Exhibit 10.1

                               PURCHASE AGREEMENT
                                     BETWEEN
                  SHAREHOLDERS OF LASALLE BRANDS CORPORPORATION
                           A NEVADA PUBLIC CORPORATION
                                       AND
                      SHAREHOLDERS OF LASALLE BRANDS, INC.
                             A NEW YORK CORPORATION
                                       AND
                              MEDHAT (TONY) MOHAMED

AGREEMENT,  made this ______ day of  _____________  2007, by and between LaSalle
Brands,  Inc.  ("LBI"),  Medhat Mohamed  ("MM") and LaSalle  Brands  Corporation
("LBC").

                                    RECITALS

     WHEREAS,  Medhat Mohamed is the owner of one hundred  percent (100%) of
the shares of LbI the licensee of LaSalle Brands Ice Cream and related products;

     WHEREAS,  LBI and  Medhat  Mohamed  agree to  authorize  and assign the
rights to the use of the LaSalle registered name to Lasalle Brands  Corporation,
for the sole purpose of retail franchising efforts for ice cream and other foods
to be served in retail  locations in the United  States.  All  products  sold in
these retail operations shall be purchased from LBI., or otherwise  approved for
sale by LBI.

     NOW, THEREFORE, in consideration of the mutual promises, covenants, and
representations contained herein,

                      THE PARTIES HERETO AGREE AS FOLLOWS:

I) LBI hereby  grants to LBC the right to utilize the name  "LaSalle  Brands Ice
Cream"  and any  derivatives  thereof  in  connection  with  the  operation  and
franchising of retail  locations  throughout the United States wherein ice cream
and other foods will be served on premises. Although such retail stores may sell
LaSalle Brands Ice Cream on a "take-out" basis, this agreement does not give LBC
the right to sell LaSalle Brands Ice Cream to (i) any  non-franchised  entity or
(ii) any business engaged in the sale of ice cream primarily for consumption off
premises.

II)  CONSIDERATION.  LBI and Medhat Mohamed will authorize and assign the rights
to use the LaSalle registered name, to LaSalle Brands Corporation,  on behalf of
its franchising operations for the following consideration.

     (a)  LBC shall  acquire  the above  described  assignment  at a cost of One
          Million Dollars ($1,000,000.00) payable as follows;

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          (i)  LBC will  deliver  upon  SIGNING of this  agreement  Two  Hundred
               Thousand Dollars ($200,000.00) cash;

          (ii) LBC will deliver upon SIGNING a Promissory  Note in the amount of
               Eight Hundred Thousand Dollars ($800,000.00).

                                    ARTICLE I
        REPRESENTATIONS AND WARRANTIES OF LAS SALLE BRANDS, INC. ("LBI").

LBI hereby represents and warrants to LBC that:

     1.1 LBI  will  deliver  to LBC a copy of its  licensing  agreement  for the
LaSalle  Brands  ice cream and  related  products.  LBI shall  sign a  licensing
agreement between LBI and LBC.

     1.2 Organization. LBI is a corporation duly organized, validly existing and
in good  standing  under the laws of the State of New  York,  has all  necessary
corporate powers to own its property,  and to carry on its business as now owned
and operated by it, and is  therefore  qualified to assign the rights to the use
of the  LaSalle  registered  name  to  LBC,  for  the  sole  purpose  of  retail
franchising  efforts  for  LaSalle ice cream and other foods to be served in the
retail locations.

    1.3 Capital.  Management  of LBI owns 100% control of LBI and  therefore has
the right to vote for the completion of this  transaction.  LBI represents  that
there are no other issued and outstanding open subscriptions,  options,  rights,
warrants, debentures,  instruments,  convertible securities, or other agreements
or commitments  obligating LBI to issue or to transfer from its' ownership,  any
of the above described assignment.

     1.4 Financial Statements.  This agreement does not call for the delivery of
any financial statements related to this transaction.

     1.5  Authority.  The Board of Directors of LBI has authorized the execution
of this Agreement and the consummation of transactions  contemplated herein, and
LBI has full power and authority to execute, deliver, and perform this Agreement
and this  Agreement  is a legal,  valid  and  binding  obligation  of LBI and is
enforceable in accordance with its terms and conditions.

