COMPROMISE SETTLEMENT &
                          NOTE MODIFICIATION AGREEMENT

WHEREAS:

     In May, 1999, SPORTS GROUP  INTERNATIONAL,  INC. ("SPGK")  purchased SELMAN
SYSTEMS, INC. ("SELMAN") from ZIAD S. DALAL ("DALAL"); and

WHEREAS:

     Selman  had  purchased  in  escrow  Fru-Cor,   Inc.,  a  Texas  corporation
("FRU-COR"), simultaneously with SPGK's purchase of Selman; and

WHEREAS:

     Part of the  purchase  price  paid by SPGK to Dalal for  Selman was a three
hundred thousand dollar  ($300,000.00)  Promissory Note ("Dalal Note") dated May
21, 1999, payable from Selman to Dalal; and

WHEREAS:

     The parties (SPGK, Selman and Dalal),  executed other documents on or about
May 21/22, 1999,  including but not limited to a Guaranty Agreement,  Pledge and
Security Agreement,  Share Purchase Agreement,  Closing Agreement and Consulting
Agreement; and

WHEREAS:

     Dalal contends that SPGK defaulted  under the above  referenced  agreements
which  gave him the right to  accelerate  the  Dalal  Note and  receive  default
interest and legal fees; and

WHEREAS:

     Dalal filed suit against SPGK and Selman in cause no. DV99-6045-L,  pending
in the 193rd District Court of Dallas County, Texas; and

WHEREAS:

     Without  admitting  any  wrongdoing,  all parties  wish to buy peace and to
avoid the expense of further  litigation and wish to enter into this  Compromise
Settlement and Note Modification Agreement ("Settlement Agreement"):

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 1
<PAGE>
NOW, THEREFORE,

     The parties agree as follows:

1.   SPGK will pay the following  sums to Dalal by the  following  dates in full
     and  final  payment  of all  sums due  under  the May 22,  1999  Consulting
     Agreement:

     a.   February 1, 2000 - $10,000.00

     b.   March 1, 2000 - $10,000.00

2.   SPGK shall pay Dalal,  no later than  December 31, 1999,  the sum of eleven
     thousand  two hundred  fifty  dollars  ($11,250.00)  in payment of interest
     payments previously due between September 1, 1999 and January 1, 2000 under
     the Dalal Note. Dalal acknowledges receipt of this sum.

3.   SPGK shall pay Dalal's legal fees as follows:

     a.   $6,000.00 on February 1, 2000

     b.   $8,105.66 on March 1, 2000

4.   Paragraph  2 of the May 21,  1999 Dalal Note is hereby  modified to read as
     follows:

     PARAGRAPH  2.  PAYMENT.  Principal  of and  interest  on this Note shall be
     payable as follows:

     a.   Beginning on February 1, 2000, and continuing on the first day of each
          month for  thirty-six  (36) months  thereafter  prior to the  maturity
          hereof  (whether  such  maturity  arises  pursuant to passage of time,
          acceleration  of the  indebtedness  evidenced  hereby  or  otherwise),
          monthly  installments  of principal  and/or  interest in the amount of
          nine thousand five hundred forty dollars  ($9,540.00) shall be due and
          payable.

     b.   All accrued unpaid  interest and principal  hereunder shall be finally
          due and  payable  on  January  1,  2003,  if  such  amounts  have  not
          previously matured due to acceleration for default, or been paid under
          the provisions for permitted prepayments, as hereinafter set forth, or
          otherwise.

     If any scheduled  payment date is not a business day,  Maker shall make any
payment  required to be made on such day on or before the immediately  preceding
business day.

5.   The following is added to Paragraph 4 of the May 21, 1999 Dalal Note
          as an Event of Default:

     d.   Selman  defaults  on the  one  million  two  hundred  thousand  dollar
          ($1,200,000.00)  Note dated July 7, 1999 from Selman Systems,  Inc. to

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 2
<PAGE>

          Kenneth L. Musgrave,  Ltd., a Texas limited  partnership,  Tony Conder
          and  Larry  Pearce,  as it  may be  modified  from  time-to-time  (the
          "Musgrave  Note"),  and  such  default  is not  timely  cured,  or the
          Musgrave Note becomes due in full (by its terms and without  regard to
          defenses  and  counterclaims  outside  the face of the  Note),  and is
          unpaid prior to the Dalal Note being paid off.

