CONTRACT MADE AND ENTERED INTO AS OF THE 2ND DAY OF APRIL 2001 AT THE PLACES
INDICATED HEREINBELOW

BY AND BETWEEN:

                                    DONINI, INC.

                                    a New Jersey corporation, duly incorporated
                                    and validly existing according to law,
                                    having a registered office at 4555 des
                                    Grandes Prairies Blvd., Suite 30, in the
                                    City of St. Leonard, Province of Quebec, H1R
                                    1A5, herein duly represented by Mr. Peter
                                    Deros, its representative, duly authorized
                                    for these purposes as he so declares,

                                    hereinafter referred to as "DONINI"

AND:                                MR. CHET ZALESKY, businessman, residing and
                                    domiciled at 2325 N. Peachtree Court,
                                    Atlanta, Georgia, U.S.A. 30338.

                                    hereinafter referred to as "CHET"

AND:                                MR. DENNIS ZWEIG, businessman, residing and
                                    domiciled at 7560 Bridgegate Ct., Atlanta,
                                    Georgia, U.S.A. 30350.

                                    hereinafter referred to as "DENNIS"

AND:                                ZSQUARED, LLC

                                    a limited liability company, duly organized
                                    and validly existing under the laws of
                                    Georgia, U.S.A., herein represented by Mr.
                                    Dennis Zweig, its co-manager, duly
                                    authorized as he so declares,

                                    hereinafter referred to as "ZSQUARED"

                                    (CHET, DENNIS and ZSQUARED are sometimes
                                    referred herein as the "AGENTS")

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<PAGE>

WHEREAS DONINI has acquired the shares of Pizza Donini Inc., a Canadian
corporation and is in the process of becoming listed on Nasdaq for the purpose
of selling its stock on the Over-the-Counter bulletin board;

WHEREAS the AGENTS have provided to Pizza Donini Inc. certain marketing and
sales services since November 2000;

WHEREAS, upon the date on which the shares of DONINI begin trading on the
Over-the-Counter Bulletin Board or Nasdaq (the "effective date"), the AGENTS
wish to provide certain marketing and sales services to DONINI, its subsidiaries
and affiliates;

WHEREAS DONINI wishes to engage the services of the AGENTS as of the effective
date, under the terms and conditions provided herein.

     1.  The preamble shall form an integral part of this Agreement.

     2.  DONINI shall engage the services of the AGENTS for a period of three
         (3) years commencing on the effective date and terminating thirty-six
         (36) months thereafter.

     3.  The AGENTS shall provide to DONINI, its affiliates and subsidiaries
         such marketing and sales services as DONINI shall require in order to
         establish and expand the market presence of "Pizza Donini" products and
         services within the United States of America, to the best of their
         abilities. Where the AGENTS fail to provide consulting and advisory
         services pursuant to the terms hereof at any time, DONINI shall be
         entitled to reasonably amend the present Agreement.

     4.  The AGENTS shall receive, over the term of their agreement, and in
         lieu of remuneration for services rendered, the following shares in the
         capital stock of DONINI:

         a)  as of the date hereof, DENNIS shall receive, in his capacity as
             AGENT to DONINI, SEVENTY-FIVE THOUSAND (75,000) shares of common
             stock of DONINI, as fully paid and non-assessable;

         b)  as of the date hereof, CHET shall receive, in his capacity as
             director of DONINI, SEVENTY-FIVE THOUSAND (75,000) shares of common
             stock of DONINI, as fully paid and non-assessable;

         c)  on or before August 30th, 2001, DONINI shall issue to each of CHET
             and DENNIS, in their capacity as AGENTS to DONINI, SEVENTY-FIVE
             THOUSAND (75,000) shares common stock of DONINI, as fully paid and
             non-assessable;

                                                                     Page 2 of 8
<PAGE>

         d)  on or before August 30th, 2001, DONINI shall issue to each of CHET
             and DENNIS, in their capacity as AGENTS to DONINI, an additional
             ONE HUNDRED AND FIFTY THOUSAND (150,000) common shares of DONINI,
             as fully paid and non-assessable.

         e)  In the event that any of the AGENTS shall cease to provide any of
             the services outlined after the commencement date but prior to the
             issuance of the shares provided in subparagraph d) above, CHET and
             DENNIS shall forfeit the right to receive the shares outlined in
             sub-paragraph d) above.

         f)  All shares so issued shall be subject to all applicable federal and
             state securities legislation, regulation and policy, including all
             rules regarding the disposition of shares by insiders.