     1.6 Ability to Carry Out  Obligations.  The  execution and delivery of this
Agreement  by LBI of its  obligations  hereunder  in the time and in the  manner
contemplated  will not cause,  constitute  or conflict with or result in (a) any
breach or violation of any of the  provisions  or constitute a default under any
license, indenture,  mortgage, charter,  instrument,  articles of incorporation,
bylaws, or other agreement or instrument to which either is a party, or by which
it may be bound, nor will any consents or authorizations of any party other than
those  hereto be  required,  (b) an event  that  would  permit  any party to any
agreement or  instrument  to terminate it or to  accelerate  the maturity of any
indebtedness or other  obligation of LBI., or (c) any event that would result in
the creation or imposition of any lien,  charge,  or encumbrance on any asset of
LBI.

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     1.7 Full Disclosure. None of the representations and warranties made by LBI
herein,  or  in  any  exhibit,  certificate  or  memorandum  furnished  or to be
furnished  by either,  or on their  behalf,  contains or will contain any untrue
statement  of material  fact,  or omit any  material  fact the omission of which
would be misleading.

     1.8 Good Title.  Other than as described in Exhibit 1.9, LBI has a good and
marketable  Licensing  Agreement  with  Medhat  Mohamed,  and has the ability to
assign certain portions of this licensing agreement.

     1.10  Indemnification.  LBI agrees to defend and hold LBC harmless  against
and in  respect  of any  and  all  claims,  demands,  losses,  costs,  expenses,
obligations,  liabilities,  damages,  recoveries,  and  deficiencies,  including
interest,  penalties,  and reasonable  attorney's  fees,  that it shall incur or
suffer,  which arise out of,  result from or relate to any breach of, or failure
by  LBI  to  perform  any  of its  representations,  warranties,  covenants  and
agreements in this Agreement or in any exhibit or other instrument  furnished or
to be furnished by LBI under this Agreement.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES
                      OF LASALLE BRANDS CORPORATION ("LBC")

LBC hereby represents and warrants to LBI that:

     2.1  LBC  will   deliver  upon   SIGNING  Two  Hundred   Thousand   Dollars
($200,000.00) cash.

     2.2 LBC will deliver upon signing a Promissory  Note in the amount of Eight
Hundred Thousand Dollars  ($800,000.00),  payable in full by December 10th, 2010
including interest at a rate of Eight Percent (8%) per annum.

     2.3 Financial Ability. LBC is a Nevada corporation duly organized,  validly
existing and in good standing, and has the necessary wherewithal to execute this
Agreement.

     2.4  Authority.  LBC has authorized the execution of this Agreement and the
consummation  of transactions  contemplated  herein by and through its President
and CEO.  LBC's  President  and CEO has full  power and  authority  to  execute,
deliver,  and perform this Agreement and this Agreement and the promissory  note
are  legal,  valid  and  binding  obligations  of LBC,  and are  enforceable  in
accordance with their respective terms and conditions.

     2.5 Ability to Carry Out  Obligations.  The  execution and delivery of this
Agreement by LBC and the performance by LBC of its obligations  hereunder in the
time and in the manner contemplated will not cause,  constitute or conflict with
or result in (a) any breach or violation of any of the  provisions or constitute
a default under any license, indenture, mortgage, charter, instrument,  articles
of  incorporation,  bylaws,  or other  agreement or instrument to which LBC is a
party, or by which it may be bound, nor will any consents or  authorizations  of
any party other than those hereto be required except approvals  required by law,
if any, (b) an event that would permit any party to any  agreement or instrument
to terminate it or to accelerate the maturity of any indebtedness or other

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obligation  of LBC,  or (c) any  event  that  would  result in the  creation  or
imposition of any lien, charge, or encumbrance on any asset of LBC.

     2.6 Full  Disclosure.  None of the  representations  and warranties made by
LASALLE BRANDS CORPORATION herein, or in any exhibit,  certificate or memorandum
furnished or to be furnished by LASALLE  BRANDS  CORPORATION,  or on its behalf,
contains or will  contain any untrue  statement  of material  fact,  or omit any
material fact the omission of which would be misleading.

     2.7 Indemnification. LBC agrees to defend and hold LBI harmless against and
in respect to any and all claims, demands, losses, costs, expenses, obligations,
liabilities,   damages,   recoveries,  and  deficiencies,   including  interest,
penalties,  and reasonable attorney's fees, that it shall incur or suffer, which
arise out of,  result  from or relate to any  breach  of, or  failure  by LBC to
perform  any  of  its  respective  representations,  warranties,  covenants  and
agreements in this Agreement or in any exhibit or other instrument  furnished or
to be furnished by LBC under this Agreement.

