any breach 
of this Agreement or the Transaction Documents or any obligation 
hereunder or thereunder by any party.

		(d)	Except as set forth in Section 6.6, any indemnification 
claim by Buyer or any Buyer Indemnified Party pursuant to Section 6.1 and 
Section 6.2 must be asserted by written notice of a claim on or prior to 
the date which is twelve (12) months after the Closing Date; provided 
that claims based on breaches of Section 3.6, 7.1(d), 7.2 or 7.4 shall 
survive until the expiration of the applicable statute of limitations.

		(e)	With respect to any Losses paid by an Indemnifying 
Party, the Indemnified Party shall assign or otherwise cooperate with the 
Indemnifying Party to pursue any claims against or otherwise recover such 
Losses from any other person or entity.

		(f)	Any Indemnified Party shall use reasonable efforts to 
collect the proceeds of any insurance which would have the effect of 
reducing a Losses (in which case such proceeds shall reduce such Losses) 
and, if indemnification payments have been received prior to the 
collection of such proceeds, shall remit to the Indemnifying Party or 
Parties the amount of such proceeds (net of the cost of collection 
thereof) to the extent of indemnification payments received in respect of 
such Losses.

		(g)	Any payment made to Buyer under this Article 6 shall be 
treated as a reduction of the Purchase Price.

	Section 6.6.	Fraud.  In the case of fraud by any party in connection 
with the transactions contemplated hereby, all other parties shall have 
all remedies available at law and 
at equity without giving effect to any of the limitations set forth in 
Sections 6.5(b), (c) or (d) above.

	Section 6.7.	No Set-Off.  Buyer agrees that it shall not have the 
right to set-off any indemnification claims it may have under this 
Article 6 against any amounts due and owing by Buyer to Seller under any 
other provisions of this Agreement or under the Transition Agreement; 
provided, however, Buyer shall have the right to set-off any good faith 
indemnification claims against the Sysco Consideration. The amount of any 
such set-off to the Sysco Consideration shall be deposited by Buyer into 
an interest bearing escrow (with an escrow agent and pursuant to an 
escrow agreement mutually acceptable to Buyer and Seller) pending 
resolution of such claims.


ARTICLE 7
OTHER AGREEMENTS

	Section 7.1.	Employees.

		(a)	Employment Offers.  Buyer shall offer employment, under 
terms and conditions acceptable to Buyer, as of the Closing Date to 
certain employees of Seller involved in the Business Unit set forth on 
Schedule 7.1.  The employees of Seller who accept such offer shall be and 
become employees of Buyer effective as of the Closing Date ("Transferred 
Employees").

		(b)	Credit for Past Service.  Buyer shall, with respect to 
the Transferred Employees, treat the employment with Seller as service 
with Buyer only for purposes of eligibility to participate in and vesting 
under its pension plan, and for no other purpose.

		(c)	Health Insurance.  Buyer will allow Transferred 
Employees to join Buyer's medical and dental plan provided such 
Transferred Employees are covered under Seller's medical and dental plan 
on the Closing Date, and in connection therewith Buyer shall, with 
respect to such Transferred Employees (and their covered dependents), (a) 
waive any waiting period, (b) waive any exclusion or limitation for pre-
existing conditions, and (c) grant credit for purposes of annual 
deductibles and out of pocket expenses for amounts incurred under 
Seller's plan.

		(d)	WARN.  Seller shall make any filings and shall deliver 
any notices required in connection with the transactions contemplated 
hereby under the Workers Adjustment, Retraining and Notification Act 
("WARN"), or any similar state law so that Buyer shall have no liability 
under WARN as a result of the transactions contemplated hereby.

	Section 7.2.	Noncompetition.