6.   Paragraph  7 of the May 21,  1999  Guaranty  Agreement  by SPGK in favor of
     Dalal now reads as follows:

          PARAGRAPH 7. FINANCIAL  STATEMENT AND OTHER  MATERIALS.  The Guarantor
          warrants  and  represents  to  Dalal  that  all  financial  statements
          previously  delivered  by  Guarantor to Dalal are true and correct and
          that there are no  material  adverse  changes  as of the date  hereof,
          after giving effect to the  execution of the Guaranty.  So long as any
          of the Indebtedness remains outstanding, Guarantor shall provide Dalal
          within  fifty (50) days  following  the end of each of the first three
          fiscal quarters of each fiscal year,  with a copy of Guarantor's  10Q;
          and  within one  hundred  five days  (105)  following  the end of each
          fiscal year, with a copy of Guarantor's 10K.  Provided  however,  that
          because Guarantor will not be filing a 10K in calendar 2000, Guarantor
          will furnish Dalal its audited  financials by April 15, 2000, and will
          timely furnish a 10K in subsequent years.

7.   Section 6(c) of the May 21, 1999 Pledge and  Security  Agreement by SPGK in
     favor of Dalal shall now read as follows:

          FINANCIAL  STATEMENTS:  BOOKS  AND  RECORDS.  So  long  as  any of the
          Indebtedness  remains  outstanding,  Pledgor  shall  provide  Pledgee,
          within  forty-five  (45)  days  following  the  end of  each  calendar
          quarter, internally prepared financial statements of Selman evidencing
          compliance with the net worth covenant in Section 6(c), as produced by
          Selman  within  its  current  practices  and  certified  by the  Chief
          Financial Officer of Selman to fairly present the financial  condition
          of  Selman  as of the end of such  quarter.  The  quarterly  financial
          statements  of Selman  that have been and will be  provided to Pledgee
          were  and will be  prepared  in  accordance  with  generally  accepted
          accounting  principles  applied on a consistent  basis.  Pledgor shall
          keep  accurate  and complete  books and records of Selman's  business,
          financial  condition,  and the Pledged  Collateral in accordance  with
          generally accepted accounting principles consistently applied ("GAAP")
          and shall mark its books and records to reflect the security  interest
          granted to Pledgee pursuant to this Settlement Agreement.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 3
<PAGE>
8.   SPGK hereby  warrants and  represents  that it no longer  prepares  monthly
     financial  statements  for Selman,  as a whole,  on a  consolidated  basis.
     Section 2 of the May 21, 1999 Pledge and  Security  Agreement  between SPGK
     and Dalal is hereby modified to read as follows:

     SECTION 2. PLEDGE AND GRANT OF SECURITY  INTEREST.  As collateral  security
     for all of the  Indebtedness  (as  defined in  Section 3  hereof),  Pledgor
     hereby pledges and assigns to Pledgee and grants to Pledgee for his benefit
     a  continuing  security  interest  in all of  Pledgor's  right,  title  and
     interest in and to the following,  whether now owned or hereafter  acquired
     (collectively the "Pledged Collateral")":

     a.   PLEDGED  SECURITIES.  All of the  securities  of Selman,  whether such
          securities  are now  owned  or  hereafter  acquired  by  Pledgor  (the
          "Pledged  Securities"),  the  certificates  representing  the  Pledged
          Securities,  all option and other  rights,  contractual  or otherwise,
          with respect  thereto and all dividends,  cash,  instruments and other
          property  from  time  to  time   received,   receivable  or  otherwise
          distributed in respect of or in exchange for any or all of the Pledged
          Securities.  SPGK and Selman  acknowledge  that no  further  shares of
          stock in Selman shall be issued until the Dalal Note is fully paid.

     b.   PROCEEDS. All proceeds of the Pledged Securities, whether now owned or
          hereafter  acquired by Pledgor and howsoever its interest  therein may
          arise or appear  (whether by ownership,  security  interest,  claim or
          otherwise).

     c.   FRULLATI'S ROYALTIES.

