LIBERTY FOOD GROUP, LTD.


                    ----------------------------------------



                               As of July 1, 1999

  Dennis Lane
  c/o Liberty Food Group Ltd.,
  11 52nd Street,
  Brooklyn, NY 11232.

         Re:     Grant of Stock Option

  Dear Dennis:

         1. Grant of Option.  As an  incentive  for you to remain an employee of
  the  Company  or  its  subsidiaries,  and to  encourage  you  to  acquire  the
  proprietary  interest of a stockholder,  Liberty Food Group,  Ltd., a Delaware
  corporation and its present and future subsidiaries,  including  partnerships,
  limited  liability  companies  and  other  entities  in which it  directly  or
  indirectly  holds 50% or more of the equity interests  thereof  (collectively,
  the "Company"),  hereby gives and grants to you (the  "Optionee"),  subject to
  all of the provisions of this  Agreement,  the right and option (the "Option")
  to purchase up to the  aggregate  number of shares  (the  "Option  Shares") of
  common stock,  $.001 per share par value, of the Company set forth in part (a)
  of Exhibit A attached  hereto at the  applicable  exercise price per share set
  forth in part (c) of Exhibit A attached hereto (the "Option Price").
         2. Terms of Exercise.  The Option,  which is granted pursuant hereto is
  not exercisable until the respective  commencement exercise dates set forth in
  part (c) of Exhibit A  attached  hereto and then only for the number of Option
  Shares set forth for each  commencement  exercise date, and the Option may not
  be exercised after the respective termination exercise dates set forth in part
  (b) of  Exhibit  A  attached  hereto,  unless  extended  by the  Board  or the
  committee   appointed   by  the  Board  of   Directors  of  the  Company  (the
  "Committee").  The Option shall be  exercisable by the Optionee in whole or in
  part,  from time to time.  The  Company  agrees  that  until  the  termination
  exercise date,  the Company shall  maintain a sufficient  number of authorized
  shares of Common  Stock  (which may be unissued  shares or issued  shares that
  have been  reacquired  by the  Company) to provide  the number of  unexercised
  Option  Shares  granted to  Optionee  hereunder,  after  giving  effect to all
  adjustments pursuant to Section 8 of the Plan.
         3.  Limitations  on Right to Exercise.  Unless  earlier  terminated  in
  accordance  with  its  terms,  the  Option  shall  terminate  upon  any of the
  following:
                 (i)    Voluntary termination of employment by the
         Optionee, with or without the consent of the Company;

                 (ii)  Termination of the  Optionee's  employment by the Company
         other than for cause; or

                 (iii)  Termination  of the  Optionee's  employment  because  of
         death, disability,  retirement, or because the employing subsidiary has
         ceased to be a  subsidiary  of the  Company and the  Optionee  did not,
         prior thereto or contemporaneously therewith, become an employee of the
         Company or of another subsidiary;