		(a)	To effectively protect the value of the Assets and the 
goodwill of the Business Unit so transferred, and to induce Buyer to 
consummate the transactions contemplated hereby, Seller and Pfingsten 
Partners, L.L.C. ("Pfingsten") covenant and agree that, for a period 
ending on the third anniversary of the Closing Date (the "Term") neither 
Seller nor Pfingsten nor any affiliate of Seller or Pfingsten will (i) in 
the entire United States (including without limitation, in the case of 
California, the counties set forth on Schedule 7.2 hereto), compete 
(directly or indirectly) with the Buyer in the business of manufacturing, 
selling or distributing coffee, cappuccino, hot cocoa and leaf tea (the 
"Restricted Business"); and, in particular, they will not in competition 
with the Restricted Business (A) solicit or deal with any supplier of the 
Restricted Business, (B) solicit or deal with any customer of the 
Restricted Business, or (C) directly or indirectly, own, manage, operate, 
finance, join, control or participate in the ownership, management, 
operation, financing or control of, or be connected as a director, 
officer, employee, partner, consultant or agent with, any business in 
competition with the Restricted Business; or (ii) solicit for employment 
any of the Transferred Employees (provided, however, Buyer agrees that 
Pfingsten or its affiliates may solicit for employment Fred Gillette 
and/or Scott Greziak).  In the event that the provisions of this Section 
7.2(a) should ever be deemed to exceed the time or geographic limitations 
or any other limitations permitted by applicable laws, then such 
provisions shall be deemed reformed to the maximum permitted by 
applicable laws.  Seller and Pfingsten specifically acknowledge and agree 
that (x) the foregoing covenant is an essential element of this Agreement 
and that, but for the agreement of Seller and Pfingsten to comply with 
such covenant, Buyer would not have entered into this Agreement; (y) the 
remedy at law for any breach of the foregoing covenant will be 
inadequate; and (z) Buyer, in addition to any other relief available to 
it, shall be entitled to temporary and permanent injunctive relief in the 
event Seller, Pfingsten or any affiliate of Seller or Pfingsten violates 
the provisions of this Section 7.2(a).

		(b)	Nothing contained in this Section 7.2 shall prevent 
Seller or Pfingsten from (i) owning not more than five percent (5%) of 
the publicly traded equity securities of any competing enterprise (so 
long as they, individually or together, have no power to manage, operate, 
advise, consult with or control the competing enterprise and no power, 
alone or in conjunction with other affiliated parties, to select a 
director, general partner, or similar governing official of the competing 
enterprise), or (ii) acquiring the assets or capital stock or other 
equity interests of any Person (having revenues of at least $20,000,000 
for its most recent fiscal year as disclosed on its financial statements 
for such fiscal year) engaged in the Restricted Business if such business 
accounted for less than 5% of the revenues of such Person for the most 
recently completed fiscal year of such Person.

		(c)	Seller and Pfingsten acknowledge that the foregoing 
restrictions placed upon them are necessary and reasonable in scope and 
duration to adequately protect Buyer's interest and the goodwill of 
Buyer, and are material inducement to Buyer to execute, deliver and 
perform its obligations arising under or pursuant to the transactions 
contemplated by this Agreement or the Transaction Documents.

	Section 7.3.	Assignment of Confidentiality Agreements.    As of the 
Closing, Seller hereby assigns to Buyer all of Seller's rights under the 
Confidentiality Agreements as described on Schedule 7.3.

	Section 7.4.	Collection of Accounts Receivable.  On a weekly basis, 
Seller agrees to pay to Buyer any payments on Buyer's accounts receivable 
remitted to Seller.  On a weekly basis, Buyer agrees to pay to Seller any 
payment on Seller's accounts receivable remitted to Buyer.  With respect 
to any accounts receivable payments received by either Buyer or Seller 
relating to customers common to both Buyer and Seller, if the 
documentation relating to such accounts receivable payment does not 
specify whether the payment relates to Seller's invoice or Buyer's 
invoice, the party receiving such payment shall notify the other party 
and such payment shall not be utilized by the recipient thereof until the 
application thereof has been mutually agreed to by Buyer and Seller.  
Buyer and Seller shall provide each other with reasonable access to their 
respective books and records for the purposes of reconciling the accounts 
receivable relating to the Business Unit.  On the date that is thirty 
(30) days after the Closing Date, pursuant to the Lockbox Documents, 
Seller shall assign to Buyer the lockbox located at LaSalle National Bank 
into which Seller's accounts receivable relating to the Business Unit are 
deposited.  Notwithstanding anything herein to the contrary, Buyer and 
Seller acknowledge and agree that all accounts receivable of the Business 
Unit as of the Closing (except for the Sysco Equipment Lease Receivables) 
are being retained by Seller as an Excluded Asset.  Seller hereby grants 
to Buyer a limited power of attorney to endorse any checks payable to 
Seller which are received by Buyer and specifically relate solely to an 
account receivable of Buyer.