     5.  In addition to the above, DONINI shall reimburse or ensure that the
         AGENTS be reimbursed for any out of pocket expenses incurred by them,
         provided that prior to incurring such expenses, DONINI shall have
         approved same. The AGENTS must submit, together with their claim for
         reimbursement, such invoices, vouchers, cash register slips or other
         items as DONINI, its affiliates or subsidiaries shall reasonably
         require.

     6.  In recognition of services rendered and provided that the AGENTS are
         continuing to act for DONINI as provided herein, they shall also
         receive from DONINI certain stock options, the whole as detailed more
         fully hereinbelow, which options and the shares that may be issued
         pursuant thereto shall be subject to all applicable securities laws,
         regulations and policies, including all rules regarding the
         disposition of shares by insiders:

         a)  ninety-one (91) days following the effective date, each of CHET and
             DENNIS shall receive an option to purchase SIXTY-FIVE THOUSAND
             (65,000) shares of common stock of DONINI, at a price equal to
             seventy-five percent (75%) of the five (5) day average trading
             price immediately following the first ninety (90) days of trading
             of the common stock of DONINI on the Over-the-Counter Bulletin
             Board or Nasdaq (the "exercise price"), provided however that the
             exercise price of the stock is not less than fifty percent (50%) of
             the average of the five (5) highest closing prices during the
             ninety (90) day period immediately following commencement of
             trading. The option so granted may be exercised at any time between
             the 96th day following the effective date and twenty-four months
             following the granting of the option.

         b)  Twelve (12) months following the granting of the option described
             in subparagraph 6a) hereof, each of CHET and DENNIS shall receive
             an option to purchase ONE HUNDRED AND TWENTY-FIVE THOUSAND

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<PAGE>

             (125,000) shares of common stock of DONINI at a price equal to
             seventy-five percent (75%) of the five (5) day average trading
             price of the stock immediately following the granting of the option
             described in this sub-paragraph (the "exercise price"), provided
             however that the exercise price of the stock is not less than fifty
             percent (50%) of the average of the five (5) highest closing prices
             during the ninety (90) day period immediately following
             commencement of trading. The option so granted may be exercised at
             any time within twenty-four (24) months following the granting of
             the said option.

         c)  Twenty-four (24) months following the granting of the option
             described in subparagraph 6a) hereof, each of CHET and DENNIS shall
             receive an option to purchase ONE HUNDRED AND NINETY THOUSAND
             (190,000) shares of common stock of DONINI at a price equal to
             seventy-five percent (75%) of the five (5) day average trading
             price of the stock immediately following the granting of the option
             described in this sub-paragraph on the Over-the-Counter Bulletin
             Board or Nasdaq (the "exercise price"), provided however that the
             exercise price of the stock is not less than fifty percent (50%) of
             the average of the five (5) highest closing prices during the
             ninety (90) day period immediately following commencement of
             trading. The option so granted may be exercised at any time within
             twenty-four (24) months following the granting of the said option;

         d)  In the event that the AGENTS shall cease to provide any of the
             services outlined hereunder prior to the granting of any of the
             options described in this paragraph 6 then CHET and DENNIS shall
             forfeit the right to receive any option hereunder that has yet to
             be granted by DONINI. In addition, where the AGENTS have ceased to
             provide any of the services outlined herein within six (6) months
             of the granting of any option hereunder, CHET and DENNIS shall
             remit to DONINI for cancellation any option or portion thereof,
             prorated to the amount of service provided by the AGENTS, or any of
             them, in that year;

     7.  During the term hereof CHET shall be appointed to the Board of
         Directors of DONINI. DONINI shall provide reasonable directors'
         liability insurance and shall assume such reasonable expenses incurred
         by CHET in respect of his duties as a director.