     2.8 No Conflicts. The execution, delivery and performance of this Agreement
and the consummation by LBC of the transactions  contemplated hereby (including,
without  limitation,  the issuance and reservation for issuance of the shares of
Convertible  Preferred Shares and restricted common stock) will not (i) conflict
with or result in a violation of any provision of the Articles of  Incorporation
or  By-laws  or (ii)  violate  or  conflict  with,  or result in a breach of any
provision of, or constitute a default (or an event which with notice or lapse of
time or both  could  become a  default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture,  patent,  patent  license or instrument  to which LBC is a party,  or
(iii) result in a violation of any law,  rule,  regulation,  order,  judgment or
decree  (including  federal  and  state  securities  laws  and  regulations  and
regulations of any self-regulatory  organizations to which LBC or its securities
are  subject)  applicable  to LBC or any of its  Subsidiaries  or by  which  any
property or asset of LBC or any of its Subsidiaries is bound or affected (except
for  such  conflicts,   defaults,   terminations,   amendments,   accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have a Material  Adverse  Effect,  as hereinafter  defined).  "Material  Adverse
Effect" means any material adverse effect on the business,  operations,  assets,
financial condition or prospects of by LBC or its Subsidiaries, if any, taken as
a whole,  or on the  transactions  contemplated  hereby or by the  agreements or
instruments to be entered into in connection  herewith.  LBC is not in violation
of its Articles of Incorporation,  By-laws or other organizational documents and
LBC is not in default.

     2.9  Listing  Requirements.   LBC  is  not  in  violation  of  the  listing
requirements  of the Pink Sheets  (the  "OTCPK"),  has not  received a notice of
removal  from the OTCPK and does not  anticipate  that the Common  Stock will be
delisted by the OTCPK in the  foreseeable  future.  LBC and its  management  are
unaware  of any  facts or  circumstances  which  might  give  rise to any of the
foregoing.

     2.10 SEC Documents;  Financial Statements.  LBC, as of the date of signing,
has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC  pursuant to the  reporting  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act")  (all of the

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foregoing filed prior to the date hereof and all exhibits  included  therein and
financial statements and schedules thereto and documents (other than exhibits to
such documents) incorporated by reference therein, being hereinafter referred to
herein as the "SEC Documents").  As of their respective dates, the SEC Documents
complied in all material  respects with the requirements of the 1934 Act and the
rules and  regulations of the SEC promulgated  thereunder  applicable to the SEC
Documents,  and none of the SEC Documents,  at the time they were filed with the
SEC,  contained  any untrue  statement of a material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading. None of the statements made in any such SEC Documents is, or has
been,  required to be amended or updated under  applicable  law (except for such
statements as have been amended or updated in subsequent  filings prior the date
hereof). As of their respective dates, the financial  statements of LBC included
in the  SEC  Documents  complied  as to  form  in  all  material  respects  with
applicable  accounting  requirements  and the published rules and regulations of
the SEC with respect  thereto.  Such financial  statements have been prepared in
accordance  with  United  States  generally  accepted   accounting   principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated in such financial  statements or the notes thereto, or (ii)
in the case of unaudited interim statements,  to the extent they may not include
footnotes or may be condensed or summary  statements)  and fairly present in all
material  respects the  consolidated  financial  position of LBC as of the dates
thereof and the consolidated  results of their operations and cash flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit  adjustments).  LBC has no liabilities,  contingent or otherwise,
except as set forth in the  financial  statements of the LBC included in the SEC
Documents,  other  than (i)  liabilities  incurred  in the  ordinary  course  of
business  subsequent to December 31, 2006 and (ii)  obligations  under contracts
and  commitments  incurred in the  ordinary  course of business and not required
under generally accepted accounting principles to be reflected in such financial
statements,  which,  individually  or in the aggregate,  are not material to the
financial condition or operating results of LBC.

     2.11 Absence of Certain Changes. Since December 31, 2006, there has been no
material  adverse  change and no  material  adverse  development  in the assets,
liabilities,  business, properties,  operations, financial condition, results of
operations or prospects of LBC.