ARTICLE 8
MISCELLANEOUS

	Section 8.1.	Notices.  All notices, reports, records or other 
communications that are required or permitted to be given to the parties 
under this Agreement shall be sufficient in all respects if given in 
writing and delivered in person, by confirmed telecopy, by overnight 
courier or by registered or certified mail, postage prepaid, return 
receipt requested, to the receiving party at the following address:

	If to Seller:	c/o Pfingsten Partners, L.P.
		520 Lake Cook Road, Suite 375
		Deerfield, Illinois 60015
		Facsimile:  (847) 374-9150
		Attention:  John H. Underwood

	with a copy to:	Katten Muchin & Zavis
		525 West Monroe Street, Suite 1600
		Chicago, Illinois 60661-3693
		Facsimile:  (312) 902-1061
		Attention:  Julie A. Kunetka, Esq.

	If to Buyer:	Chock Full O' Nuts Corporation
		370 Lexington Avenue
		New York, New York 10017
		Facsimile:  (212) 679-9737
		Attention:  Howard M. Leitner

	with a copy to:	Morse, Zelnick, Rose & Lander, LLP
		450 Park Avenue
		New York, New York 10022
		Facsimile:  (212) 838-9190
					Attention:  George Lander, Esq.

or such other address as such party may have given to the other parties 
by notice pursuant to this Section 8.1.  Notice shall be deemed given on 
(i) the date such notice is personally delivered, (ii) three (3) days 
after the mailing if sent by Certified or Registered Mail, (iii) one (1) 
day after the date of delivery to the overnight courier if sent by 
overnight courier, or (iv) the next succeeding day after transmission by 
facsimile.

	Section 8.2.	General Definitions.  For the purposes of this 
Agreement, the following terms have the meaning set forth below:

		"Affiliate" with respect to any party, any Person directly or 
indirectly controlling, controlled by, or under common control with such 
party, and any officer, director or executive employee of such party and 
includes any past or present Affiliate of any such Person.

		"Environmental and Safety Requirements" means all federal, 
state and local laws, rules, regulations, ordinances, orders, statutes, 
actions, policies and requirements relating to public health and safety, 
worker health and safety, pollution or protection of the environment, all 
as amended or hereafter amended.

		"Hazardous Materials" means (i) hazardous materials, 
hazardous substances, extremely hazardous substances, hazardous wastes, 
infectious wastes, acute hazardous wastes, toxic substances, toxic 
contaminants or pollutants, as those terms are defined by the 
Comprehensive Environmental Response, Compensation and Liability Act, 42 
U.S.C. ? 9601 et seq. ("CERCLA"), the Resource Conservation and Recovery 
Act, 42 U.S.C. ? 6901 et seq. ("RCRA"), and any other Environmental and 
Safety Requirements; (ii) petroleum, including crude oil or any fraction 
thereof that is liquid at standard conditions of temperature and pressure 
(60 degrees Fahrenheit and 14.7 pounds per square inch absolute); (iii) 
any radioactive material, including any source, special nuclear, or by-
product material as defined in 42 U.S.C. ? 2011 
et seq.; (iv) asbestos in any form or condition; and (v) any substance 
that contains regulated levels of polychlorinated biphenyls.

		"Permitted Liens" means (i) Liens for taxes not yet due and 
payable or which are being contested in good faith and by appropriate 
proceedings, (ii) statutory Liens of landlords for amounts not yet due 
and payable, (iii) Liens of carriers, warehousemen, mechanics and 
materialmen incurred in the ordinary course of business for amounts not 
yet due and payable.

		"Person" means any individual, sole proprietorship, 
partnership, limited liability company, joint venture, trust, 
unincorporated association, corporation or other entity or any 
Governmental Authority.