  provided,  that  in any  such  event,  any  Options  granted  hereunder  shall
  automatically  vest on the date thereof shall be exercisable by Optionee,  his
  estate,  successor or assigns,  until the expiration date attributable to such
  Options.
         4. Payment of Option Price and Conditions of Exercise. Each exercise of
   the Option shall be effective only upon the
  delivery of a written notice of such exercise to the Company, addressed to the
  Secretary of the Company (the  "Secretary"),  together with payment in full of
  the price  for as many of the  Option  Shares as to which the  Option is being
  exercised. The date of exercise,  provided the Option is validly exercised, is
  the date on which the Secretary  receives the notice,  payment and instruments
  referred to in this  Paragraph  4. The price for such Option  Shares  shall be
  paid in cash.  No person  exercising  the Option will be, or will be deemed to
  be, the owner of any Option Shares and shall have no rights as  shareholder in
  respect  of  such  Option  Shares  until  the  occurrence  of  the  applicable
  commencement  exercise date, and the  satisfaction of all other  conditions to
  the issuance of such Option Shares and unless and until  certificates for such
  Option  Shares are  issued to such  person.  The  Committee  may  require as a
  condition  of  each  exercise  of the  Option  that  the  Optionee  (or  other
  authorized purchaser of Option Shares) represents in writing to the Company at
  the  time of  exercise  of the  Option  that  it is the  Optionee's  (or  such
  purchaser's)  then  intention to acquire the Option Shares for  investment and
  not for resale or with a view to the distribution thereof may require that the
  Optionee (or such purchaser)  deliver this Agreement to the Secretary or other
  designated officer of the Company, who shall endorse hereon a notation of such
  exercise and return this Agreement to the Optionee (or such purchaser).
         5. Adjustment of Option Price and Number of Shares. The number and kind
  of Option Shares  purchasable  upon the exercise of this Option and the Option
  Price  hereunder shall be subject to the adjustment from time to time upon the
  occurrence of certain events, as follows:
          (a)   Reclassification,   Etc.   In  case  of  any   reclassification,
  reorganization,  change or conversion of securities of the class issuable upon
  exercise of this Option  (other than a change in par value,  or from par value
  to no par value) of other shares or  securities  of the  Company,  or (ii) any
  consolidation  of the Company with or into another  corporation  (other than a
  merger or consolidation  with another  corporation in which the Company is the
  acquiring  and the  surviving  corporation  and which  does not  result in any
  reclassification or change of outstanding securities issuable upon exercise of
  this Option),  or (iii) any sale of all or substantially  all of the assets of
  the Company, then the Company, or such successor or purchasing corporation, as
  the case may be,  shall duly  execute  and deliver the holder of this Option a
  new  Option  or  a  supplement  hereto  (in  form  and  substance   reasonably
  satisfactory to the holder of this Option),  so that the holder of this Option
  shall have the right to receive,  at a total purchase price not to exceed that
  payable upon the exercise of the  unexercised  portion of this Option,  and in
  lieu of the shares of Common Stock  theretofore  issuable upon the exercise of
  this  Option,  the kind and  amount of  shares of stock and other  securities,
  receivable upon such reclassification, reorganization, change or conversion by
  a holder of the number of shares of Common Stock then  purchasable  under this
  Option.  Such new Option shall provide for adjustments that shall be as nearly
  equivalent  as may be  practicable  to the  adjustments  provided  for in this
  Section 5. The  provisions  of this  Section  5(a) shall  similarly  attach to
  successive reclassifications, reorganizations, changes, and conversions.
          (b)  Subdivision  of Shares.  If the Company at any time during  which
  this Option  remains  outstanding  and  unexpired  shall  subdivide its Common
  Stock, the Option Price shall be  proportionately  decreased and the number of
  Shares purchasable hereunder shall be proportionately increased.
          (c) Below Market Issuance;  Stock  Dividends;  Etc.. If the Company at
  any time while this Option is  outstanding  and  unexpired  shall (i) issue or
  sell any shares of Common  Stock at a price  below  average of the closing bid
  prices for the Common Stock, as reported by the principal  exchange upon which
  the Common Stock trades,  for the 20 consecutive  trading days ending with the
  day which is two  trading  days  prior to the date of  issuance  (the  "Market
  Price"),  other than  shares  issued  pursuant  to the  exercise of options or
  warrants  outstanding as of the date hereof,  (ii) issue, sell or fix a record
  date for the  issuance  of  rights,  options,  warrants  or  other  securities
  exercisable,  convertible  or  exchangeable  into Common Stock  (collectively,
  "Warrants"),  at a price per share (or exercise,  conversion or exchange price
  per share) which is below Market  Price,  (iii) pay a dividend with respect to
  Common  Stock  payable  in Common  Stock or  Warrants,  or (iv) make any other
  distribution   with   respect  to  Common  Stock   (except  any   distribution
  specifically  provided for in Sections 5(a) and (b) above), the price at which