     2.12 Absence of Litigation.  There is no action,  suit, claim,  proceeding,
inquiry  or  investigation  before or by any  court,  public  board,  government
agency,  self-regulatory  organization  or body pending or, to the  knowledge of
LBC,  threatened  against or  affecting  LBC, or their  officers or directors in
their capacity as such. LBC is unaware of any facts or circumstances which might
give rise to any of the foregoing.

     2.15 Tax  Status.  LBC has made or filed all  federal,  state  and  foreign
income and all other tax  returns,  reports  and  declarations  required  by any
jurisdiction  to which it is subject (unless and only to the extent that LBC has
paid all taxes and other governmental  assessments and charges that are material
in  amount,  shown  or  determined  to be  due  on  such  returns,  reports  and
declarations,  except  those being  contested in good faith and has set aside on
its  books  provisions  reasonably  adequate  for the  payment  of all taxes for
periods subsequent to the periods to which such returns, reports or declarations

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apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any  jurisdiction,  and the officers of LBC know of no basis
for any such claim. LBC has not executed a waiver with respect to the statute of
limitations  relating to the  assessment or collection of any foreign,  federal,
state or local tax.

     2.16 Certain Transactions. Except for arm's length transactions pursuant to
which LBC or any of its  Subsidiaries  makes payments in the ordinary  course of
business upon terms no less favorable than LBC or any of its Subsidiaries  could
obtain from third parties and none of the officers,  directors,  or employees of
LBC is presently a party to any transaction  with LBC or any of its Subsidiaries
(other than for services as employees,  officers and  directors),  including any
contract,  agreement  or  other  arrangement  providing  for the  furnishing  of
services to or by, providing for rental of real or personal property to or from,
or  otherwise  requiring  payments  to or from  any  officer,  director  or such
employee or, to the  knowledge of LBC, any  corporation,  partnership,  trust or
other  entity  in  which  any  officer,  director,  or any such  employee  has a
substantial interest or is an officer, director, trustee or partner.

     2.17 Disclosure. All information relating to or concerning LBC set forth in
this Agreement and in connection with the  transactions  contemplated  hereby is
true and correct in all  material  respects and LBC has not omitted to state any
material fact necessary in order to make the statements  made herein or therein,
in light of the  circumstances  under which they were made, not  misleading.  No
event or  circumstance  has occurred or exists with respect to LBC or any of its
Subsidiaries  or its or their  business,  properties,  prospects,  operations or
financial conditions, which, under applicable law, rule or regulation,  requires
public  disclosure  or  announcement  by LBC but which has not been so  publicly
announced or disclosed (assuming for this purpose that LBC's reports filed under
the 1934 Act are being  incorporated  into an effective  registration  statement
filed by LBC's under the 1933 Act).

     2.18  Internal  Accounting  Controls.  LBC  maintains  a system of internal
accounting controls sufficient, in the judgment of the LBC's board of directors,
to provide reasonable assurance that (i) transactions are executed in accordance
with  management's  general or specific  authorizations,  (ii)  transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity with generally accepted  accounting  principles and to maintain asset
accountability,  (iii) access to assets is  permitted  only in  accordance  with
management's   general  or  specific   authorization   and  (iv)  the   recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

     2.19 Foreign  Corrupt  Practices.  Neither LBC, nor any director,  officer,
agent,  employee or other person acting on behalf of LBC or any Subsidiary  has,
in the course of his actions for, or on behalf of, LBC, used any corporate funds
for any unlawful  contribution,  gift,  entertainment or other unlawful expenses
relating to political activity;  made any direct or indirect unlawful payment to
any foreign or domestic  government  official or employee from corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended, or made any bribe, rebate, payoff,  influence
payment,  kickback  or  other  unlawful  payment  to  any  foreign  or  domestic
government official or employee.

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     2.20 Solvency. LBC (after giving effect to the transactions contemplated by
this Agreement) is solvent (i.e.,  its assets have a fair market value in excess
of the amount required to pay its probable  liabilities on its existing debts as
they become  absolute and matured) and  currently  LBC has no  information  that
would lead it to reasonably  conclude that LBC would not, after giving effect to
the transaction contemplated by this Agreement, have the ability to, nor does it
intend to take any action  that would  impair its ability to, pay its debts from
time to time incurred in connection  therewith as such debts mature. LBC did not
receive a qualified  opinion from its  auditors  with respect to its most recent
fiscal year end and,  after giving effect to the  transactions  contemplated  by
this Agreement, does not anticipate or know of any basis upon which its auditors
might issue a qualified opinion in respect of its current fiscal year.

