Exhibit 10.1


                            ASSET PURCHASE AGREEMENT

                                    CONTENTS

RECITALS

I. Defined Terms
         1.1               Accounts Receivable
         1.2               Agreement
         1.3               Buyer
         1.4               Business Agreements
         1.5               Business
         1.6               Business Records
         1.7               Closing
         1.8               Closing Date
         1.9               Escrow Account
         1.10              Escrow Fund
         1.11              Goodwill
         1.12              Intellectual Property Rights
         1.13              Liabilities of the Business
         1.14              Licenses and Authorizations
         1.15              Most Recent Financial Statements
         1.16              Permitted Exceptions
         1.17              Promissory Note
         1.18              Purchase Price
         1.19              Seller
         1.20              Termination Date

II.      Purchase and Sale of Assets
         2.1               Sale of Assets
         2.2               Purchase Price and Method of Payment
                           (a) Purchase Price
                           (b) Method of Payment
                           (c)  Allocation of Purchase Price
         2.3               Delivery of the Business Assets

III. Closing
         3.1               Closing
         3.2               Prorations
         3.3               Transfer Taxes, Etc.
         3.4               Costs and Expenses
         3.5               Performance by Seller at Closing
         3.6               Performance by Buyer at Closing
         3.7               Approval of Documents

IV. Representations and Warranties of Seller
         4.1               Organization, Corporate Power and Authority


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         4.2               Authorization, Binding Effect and No Conflicts
         4.3               Consents and Approvals
         4.4               Accounts Receivable
         4.5               Business Agreements
         4.7               Intellectual Property Rights
         4.8               Licenses and Authorizations
         4.9               Financial Statements
         4.10              Litigation
         4.11              No Broker
         4.12              Disclosure
         4.13              Compliance with Laws
         4.14              Non-foreign Status

V. Representations and Warranties of Buyer
         5.1               Organization, Corporate Power and Authority
         5.2               Authorization, Binding Effect and No Conflicts
         5.3               Consents and Approvals
         5.4               Availability of Funds
         5.5               No Broker

VI.      Covenants of Seller
         6.1               Investigation and Access
         6.2               Operation of the Business by Seller
         6.3               Negative Covenants of Seller
         6.4               Accounts Receivable
         6.5               Further Assurances

VII.     Conditions  Precedent to Closing
         7.1               Seller's  Performance
         7.2               Buyer's Performance

VIII.    Indemnification; Risk of Loss
         8.1               Assets to Be Conveyed
         8.2               Indemnification of Buyer
         8.3               Indemnification of Seller
         8.4               Risk of Loss

IX.      Termination
         9.1               Right to Terminate Before Closing
         9.2               Specific Performance in the Event of Seller's
                           Failure to Close

X.       Miscellaneous
         10.1              Schedules and Exhibits
         10.2              No Assignment, Successors, Assigns, Etc.
         10.3              Construction
         10.4              Counterparts
         10.5              Survival of Representations and Warranties
         10.6              Notices
         10.7              Amendment
         10.8              Entire Agreement
         10.9              Waiver



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         THIS ASSET  PURCHASE  AGREEMENT (the  "Agreement")  is made and entered
into as of this 29th day of July,  2008, by and between  Coffee  Exchange of The
America's  Corporation,  Inc., a Nevada corporation  (hereinafter referred to as
"Seller"), and Coffee Exchange, Inc., a Nevada corporation (hereinafter referred
to as "Buyer").

                                    RECITALS

         A. Seller is engaged in the business of operating coffee shops.

         B. Seller desires to sell to Buyer certain  Business Assets used in the
Seller's business,  and Buyer desires to purchase the same, all on the terms and
conditions set forth in this Agreement.

         NOW,  THEREFORE,   in  consideration  of  the  mutual  representations,
warranties,  covenants  and  agreements  contained  herein,  and  subject to the
conditions hereinafter set forth, Seller and Buyer hereby agree as follows:

                                       I.