  the holder of this Option  shall be able to purchase  Shares shall be adjusted
  by multiplying  the Option Price in effect  immediately  prior to such date of
  determination   of  the  holders  of  securities   entitled  to  receive  such
  distribution,  by a fraction  (A) the  numerator  of which  shall be the total
  number  of  shares  of  Common  Stock  outstanding  immediately  prior to such
  dividend or distribution,  and (B) the denominator of which shall be the total
  number of shares of Common Stock  outstanding  immediately after such dividend
  or  distribution,  as if all such Warrants had been  exercised and the Company
  received the consideration payable in respect thereof. Upon each adjustment in
  the Option Price pursuant to this Section 5(c), the number of Shares of Common
  Stock purchasable  hereunder shall be adjusted, to the nearest whole share, to
  the  product  obtained  by  multiplying  the  number  of  Shares   purchasable
  immediately  prior to such  adjustment in the Option Price by a fraction,  the
  numerator  of  which  shall  be the  Option  Price  immediately  prior to such
  adjustment and the denominator of which shall be the Option Price  immediately
  thereafter.
          (d)  Repurchase  or  Redemptions  of Common  Stock or Options.  If the
  Company at any time while  this  Option is  outstanding  and  unexpired  shall
  repurchase or redeem any  outstanding  shares of Common Stock or any Warrants,
  the Option Price shall  thereupon be adjusted by multiplying  the Option Price
  in effect immediately prior to such repurchase or redemption by a fraction (i)
  the  numerator of which shall be Option Price in effect  immediately  prior to
  such  repurchase or redemption and (ii) the  denominator of which shall be the
  per share fair market value of the  consideration  paid for each of the shares
  of Common Stock  and/or  Options at the time of purchase or  redemption.  Upon
  each  adjustment in the Option Price pursuant to this Section 5(d), the number
  of Shares of Common Stock  purchasable  hereunder  shall be  adjusted,  to the
  nearest  whole share,  to the product  obtained by  multiplying  the number of
  Shares purchasable immediately prior to such adjustment in the Option Price by
  a fraction, the numerator of which shall be the Option Price immediately prior
  to such  adjustment  and the  denominator  of which shall be the Option  Price
  immediately  thereafter.  Notwithstanding  anything  contained  herein  to the
  contrary,  upon a  reverse  stock  split of the  outstanding  shares of Common
  Stock,  there shall be no  adjustment to either the Option Price or the number
  of shares of Common Stock purchasable hereunder.
          (e) Notice of Adjustments.  Whenever the Option Price or the number of
  Option Shares purchasable hereunder shall be adjusted pursuant to this Section
  5, the Company  shall  prepare a  certificate  setting  forth,  in  reasonable
  detail, the event requiring the adjustment,  the amount of the adjustment, the
  method by which such  adjustment was  calculated.  Such  certificate  shall be
  signed by its chief financial  officer and shall be delivered to the holder of
  this Option.
          (f) Fractional  Shares.  No fractional  shares of Common Stock will be
  issued  in  connection  with  any  exercised  hereunder,  but in  lieu of such
  fractional  shares the Company shall make a cash payment therefor based on the
  fair market  value of the Common  Stock on the date of exercise as  reasonably
  determined in good faith by the Company's Board of Directors.
          (g) Cumulative Adjustments. No adjustment in the Option Price shall be
  required  under  this  Section  5 until  cumulative  adjustments  result  in a
  concomitant  change  of 1% or more of the  Option  Price or in the  number  of
  Option  Shares  purchasable  hereunder  as in  effect  prior to the last  such
  adjustment;  provided,  however,  that any adjustments which by reason of this
  Section 6 are not required to be made shall be carried  forward and taken into
  account in any subsequent  adjustment.  All calculations  under this Section 5
  shall be made to the nearest cent or to the nearest  one-hundredth of a share,
  as the case may be.
         6.  No  Right  to  Continued  Employment.  This  Agreement  is  not  an
  employment  agreement  and nothing  contained in this  Agreement  shall in any
  manner restrict or affect the right of the Company to terminate the Optionee's
  employment at any time, for any reason, with or without cause.
         7. Compliance with Laws and Regulations.  The Option and the obligation
  of the  Company  to sell  and  deliver  the  Option  Shares,  or any of  them,
  hereunder shall be subject to all applicable federal and state laws, rules and
  regulations  and to such approvals by any  government or regulatory  agency as
  may be  required.  Without  limiting  the  generality  of the  foregoing,  the
  Optionee  acknowledges  and  understands  that the Option Shares have not been
  registered  under the Securities  Act of 1933, as amended,  or under the "blue
  sky" or securities laws of any state, that the Company has no obligation to so
  register  any of the Option  Shares and that,  except to the extent the Option
  Shares are so registered,  the Option Shares will be restricted securities and
  may be sold,  transferred  or otherwise  disposed of only if an exemption from
  such  registration is available.  Unless and until the Option Shares have been
  so registered,  there shall be noted conspicuously upon each stock certificate
  representing Option Shares, the following legend:

          "The shares of stock  represented  by this  certificate  have not been
         registered  under the  Securities  Act of 1933, as amended ("1933 Act")
         nor under any applicable state securities act and may not be offered or
         sold  except  pursuant  to  (i)  an  effective  registration  statement
         relating  to such  stock  under the 1933 Act and any  applicable  state
         securities  act,  (ii)  Rule  144  under  the  1933  Act to the  extent
         applicable  (or any similar rule under such act or acts relating to the
         disposition of securities), or (iii) an opinion of counsel satisfactory
         to the Corporation that an exemption from  registration  under such act
         or acts is available.

          The  rights  to  transfer  and vote  the  shares  represented  by this
         Certificate are restricted by the terms and provisions  contained in an
         Employee Stock Option Agreement."

         8. Sale of Entire Stock of the Company.  In the event that the Board of
  Directors  of the  Company  or the  holders  of more than 50% of the shares of
  Common Stock of the Company  accept a bona-fide  offer  received  from a third
  party unaffiliated with the Company (including an offer which is the result of
  a solicitation by the Company or such Common shareholders) for the sale of all
  or substantially all of the Common Stock of the Company, then upon the request
  of the Board of Directors of the Company,  Optionee  agrees to sell all of the
  Option  Shares to the third party  purchaser at the same price and terms as to
  be received  solely in respect of share purchase price by the other holders of
  Common  Stock of the  Company  (which  price  shall  exclude  the value of any
  payments  or  benefits  received  by any  other  shareholder  pursuant  to any
  employment,  management, consulting,  non-competition,  severance, restrictive
  covenant or similar  agreement,  or any  securities  or options or warrants or
  rights to  subscribe  to  securities,  payable or granted as  compensation  or
  incentives for services  rendered or to be rendered).  The Optionee shall also
  tender the Option Shares  (together with stock  certificates  and stock powers
  therefor  endorsed  in  blank),  free  and  clear  of all  liens,  claims  and
  encumbrances  other than this  Agreement,  and shall  execute and deliver such
  other  instruments  and  documents  so as to implement  the  approved  sale of
  capital stock of the Company.
         9.      Execution.
          (a) The grant of the Option  hereunder  shall be binding and effective
  only if this  Agreement is duly executed by or on behalf of the Company and by
  the  Optionee  or his  representative,  and a signed  copy is  returned to the
  Company.
          (b) Optionee  acknowledges that no assurances or  representations  are
  made by the Company as to the present or future  market value of the Company's
  Common Stock or as to the business,  affairs, financial condition or prospects
  of the Company.  Optionee  acknowledges that the Shares of the Company are not
  publicly  traded,  that there is  currently no market for the Shares nor is it
  likely any market will ever develop for the Shares.  Neither  Optionee nor his
  estate,  personal  representatives  or any other successor or transferee shall
  have any registration rights with respect to any public offering of securities
  of the Company, its subsidiaries,  affiliates,  successors or assigns.  AGREED
  AND ACCEPTED:



  Dennis Lane (Signature of Optionee) LIBERTY FOOD GROUP, LTD.



  By: ______/s/________________
         Name: Barry Hawk
          Title: President

                                EXHIBIT A



  (a)        Total Number of shares of the Common Stock covered by
             the Option: Two million one hundred seventy five
             thousand (2,175,000 Shares)

  (b)        Termination  exercise date:  For each tranche of Options  described
             below, seven years from the date of vesting of such tranches.

  (c)        Number of Shares; Vesting Date; Exercise Price per share:


              Vesting Date;
  Number of Shares          Exercise Date              Exercise
                                                       Price per share

  <TABLE>
  <S>                            <C>                                  <C>
              275,000            (i) On or before July 1,             Par value per share
                                 2000 if, for the 12 month
                                 period ending June 30, 2000
                                 the Company as achieved 20%
                                 revenue growth from the 12
                                 month period commencing
                                 June 30, 1999, or (ii)
                                 immediately upon the
                                 acquisition of another
                                 entity with $5,000,000 or
                                 more in annual revenues in
                                 such entity's most recent
                                 fiscal year

              400,000            (i) On or before July 1,               $1.00 per share
                                 2001 if, for the 12 month
                                 period ending June 30, 2001
                                 the Company has achieved
                                 20% revenue growth from the
                                 12 month period commencing
                                 June 30, 2000, or (ii)
                                 immediately upon the
                                 acquisition of another
                                 entity with $5,000,000 or
                                 more in annual revenues in
                                 such entity's most recent
                                 fiscal year

              450,000            (i) On July 1, 2002 if, for            $1.50 per share
                                 the 12 month period ending
                                 June 30, 2002 the Company
                                 has achieved 20% revenue
                                 growth from the 12 month
                                 period commencing June 30,
                                 2001, or (ii) immediately
                                 upon the  acquisition of
                                 another entity with
                                 $5,000,000 or more in
                                 annual revenues in such
                                 entity's most recent fiscal

              500,000            (i) On July 1, 2002 if, for            $2.00 per share
                                 the 12 month period ending
                                 June 30, 2001 the Company
                                 has achieved 20% revenue
                                 growth from the 12 month
                                 period ending June 30,
                                 2002, or (ii) immediately
                                 upon acquisition of another
                                 entity with $5,000,000 or
                                 more in annual revenues in
                                 such entity's most recent
                                 fiscal year

              550,000            (i) On July 1, 2004 if, for            $2.50 per share
                                 the 12 month period ending
                                 June 30, 2004 the Company
                                 has achieved 20% revenue
                                 growth from the 12 month
                                 period commencing June 30,
                                 2003, or (ii) immediately
                                 upon the  acquisition of
                                 another entity with
                                 $5,000,000 or more in
                                 annual revenues in the
                                 entity's most recent fiscal
  </TABLE>

     Notwithstanding  the  foregoing,  Shares  shall vest if either the  revenue
  growth or an acquisition  benchmark shall occur within the following  12-month
  period  (e.g.,  if the  Company  achieved  18%  revenue  or did  not  make  an
  acquisition for the 12-month period but within the subsequent 12 months either
  achieves  2% revenue  growth or an  acquisition,  the shares for the  previous
  period shall vest.