          All of Frullati Franchise Systems,  Inc.'s respective right, title and
          interest  in the  royalties  of  Frullati  Franchise  Systems,  Inc.'s
          franchised locations. Pledgor will cause Selman and Frullati Franchise
          Systems,  Inc. to execute financing statements to perfect the security
          interest in the pledge of royalties.  A list of such locations will be
          provided by February 15, 2000,  including contact names and addresses.
          Pledgor  agrees to update this list  quarterly  and to provide  such a
          list  45  days  after  the end of each  calendar  quarter  along  with
          Selman's financial  statement pursuant to Section 7. Provided however,
          that the first update is not due until  August 15, 2000.  Dalal agrees
          not to contact any  franchisee  on this list unless there is a Default
          under  this  Settlement  Agreement  which  Default  has not been cured
          within the applicable period.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 4
<PAGE>

          SPGK represents and warrants that Frullati Franchise  Systems,  Inc.'s
          royalties have not been pledged or otherwise  encumbered since May 21,
          1999, and that it will not pledge or otherwise  encumber the royalties
          except, if necessary,  as additional security under the Musgrave Note.
          Dalal  agrees  that,  if and  only if so  requested  by  SPGK,  and if
          necessary to achieve an extension of the Musgrave  Note,  that he will
          execute  all  necessary  documents,   including  but  not  limited  to
          financing  statements,  subordination  agreements in the form attached
          hereto as  exhibit  "K",  and any other  documentation  necessary,  to
          subordinate up to 50% of this security  interest to the holders of the
          Musgrave  Note. In that case,  any extensions of the Musgrave Note and
          modifications  of their  Pledge  and  Security  Agreement  shall  have
          language identical to this paragraph  regarding the subordination.  If
          there is a default under this Settlement  Agreement,  which default is
          not cured within the applicable cure period, Dalal may send letters to
          the  franchisees  instructing  the  franchisees  to send their monthly
          royalty payments to escrow holder Arizona Escrow Financial Corporation
          ("Arizona  Escrow) 3700 N. 24th Street,  Suite 130,  Phoenix,  Arizona
          85016,  or such  other  certified  escrow  agent as Dalal may  choose.
          Arizona Escrow, or such other escrow agent, if applicable,  shall each
          month then remit 100% of those escrowed  royalties to Dalal unless the
          Musgrave Note is also in default and Dalal has  subordinated a portion
          of  his  security  interest  in  Frullati  Franchise  System,   Inc.'s
          royalties to the holders of the Musgrave  Note,  in which case Arizona
          Escrow  shall  forward the Musgrave  Note Holder the  Royalties in the
          percentage of the Security  Interest  subordinated  by Dalal and shall
          forward the remainder of the royalties to Dalal. Such royalty payments
          to Dalal shall be credited as a payment on the Dalal Note.

     The Pledgee  acknowledges  and agrees that the Pledged  Collateral does not
include Selman's corporate stores,  inventory,  equipment,  accounts receivable,
instruments,  chattel paper,  goods and other similar assets of Selman.  Pledgor
acknowledges  and agrees  that the  foregoing  sentence  in no way  impairs  its
obligation  under  Section  6(n)  of this  Settlement  Agreement.  Pledgee  also
acknowledges that Pledgor has entered into a Pledge and Security Agreement dated
of even date  herewith  in favor of  Kenneth  L.  Musgrave,  Ltd.,  et al.  (the
"Musgrave Pledge Agreement") and consents to Pledgor's execution and delivery of
the Musgrave Pledge Agreement.