     2.21 Breach of  Representations  and  Warranties by LBC. If LBC  materially
breaches any of the  representations or warranties set forth in this Article II,
and in  addition  to any  other  remedies  available  to LBI,  pursuant  to this
Agreement,  LBC shall pay to LBI, liquidated damages in an amount ordered by any
court of  competent  jurisdiction  in cash or in shares  of common  stock at the
option of LBI., until such breach is cured.

                                   ARTICLE III

                                    COVENANTS

       3.1 Although LBC franchises shall be entitled to sell products other than
LaSalle Ice Cream,  in order to preserve the  reputation  of quality  associated
with  LaSalle  Brands  Ice  Cream,  LBI's  approval  of such  products  shall be
required, which approval will not be unreasonably withheld.

       3.2 LBC franchises  shall be prohibited  from selling any ice cream other
than LaSalle Brands Ice Cream.

      3.3 LBI shall  assist  LBC in the  preparation  of the  Uniform  Franchise
Offering Circular customarily used in the sale of franchises and LBC shall first
give LBI the right to review and approve all statements in the Circular.

     3.4 LBI shall be  prohibited  from granting any other third party the right
to operate retail establishments in the United States utilizing the name LaSalle
Brands Ice Cream.

                                   ARTICLE IV

                    CONDITIONS PRECEDENT TO LBC'S PERFORMANCE

     4.1  Conditions.  LBC's  obligations  hereunder  shall  be  subject  to the
satisfaction,  at or before the Closing, of all the conditions set forth in this
Article IV. LBC may waive any of these  conditions  in whole or in part  without
prior  notice;  provided  however,  that no such  waiver  of a  condition  shall
constitute  a waiver  by LBC of any  other  condition  of or any of LBC's  other
rights or  remedies,  at law or in equity,  if LBI shall be in default of any of
their representations, warranties, or covenants under this Agreement.

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     4.2 LBI. Performance. LBI shall have performed, satisfied and complied with
all  covenants,  agreements,  and  conditions  required by this  Agreement to be
performed or complied with by it, on or before the Closing Date.

     4.3  Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement, all representations and warranties by LBI in this Agreement or in any
written  statement  that shall be delivered  to LBC by LBI under this  Agreement
shall be true and  accurate on and as of the Closing Date as though made at that
time.

                                    ARTICLE V

                     CONDITIONS PRECEDENT TO LBI PERFORMANCE

     5.1  Conditions.   LBI  obligations  hereunder  shall  be  subject  to  the
satisfaction,  at or before the Closing, of all the conditions set forth in this
Article  V. LBI may waive any of these  conditions  in whole or in part  without
prior  notice;  provided  however,  that no such  waiver  of a  condition  shall
constitute a waiver by LBI of any other  condition of or any of LBI other rights
or  remedies,  at law or in  equity,  if LBC shall be in default of any of their
representations, warranties, or covenants under this Agreement.

     5.2 LBC Performance. LBC shall have performed,  satisfied and complied with
all  covenants,  agreements,  and  conditions  required by this  Agreement to be
performed or complied with by it, on or before the Closing Date.

     5.3  Accuracy of  Representations.  Except as  otherwise  permitted by this
Agreement, all representations and warranties by LBC in this Agreement or in any
written  statement  that shall be delivered  to LBI by LBC under this  Agreement
shall be true and  accurate on and as of the Closing Date as though made at that
time.

                                   ARTICLE VI

                                SIGNING & CLOSING

     6.1 Signing.  The Signing of this Agreement shall be held at a place and on
a date mutually acceptable to the parties.

     At the Signing the parties shall  deliver the following in form  acceptable
to counsel to the parties or as set forth herein:

By LBC:

     a)   LBC will deliver Two Hundred Thousand Dollars ($200,000.00) cash.

     b)   LBC will  deliver a  Promissory  Note in the  amount of Eight  Hundred
          Thousand Dollars  ($800,000.00)  payable in full on December 31, 2010,
          at a rate of Eight Percent (8%) interest per annum.

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By LBI:

     a)   LBI will assign the rights to the use of the name of LaSalle brand ice
          cream and related products, for the sole purpose of retail franchising
          of the companies products, as attached hereto as Exhibit F.