	Section 8.3.	Entire Agreement.  The Schedule and Exhibits attached 
to this Agreement shall be deemed to be an integral part of this 
Agreement.  This Agreement and the Transaction Documents set forth the 
entire understanding of the parties with respect to the subject matter 
hereof and thereof, and may be modified only by instruments signed by the 
parties.

	Section 8.4.	Counterparts.  This Agreement may be executed in 
counterparts, each of which shall be deemed an original but all of which 
together shall constitute one and the same instrument.

	Section 8.5.	Third Parties.  Nothing in this Agreement, express or 
implied, is intended to confer any right or remedy under or by reason of 
this Agreement on any Person other than the parties hereto and their 
respective heirs, representatives, successors and assigns, nor is 
anything set forth herein intended to affect or discharge the obligation 
or liability of any third persons to any party to this Agreement, nor 
shall any provision give any third party any right of subrogation or 
action over against any party to this Agreement.

	Section 8.6.	Expenses.  Each of the parties shall pay all costs and 
expenses incurred or to be incurred by it in negotiating and preparing 
this Agreement and in closing and carrying out the transactions 
contemplated by hereunder and thereunder including without limitation 
legal 
and accounting fees and expenses.  Each party shall be solely responsible 
for any broker fees incurred by such party in connection with the 
transactions contemplated by this Agreement and the Transaction 
Documents.  

	Section 8.7.	Waiver.  No failure of any party hereto to exercise any 
right or remedy given such party under this Agreement or otherwise 
available to such party or to insist upon strict compliance by any other 
Party with its obligations hereunder, and no custom or practice of the 
parties in variance with the terms hereof, shall constitute a waiver of 
any party's right to demand exact compliance with the terms hereof, 
unless such waiver is set forth in writing and executed by such party.

	Section 8.8.	Survival.  Unless a specified period is set forth in 
this Agreement and in the Transaction Documents (in which event such 
specified period will control), all covenants contained in this Agreement 
will survive the Closing and remain in effect indefinitely.

	Section 8.9.	Governing Law.  This Agreement shall be construed and 
governed in accordance with the internal laws of the State of New York 
without regard to the principles of conflict of laws.

	Section 8.10.	Assignments.  No party may assign its rights or 
delegate its obligations hereunder without the consent of the other 
party.  Subject to the foregoing, this Agreement shall 
inure to the benefit of and be binding upon the parties hereto and their 
respective successors and assigns.

	Section 8.11.	Headings.  The subject headings of Articles, 
Sections and sub-Sections of this Agreement are included for purposes of 
convenience only and shall not affect the construction or interpretation 
of any of its provisions.

	Section 8.12.	Construction.  Where specific language is used 
to clarify by example a general statement contained herein, such specific 
language shall not be deemed to modify, limit or restrict in any manner 
the construction of the general statement to which it relates.  The 
language used in this Agreement shall be deemed to be the language chosen 
by the parties hereto to express their mutual intent, and no rule of 
strict construction shall be applied against any party.

	Section 8.13.	Public Announcements.  Prior to and after the 
Closing, the parties will not issue or cause the publication of any press 
release or other public announcement with respect to this Agreement or 
the transactions contemplated hereby without the prior consent of the 
other party, which consent will not be unreasonably withheld or delayed; 
provided, however, that nothing herein will prohibit any party from 
issuing or causing publication of any such press release or public 
announcement to the extent that such party determines such action to be 
required by law, in which case the party making such determination will, 
if practicable in the circumstances, use reasonable efforts to allow the 
other party reasonable time to comment on such release or announcement in 
advance of its issuance. To the extent feasible, all press releases or 
other announcements or notices regarding the transactions contemplated by 
this Agreement shall be made jointly by the parties.


[signature page to follow]

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

						SELLER:

						PARK, L.P. 


						By:Pfingsten Investment Partnership 
I, L.P.	
						Its:  General Partner

						By:Pfingsten Acquisition Corporation 
I	
						Its:  General Partner


						By:                                 
                         	
						Its:                                
                          	


						BUYER:

						CHOCK FULL O' NUTS CORPORATION

						By:                                 
                         	
						Its:                                
                          	
 

 
 



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GLOSSARY OF DEFINED TERMS (cont'd)















809443.12
03703-1-2