     8.  The AGENTS undertake to devote such time and effort as is mutually
         agreed in order to diligently provide the services specified herein.
         During the first twelve (12) months of the term of the agreement, the
         AGENTS, either together or separately, shall attend a minimum of one
         (1) day per month in planning meetings or such number of meetings as
         DONINI may require, up to four (4) or five (5) days per month.

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<PAGE>

     9.  DONINI and the AGENTS shall enter into a brokerage agreement, the terms
         of which shall be mutually acceptable to the parties in respect of the
         sale of the products listed in Schedule "A" annexed hereto (the
         "Products") within the United States of America, pursuant to which the
         AGENTS shall receive a commission equal to between one percent (1%) and
         four percent (4%) of any sums received by DONINI, its affiliates or
         subsidiaries, in respect of sales of the Products introduced or sold
         directly through the AGENTS' efforts. The total commission payable to
         the AGENTS in each instance shall be determined by DONINI on a
         case-by-case basis and, in any event, the total commission payable by
         DONINI, its subsidiaries and affiliates to any parties shall not exceed
         five percent (5%) of the amounts received by DONINI, its affiliates or
         subsidiaries in respect of the sales of the Products. Where the AGENTS
         fail to provide a business-to-business plan within five (5) months
         following the effective date, DONINI shall be entitled to reasonably
         amend the present Agreement.

     10. In the event that DONINI shall decide to open a U.S. national sales
         office in Atlanta, Georgia, the AGENTS shall be responsible for setting
         up the sales office. All plans, expenses and other material aspects in
         setting up a DONINI national sales office in the U.S. shall be subject
         to the prior express approval of DONINI and shall be at its expense.
         The AGENTS shall be responsible for hiring national sales staff for the
         DONINI U.S. national sales office, the whole upon the prior express
         consent of DONINI.

     11. The AGENTS shall have the right to open a "Pizza Donini" franchise
         location during the term of the agreement in a mutually acceptable
         location in Atlanta, Georgia. The financing for the building, equipping
         and opening of the said location shall be arranged by TTByrne Capital
         Investment Inc. or its nominee and the franchisee shall be controlled
         by Mr. Terence Byrne, Sr.. The franchisee shall not be liable for any
         initial franchise fee in respect of this location, however the
         franchisee shall pay such royalties and other fees normally payable by
         "Pizza Donini" franchisees. The franchisee shall execute the standard
         form Franchise Agreement and ancillary documents for the United States.

     12. The AGENTS shall be granted a master franchise agreement for the
         territory consisting of the state of Georgia (the "Territory"), and
         shall have the right to sub-franchise to qualified persons or entities
         the right and license to operate "Pizza Donini" restaurants under such
         terms and conditions as are stipulated by DONINI, its affiliates and
         subsidiaries. The AGENTS shall receive ten percent (10%) of the amount
         of any initial franchise fee received by DONINI, its affiliates or
         subsidiaries in respect of such sub-franchises as commission for the
         sale of the said franchises and ten percent (10%) of any royalties
         received in respect of such franchises. In addition to the Territory,
         DONINI shall grant to the AGENTS a right of first refusal to acquire
         master franchise rights for the states of Alabama, Tennessee, South
         Carolina, North Carolina and Florida during the term of the agreement.
         The parties shall enter into such master franchise agreement(s) as

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<PAGE>

         shall be required, which agreement(s) shall contain such terms and
         conditions as are usually contained in similar agreements, including
         provisions for the payment of master franchise fees, royalties and
         other fees to DONINI. Where the AGENTS fail to provide a master
         franchise plan within ten (10) months following the effective date,
         DONINI shall be entitled to reasonably amend the present Agreement.

     13. In the event that DONINI shall authorize any other sales agent for the
         purpose of selling "Pizza Donini" franchises in the U.S. outside the
         Territory (the "Outside Agent"), the AGENTS shall be entitled to
         receive ten percent (10%) of the master franchise fee and of the
         commission on any initial franchise fee received by the Outside Agent
         on the sale of franchises by the Outside Agent and on the commissions
         on royalties generated by the Outside Agent where the AGENTS are
         instrumental in assisting or advising DONINI and the Outside Agent.