     6.2  Closing.  The  Closing of this  transaction  shall occur no later than
January 10th, 2008.

     At the Closing the parties shall  deliver the following in form  acceptable
to counsel to the parties or as set forth herein:

                                  ARTICLE VIII

                                    REMEDIES

     8.1 Legal Action and Costs. If any legal action or any arbitration or other
proceeding is brought for the  enforcement of this  Agreement,  or because of an
alleged dispute, breach, default, or misrepresentation in connection with any of
the provisions of this agreement,  the successful or prevailing party or parties
shall be entitled to recover reasonable attorney's fees and other costs incurred
in that action or  proceeding,  in  addition to any other  relief to which it or
they may be entitled. Any legal action or proceeding brought for the enforcement
of this  Agreement  shall be instituted  and  prosecuted in the State or Federal
Courts of New York, and the parties waive any right, claim, or plea with respect
to any other jurisdiction or venue.

     8.2  Termination.  In  addition to the other  remedies,  any of the parties
hereto may terminate this Agreement, without liability:

     (i)  upon the failure of any condition not otherwise waived by the parties;
          or

     (ii) upon mutual consent of the  respective  boards of directors of LBC and
          LBI.

                                  ARTICLE VIIII

                                  MISCELLANEOUS

     9.1 Captions and Headings.  The Article and paragraph  headings  throughout
this Agreement are for  convenience  and reference  only, and shall in no way be
deemed  to  define,  limit,  or add to the  meaning  of any  provision  of  this
Agreement.

     9.2 No Oral Change.  This Agreement and any provisions  hereof,  may not be
waived,  changed,  modified or  discharged  orally,  but it can be changed by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or, discharge is sought.

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     9.3 Non-Waiver. Except as otherwise expressly provided herein, no waiver of
any covenant,  condition, or provision of this Agreement shall be deemed to have
been made unless  expressly in writing and signed by the party against whom such
waiver is charged.

     9.4 Time of Essence.  Time is of the essence of this Agreement and each and
every part hereof.

     9.5 Entire Agreement.  This Agreement  constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior agreements and
understandings  and merges any such prior discussions  and/or agreements herein,
and there are no other understandings, written or oral agreements, or amendments
of any kind.

     9.6 Choice of Law.  This  Agreement  is construed  in  accordance  with and
governed by the laws of the State of New York  applicable to contracts  made and
to be wholly performed therein without regard to its conflicts of law rules.

     9.7 Severability. If any provision of this Agreement is held to be illegal,
invalid,  or unenforceable,  the legality,  validity,  and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.

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

      LBC Representative:

                    Scott Campbell
                    7702 E. Doubletree Ranch
                    Suite 300
                    Scottsdale, AZ 85258

       LBI. Representative:

                    Medhat Mohamed
                    547 Manida Street
                    Bronx, NY 10474

     9.9 Binding  Effect.  This Agreement shall inure to and be binding upon the
heirs, executors, personal representatives successors and assigns of each of the
parties to this Agreement.

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<PAGE>
     9.10 Effect of Closing. All  representations,  warranties,  covenants,  and
agreements of the parties  contained in this  Agreement,  or in any  instrument,
certificate,  opinion,  or other  writing  provided for in it, shall survive the
Closing of this Agreement.

     9.11 Brokers.  The parties  hereto  represent that no finder's fee has been
paid or is payable by any party.

     9.12 Expenses.  Each party will pay its own legal, accounting and any other
out-of-pocket  expenses reasonably incurred in connection with this transaction,
whether or not the transaction contemplated hereby is consummated.

     9.13 Facsimile Signatures as Originals.  Original signatures transmitted by
facsimile  communication  shall constitute  originals for the purpose of validly
executing this Agreement.

     AGREED TO AND ACCEPTED as of the date first above written.

     LBC:

     By /s/ Scott Campbell
        ----------------------------------
        Scott Campbell, President & C.E.O.

     LBI:

     By /s/ MedHat Mohamed
        ----------------------------------
        MedHat Mohamed, President & C.E.O.


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<PAGE>
                                    EXHIBIT A

             LICENSE OF LASALLE BRAND ICE CREAM AND RELATED PRODUCTS

     (a)  Licensing Agreement

     (b)  Assignment of rights to use the LaSalle name for the Lasalle Brand ice
          cream and related products.



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