     9.   To secure  payments  due and owing under the Dalal  Note,  as modified
          under  this  Settlement  Agreement,  and the  obligations  under  this
          Settlement  Agreement,  Frullati Franchise  Systems,  Inc., and Selman
          Systems,  Inc.  hereby  pledge their right,  title and interest in the
          royalties of Frullati Franchise Systems, Inc.'s franchise locations to
          Ziad S. Dalal.  Frullati Franchise  Systems,  Inc. and Selman Systems,
          Inc.  will  execute  financing  statements  to perfect  this  security

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 5
<PAGE>
          interest in the pledge of royalties.  Frullati Franchise Systems, Inc.
          represents and warrants that these  royalties have not been pledged or
          otherwise  encumbered  since May 21, 1999, and that it will not pledge
          or  otherwise   encumber  the  royalties  except,  if  necessary,   as
          additional security under the Musgrave Note. Dalal agrees that, if and
          only if so requested by SPGK, and if necessary to achieve an extension
          of the Musgrave  Note,  that he will execute all necessary  documents,
          including  but not  limited  to  financing  statements,  subordination
          agreements in the form  attached  hereto as exhibit "K", and any other
          documentation  necessary,  to  subordinate  up to 50% of this security
          interest  to the  holders of the  Musgrave  Note.  In that  case,  any
          extensions of the Musgrave Note and  modifications of their Pledge and
          Security  Agreement  shall have language  identical to this  paragraph
          regarding  the  subordination.  If  there  is  a  default  under  this
          Settlement Agreement, which default is not cured within the applicable
          cure period, Dalal may send letters to the franchisees instructing the
          franchisees  to send their monthly  royalty  payments to escrow holder
          Arizona Escrow Financial  Corporation  ("Arizona  Escrow) 3700 N. 24th
          Street,  Suite 130,  Phoenix,  Arizona 85016,  or such other certified
          escrow  agent,  as Dalal may  choose.  Arizona  Escrow,  or such other
          certified escrow agent if applicable, shall each month then remit 100%
          of those escrowed royalties to Dalal, unless the Musgrave Note is also
          in  default  and Dalal has  subordinated  a  portion  of his  security
          interest  in  Frullati  Franchise  Systems,  Inc.'s  royalties  to the
          holders of the  Musgrave  Note,  in which case  Arizona  Escrow  shall
          forward the Musgrave Note Holders  royalties in the  percentage of the
          Security  Interest   subordinated  by  Dalal  and  shall  forward  the
          remainder of the  royalties to Dalal.  Such royalty  payments to Dalal
          shall be credited as a payment on the Dalal Note.

10.  An  addition  to  Paragraph  5 of the May 21,  1999,  Pledge  and  Security
     Agreement between SPGK and Dalal is hereby made as follows:

     h.   DALAL TO RECEIVE  NOTICES.  Within two (2)  business  days of receipt,
          Pledgor  shall  forward  Pledgee  copies of any written  notice either
          given by Pledgor or received by Pledgor  pursuant to the Musgrave Note
          referenced  above in Paragraph 5 of this  Settlement  Agreement or the
          Pledge and Security  Agreement entered into as of July 7, 1999 between
          SPGK and Kenneth  Musgrave,  Ltd.,  Tony  Conder,  and Larry Pearce in
          which Kenneth L. Musgrave, Ltd., Tony Conder, and Larry Pearce receive
          a security interest in all of the securities of Selman.

     SPGK hereby  covenants,  as part of the  consideration  for this Settlement
Agreement,  that Selman Systems,  Inc. will not sell Frullati Franchise Systems,
Inc. until the Dalal Note is fully paid. SPGK covenants that all of its existing
and future Frullati Cafe and Bakery  franchised  stores, or any franchised store
with the name Frullati or any  derivative  thereof,  will be franchised  through
Frullati Franchise Systems, Inc.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 6
<PAGE>

11.  Dalal  agrees to  cooperate  with  SPGK with  respect  to any  landlord  or
     franchisee  problems SPGK or Selman may have and will appear for deposition
     in any Frullati  litigation,  as identified in Paragraph  3.1b of the Share
     Purchase  Agreement,  as long as SPGK prepays his reasonable  travel,  from
     wherever located at the time, and  out-of-pocket  expenses,  and as long as
     Dalal is provided with  reasonable  notice and all  reasonable  efforts are
     made to  accommodate  Dalal's  schedule.  It is the  parties'  intention to
     clarify  Dalal's  duties  under  Paragraph  3.1(b)  of the  Share  Purchase
     Agreement and not to expand them.