     14. In the event that DONINI shall establish a national training center in
         the United States ("Pizza Donini University"), where such center is
         established further to the efforts, advice and assistance of the AGENTS
         in Atlanta and where through the efforts of the AGENTS Pizza Donini
         University becomes profitable, any profits shall be distributed between
         DONINI and the AGENTS at the rate of 88% and 12% respectively. To the
         extent that Pizza Donini University requires funding in addition to any
         revenues that it may receive, all such expenses (including staff) shall
         be paid by DONINI and shall be subject to its prior express approval.

     15. In the event that DONINI shall establish any central order processing
         centers ("call centers") within the United States, the AGENTS shall be
         entitled to a right of first refusal to act as provider to DONINI. All
         profits emanating from the call centers managed by the AGENTS shall be
         divided between the AGENTS and DONINI at the rate of 35% and 65%,
         respectively, and all costs and expenses shall be incurred by DONINI.
         However, no profits shall be distributed by the call centers until such
         time as DONINI shall have recaptured all set-up costs and expenses,
         including depreciation.

     16. The parties shall execute such further documents, agreements and
         instruments as may be necessary in order to give full force and effect
         to the foregoing and shall obtain such authorizations, approvals,
         permits and consents as may be required by law or otherwise, including
         any approvals of the Board of Directors of any corporate entities.

     17. The present agreement supersedes and replaces all previous agreements,
         understandings, instruments and contracts that may exist between the
         parties, whether verbal or written.

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     18. This Agreement shall be interpreted in accordance with the laws of the
         state of New Jersey, U.S.A. and any and all disputes shall be submitted
         to the Superior Court for the state of New Jersey.

     19. This Agreement was drafted in English at the request of the parties
         hereto. La presente convention a ete redigee en anglais a la demande
         des parties aux presentes.


SIGNED AT MONTREAL, QUEBEC, CANADA AS OF THE 2ND DAY OF APRIL 2001.


DONINI INC.

Per: /s/ PETER DEROS                        /s/ STELLA PEHLIVANIAN
     -------------------------              -------------------------
     PETER DEROS                            Witness
     duly authorized for these purposes


SIGNED AT ATLANTA, GEORGIA, U.S.A., AS OF THE 2ND DAY OF APRIL 2001.

/s/ CHET ZALESKY                            /s/ PAULINE CANIPE
-------------------------                   -------------------------
CHET ZALESKY                                Witness


SIGNED AT ATLANTA, GEORGIA, U.S.A., AS OF THE 2ND DAY OF APRIL 2001.

/s/ DENNIS ZWEIG                            /s/ PAULINE CANIPE
-------------------------                   -------------------------
DENNIS ZWEIG                                Witness


SIGNED AT ATLANTA, GEORGIA, U.S.A., AS OF THE 2ND DAY OF APRIL 2001.

ZSQUARED, LLC

Per: /s/ DENIS ZWEIG                        /s/ PAULINE CANIPE
     -------------------------              -------------------------
     DENNIS ZWEIG                           Witness
     duly authorized for these purposes


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                                  SCHEDULE "A"


                               PRODUCTS TO BE SOLD
                        PURSUANT TO CONTRACT WITH AGENTS

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



     1.  Frozen Pizza Shells - Regular and Self-Rising;

     2.  Refrigerated and/or Frozen Raw Dressed Self-Rising Pizza (single or
         multi-serve);

     3.  Refrigerated, Par-baked Crust, Deli-Counter Dressed Pizza (single or
         multi-serve);

     4.  Frozen, Par-Baked Dressed Pizza (single or multi-serve);

     5.  Frozen Pizza Pockets (regular or microwave oven);

     6.  Microwavable Frozen Dressed Pizza (single or multi serve);

     7.  Pizza and Pasta Sauces.

     8.  Raw Dough Balls



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