12.  Dalal's  assertion of his voting rights in Selman Systems,  Inc.'s stock by
     letter from Kyle Johnson,  dated November 12, 1999, attached as Exhibit "A"
     hereto is  rescinded.  The  purported  unanimous  consent  of  shareholders
     executed  by Dalal on November  20, 1999  attached as Exhibit "B" hereto is
     agreed to be null and void.

13.  Upon receipt of the payments in Paragraph 1 of this  Settlement  Agreement,
     the May 22, 1999  Consulting  Agreement  attached hereto as Exhibit "C", is
     agreed to have been paid in full and of no further  force and  effect,  and
     the May 22, 1999 Closing  Agreement  attached as Exhibit "D" hereto is null
     and void.

14.  The parties agree, upon execution of this Settlement Agreement,  that there
     are no defaults under the Dalal Note,  Guaranty  Agreement,  Share Purchase
     Agreement  or any of the other  Agreements  entered into between them as of
     this date. The parties agree that the Dalal Note is  decelerated,  current,
     and reinstated  with the new payment  schedule  contained in Paragraph 4 of
     this Settlement Agreement.

15.  Ziad S. Dalal,  in  consideration  of the sums paid and the promises  under
     this Settlement  Agreement paid to him, hereby releases and discharges SPGK
     and Selman  and their  agents,  employees,  sub-agents,  heirs,  executors,
     administrators,  parents,  subsidiaries,  successors,  related entities and
     assigns from all actions, causes of action, claims or sums of money owed or
     which may be owed, for anything whatsoever relating to the above-referenced
     incidents,  any prior  defaults  under  any of the  documents  between  the
     parties  prior to this date,  including  but not limited to the Dalal Note,
     Consulting Agreement, Pledge and Security Agreement, Closing Agreement, the
     Guaranty Agreement and the Share Purchase  Agreement,  and anything alleged
     or that  could have been  alleged in  Plaintiff's  First  Amended  Original
     Petition in the above referenced  lawsuit and any other claim whatsoever he
     may presently  have against any of the  above-referenced  entities from the
     beginning of the world to the day of the date of this Settlement Agreement.
     This  includes all state,  federal,  statutory,  contractual,  tort,  extra
     contractual,   actual  damage,   punitive  damage,   consequential  damage,
     statutory damage and any other type of claim.  Dalal  specifically does not
     release any claims arising from breach of this Settlement Agreement, or any
     claims under the existing Agreements, as modified herein, which are unknown
     as of this date except that any claims under the Share  Purchase  Agreement
     which accrued prior to the date of this Settlement  Agreement are released,
     whether currently known or unknown.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 7
<PAGE>
16.  SPGK and Selman,  in consideration of the promises  contained herein hereby
     release and discharge Dalal and his agents, employees,  sub-agents,  heirs,
     executors,  administrators,   parents,  subsidiaries,  successors,  related
     entities and assigns from all actions,  causes of action, claims or sums of
     money owed or which may be owed,  for anything  whatsoever  relating to the
     above-referenced  alleged  incidents,  the alleged  misrepresentations,  or
     omissions of material fact contained in the  representations  or warranties
     in the Share Purchase  Agreement,  anything alleged or that could have been
     alleged in the  above-referenced  lawsuit,  and any other claim  whatsoever
     they  presently  may have against  Dalal from the beginning of the world to
     the day of the date of this Settlement Agreement.  This includes all state,
     federal, statutory,  contractual,  tort, extra contractual,  actual damage,
     punitive damage,  consequential damage, statutory damage and any other type
     of claim.  SPGK and Selman  specifically  do not release any claims arising
     from breach of this Settlement Agreement,  or any claims under the existing
     Agreements,  as modified herein,  which are unknown as of this date, except
     that any claims under the Share Purchase  Agreement  which accrued prior to
     the date of this Settlement Agreement are released, whether currently known
     or unknown.

17.  As further consideration for this Settlement  Agreement,  Dalal agrees that
     the terms of this Settlement  Agreement  shall be confidential  and that he
     shall  not  disclose  them to any  party  other  than the  parties  to this
     Settlement  Agreement  or  their  officers,  agents  or  employees,  unless
     required by court order or otherwise required by law, except that the below
     referenced Agreed Judgment can be filed if such circumstances arise.

18.  In the event of any  default on any  monetary  or  non-monetary  obligation
     contained  herein (other than under the Note, as modified,  which should be
     governed by its own terms),  failure to cure such  default  within five (5)
     business  days from  receipt of  written  notification  of a default  shall
     constitute an Event of Default. However, a third default of any monetary or
     non-monetary  obligations  within any calendar  year,  shall  constitute an
     Event of Default, without the benefit of notice and right to cure.

19.  A. To  further  secure  payment of the sums  hereunder,  the  parties  will
     execute an Agreed  Judgment  for three  hundred  thirty nine  thousand  one
     hundred  five  dollars and  sixty-six  cents  ($339,105.66)  in the form of
     Exhibit "E" attached  hereto,  and an Agreed Order of Dismissal in the form
     of  Exhibit  "F"  attached  hereto,  both to be held in  trust  by  Dalal's
     attorney,  Kyle  Johnson.  If and when the Dalal Note is paid off,  Johnson
     will  forward  the  Agreed  Order of  Dismissal  to the  Court for entry in
     addition to performing  everything required when a note is paid off. If the
     Note goes into default , which  default is not cured within the  applicable
     cure  period,  or if there is an Event of  Default  under the terms of this
     Settlement  Agreement  or under the Pledge and  Security  Agreement,  which
     default is not cured within the applicable  period,  the parties agree that
     Dalal may submit the Agreed  Judgment to the Court for entry. If the Agreed
     Judgment is submitted, the parties agree that SPGK and Selman shall receive
     credit for all payments made under the terms of this  Settlement  Agreement
     as a credit on the judgment.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 8
<PAGE>

B. If the Court will no longer  carry the case on its docket  for  whatever  the
reason, and the Dalal Note is not yet in default,  the parties will agree to the
entry of an Agreed Order of Dismissal  Without  Prejudice in the form of Exhibit
"G" attached hereto.  If subsequently,  there is a default under the Dalal Note,
or under the  terms of the  Settlement  Agreement,  which  default  is not cured
within the  applicable  cure  period,  the parties  agree that Dalal may file in
State District Court in Dallas,  Texas, the original petition attached hereto as
Exhibit "H", the Original  Answer attached hereto as Exhibit "I", and the Agreed
Judgment  attached hereto as Exhibit "J" and affix the new cause number to these
documents at the time of filing. Once again, in that situation,  SPGK and Selman
shall be entitled to a credit on the Agreed Judgment for all payments made under
the terms of this Settlement Agreement as a credit on the Judgment.

20.  Except as  referenced  in  paragraph  3, Each party shall pay its own court
     costs and attorneys fees, in connection with this litigation.

21.  The  parties  have each  reviewed  this  Settlement  Agreement  with  their
     respective  counsel.  Consequently,  the normal rule of construction to the
     effect that an  Agreement is to be strictly  construed  against the drafter
     should not apply to this Settlement Agreement.

22.  This Settlement Agreement  constitutes the complete expression of the terms
     of   settlement,   and   all   prior   and   contemporaneous    agreements,
     representations and negotiations,  whether oral or written, are superseded.
     No  representations,  understanding  or agreements have been made or relied
     upon  in  the  making  of  this  Settlement  Agreement,  other  than  those
     specifically set forth herein.

23.  Any alterations,  modifications,  amendments,  variations,  or additions to
     this Settlement Agreement shall only be valid if in writing and executed by
     all parties.

24.  This  Settlement  Agreement  shall be  governed by the laws of the State of
     Texas.  Venue for any dispute relating to this Settlement  Agreement or the
     underlying documents shall be in Dallas County, Texas.

25.  In  executing  this  Settlement  Agreement  on behalf of the  parties,  the
     undersigned representatives of the parties respectively represent that each
     has the authority to execute this  Settlement  Agreement and bind the party
     for whom each to the terms of this Settlement Agreement.

26.  This Settlement  Agreement may be executed  simultaneously in any number of
     counterparts,  each of which shall be deemed an original,  but all of which
     together  shall  constitute  one  and  the  same  instrument.  A  facsimile
     signature  shall  be valid  with the  original  signature  to be  forwarded
     shortly thereafter.

27.  If the Musgrave Note and related  documents  are  modified,  Dalal is to be
     listed  as  a  person  who  receives  all  Notices  pursuant  to  any  such
     Modification Agreement.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                       PAGE 9
<PAGE>
28.  Any term not defined in this Settlement  Agreement shall be defined as used
     in the document in whereby it is originally defined.

29.  Notices. All notices, requests, demand, and other communications under this
     Settlement  Agreement  shall be in writing and shall be deemed to have been
     duly give on the date of service, if served personally or by facsimile,  on
     the party to whom notice is to be given or on the third day after  mailing,
     if  mailed,  to the  party to whom  notice  is to be given by first  class,
     registered or certified mail,  postage prepaid,  and properly  addressed as
     follows:


         To SPGK and/or Selman:         Mr. Kevin Blackwell
                                        7730 East Greenway Road, Suite 203
                                        Scottsdale, AZ  85260
                                        Phone: (602) 443-0200
                                        Facsimile: (602) 443-1972

         with a copy to:                Leonard A. Epstein
                                        Newman, Davenport & Epstein
                                        2323 Bryan Street, Suite 2050
                                        Dallas, Texas 75201
                                        Phone: (214) 754-0025
                                        Facsimile: (214) 754-0936

         To Dalal, both at:             Ziad S. Dalal
                                        P.O. Box 802624
                                        Dallas, Texas 75380
                                        Phone: (214) 850-4491
                                        Facsimile: (435) 807-3169

                                        and

                                        Ziad S. Dalal
                                        P.O. Box 113-6188
                                        Beirut, Lebanon
                                        Phone: 011-961-3-790117
                                        Facsimile: 011- 961-1-373738

         with a copy to:                Kyle Johnson
                                        David, Goodman & Madole,
                                        A Professional Corporation
                                        Two Lincoln Centre
                                        5420 LBJ Freeway, Suite 1200
                                        Dallas, Texas 75240
                                        Phone:  (972) 991-0889
                                        Facsimile:  (972) 404-0516

     Any party that changes its address or facsimile number shall give notice of
that change to all other parties.

30.  In witness  whereof,  each of the parties hereto has caused this Settlement
     Agreement to be executed and delivered by its duly authorized  officer,  as
     of the date first set forth above.

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                      PAGE 10
<PAGE>
                                        /s/ Ziad S. Dalal
                                        ----------------------------------------
                                        Ziad S. Dalal

STATE OF TEXAS      }
                    }
COUNTY OF DALLAS    }

     BEFORE  ME, the  undersigned,  a notary  public in and for said  county and
state,  on this day  personally  appeared  Ziad S. Dalal,  known to me to be the
person who executed the foregoing  instrument,  and  acknowledged  to me that he
executed the same for the purposes and consideration therein expressed;  that he
executed the same as his free and  voluntary  act and deed after having it fully
explained  to him,  and having  read it fully,  and after  realizing  the effect
thereof  to  be  full  and  final   release  and   discharge   of  Sports  Group
International,  Inc. and Selman  Systems,  Inc., a corporation and their agents,
employees, sub-agents, heirs, executors, administrators,  parents, subsidiaries,
related entities,  successors and assigns, for any matter or thing dealt with in
the  foregoing  instrument;  and that the same was  executed  by him without any
threat,  force,  fraud,  duress,  or  representation  of any kind by any  person
whomsoever;  and that the said Ziad S. Dalal at the time of the  execution,  was
completely  sober,  sane and capable of understanding  the character of his acts
and deeds and was in  complete  charge of all of his  faculties  and  capable of
executing this instrument and of understanding the significance of his acts.


     GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.

                                        /s/ Kelly Clark
                                        ----------------------------------------
                                        Notary Public, State of Texas

My commission expires:

January 14, 2002
----------------------

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                      PAGE 11
12
<PAGE>
                                        SPORTS GROUP INTERNATIONAL, INC.

                                        By: /s/ Kevin A. Blackwell
                                            ------------------------------------
                                            Kevin Blackwell,
                                            authorized representative


STATE OF ARIZONA         }
                         }
COUNTY OF MARICOPA       }

     BEFORE  ME, the  undersigned,  a notary  public in and for said  county and
state, on this day personally appeared Kevin Blackwell authorized representative
of Sports Group  International,  Inc., known to me to be the person who executed
the foregoing  instrument,  and acknowledged to me that he executed the same for
the purposes and consideration  therein expressed;  that he executed the same as
his free and voluntary act and deed after having it fully  explained to him, and
having  read it fully,  and after  realizing  the effect  thereof to be full and
final  release  and  discharge  of Ziad S.  Dalal,  and his  agents,  employees,
sub-agents, heirs, executors,  administrators,  parents,  subsidiaries,  related
entities,  successors  and  assigns,  for any matter or thing  dealt with in the
foregoing instrument;  and that the same was executed by his without any threat,
force,  fraud,  duress, or representation of any kind by any person  whomsoever;
and that the said Ziad S.  Dalal at the time of the  execution,  was  completely
sober, sane and capable of understanding the character of his acts and deeds and
was in complete  charge of all of his  faculties  and capable of executing  this
instrument and of understanding the significance of his acts.


     GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.

                                        /s/ Dianne Martin
                                        ----------------------------------------
                                        Notary Public, State of Arizona

My commission expires:

October 14, 2002
----------------------

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                      PAGE 12
<PAGE>
                                        SELMAN SYSTEMS, INC.

                                        By: /s/ Jerry Conklin
                                            ------------------------------------
                                            Jerry Conklin, its President

STATE OF ARIZONA         }
                         }
COUNTY OF MARICOPA       }

     BEFORE  ME, the  undersigned,  a notary  public in and for said  county and
state,  on this day  personally  appeared  Jerry  Conklin,  President  of Selman
Systems,  Inc.,  known  to  me to be  the  person  who  executed  the  foregoing
instrument,  and  acknowledged  to me that he executed the same for the purposes
and consideration  therein expressed;  that he executed the same as his free and
voluntary  act and deed after having it fully  explained to him, and having read
it fully,  and after  realizing the effect  thereof to be full and final release
and discharge of Ziad S. Dalal, and his agents,  employees,  sub-agents,  heirs,
executors,  administrators,  parents, subsidiaries, related entities, successors
and assigns, for any matter or thing dealt with in the foregoing instrument; and
that the same was executed by his without any threat,  force, fraud,  duress, or
representation of any kind by any person  whomsoever;  and that the said Ziad S.
Dalal at the time of the execution,  was completely  sober,  sane and capable of
understanding  the character of his acts and deeds and was in complete charge of
all  of  his  faculties  and  capable  of  executing  this   instrument  and  of
understanding the significance of his acts.


     GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.



                                        /s/ Dianne Martin
                                        ----------------------------------------
                                        Notary Public, State of Arizona

My commission expires:

October 14, 2002
----------------------

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                      PAGE 13
<PAGE>
                                        FRULLATI FRANCHISE SYSTEMS, INC.

                                        By: /s/ Jerry Conklin
                                            ------------------------------------
                                            Jerry Conklin, President
STATE OF ARIZONA         }
                         )
COUNTY OF MARICOPA       )

     BEFORE  ME, the  undersigned,  a notary  public in and for said  county and
state,  on this day personally  appeared  Jerry  Conklin,  President of Frullati
Franchise Systems, Inc., known to me to be the person who executed the foregoing
instrument,  and  acknowledged  to me that he executed the same for the purposes
and consideration  therein expressed;  that he executed the same as his free and
voluntary  act and deed after having it fully  explained to him, and having read
it fully,  and that the same was  executed by his  without  any  threat,  force,
fraud, duress, or representation of any kind by any person whomsoever;  and that
the said Jerry Conklin at the time of the execution,  was completely sober, sane
and  capable of  understanding  the  character  of his acts and deeds and was in
complete charge of all of his faculties and capable of executing this instrument
and of understanding the significance of his acts.


     GIVEN UNDER MY HAND AND OFFICIAL SEAL THIS 1st day of February, 2000.


                                        /s/ Dianne Martin
                                        ----------------------------------------
                                        Notary Public, State of Arizona

My commission expires:

October 14, 2002
----------------------

COMPROMISE SETTLEMENT & NOTE MODIFICATION AGREEMENT                      PAGE 14