                                  Defined Terms

         For purposes of this Agreement,  the following  capitalized  terms will
have the  meanings  set  forth  below,  unless  the  context  clearly  indicates
otherwise.

         1.1  "Accounts  Receivable"  means all  accounts  receivable  as of the
Closing Date. The Accounts  Receivable will be listed and valued as of the close
of business on the day preceding the Closing Date.

         1.2 "Agreement" means this Asset Purchase Agreement.

         1.3  "Buyer" is defined in the first  paragraph  of this  Agreement  as
Coffee Exchange, Inc.

         1.4 "Business Agreements" means those certain agreements, contracts and
commitments  entered into by Seller in  connection  with the  Business,  as more
particularly  described on Schedule I attached  hereto,  including all renewals,
extensions and modifications thereof.

         1.5  "Business  Assets"  means the assets of Sellers to be purchased by
Buyer pursuant to this  Agreement,  consisting of the (i) the facilities  leases
for coffee shop stores,  (ii) coffee shop equipment and fixtures (iii) Good Will
associated with these Agreements, if any.

         1.6 "Business  Records" means all logs,  books,  and business  records,
operating  manuals,  and other files and  documentation (or true copies thereof)
pertaining  to the Business  Assets and the  operation  of the Business  Assets,
including  (i) audited  balance  sheets,  statements  of income,  statements  of
changes in stockholders  equity and statement of cash flow for since  inception,
(ii) the Most Recent Financial  Statements,  and (iii) federal,  state and local
income tax returns filed by Seller since inception.

         1.7 "Closing"  means the closing of the purchase and sale of the Assets
in accordance with this Agreement.

         1.8 "Closing Date" means the date specified in Section 3.1 on which the
Closing will take place.

         1.9 "Escrow  Account" means a deposit account at Bank of America,  Fort
Worth, Texas.

         1.10  "Escrow  Fund"  means the sums to be held in escrow  pursuant  to
Section 8.2(c) in the event of a dispute between the Buyer and Seller concerning
Buyer's right to indemnification from Seller.

         1.11  "Goodwill"  means the  goodwill of the  Business  Assets,  to the
extent such exists.

         1.12 "Intellectual Property Rights" means all trade names,  trademarks,
trademark  applications,  patents,  patent applications,  copyrights,  copyright
applications and similar intangible rights used by Seller in connection with the


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Business and more particularly described in Schedule V attached hereto. The term
includes,  without limitation,  the right to use the name "Javalato and Gridiron
Grinds."

         1.13   "Liabilities   of  the  Business"   means  all  liabilities  and
obligations that arise from or are related to the operation and ownership of the
Business (whether liquidated or unliquidated,  absolute or contingent,  known or
unknown,  due or to become due, and whether  arising before or after the Closing
Date),  including,  but not limited to,  obligations  arising under the Business
Agreements.

         1.14"Licenses  and  Authorizations"  means all licenses,  permits,  and
authorizations  issued by  government  agencies  necessary to the  ownership and
operation  of any of  the  Assets  or the  Business,  all as  more  particularly
described on Schedule II.

         1.15 "Most Recent  Financial  Statements"  means the unaudited  balance
sheet,  statement  of income,  statement  of change in  stockholders  equity and
statement of cash flow for since Seller's inception.

         1.16  "Permitted   Exceptions"  means  those  exceptions  described  on
Schedule III which Buyer has agreed in writing to accept.

         1.17  "Promissory  Note" means that note between Coffee Exchange of The
America's,  Inc. and  Javalato  LLC, a Texas  limited  liability  company  dated
January  31,  2008  with a  principal  balance  of Two  Hundred  Forty  Thousand
($225,000.00)  Dollars bearing  interest at the rate of Seven (7.0%) percent per
annum attached as Exhibit " A ".

         1.18 "Purchase  Price" means the price  specified in Section 2.2 hereof
to be paid by Buyer to Seller at Closing.

         1.19  "Seller" is defined in the first  paragraph of this  Agreement as
Coffee Exchange of The America's Corporation.

         1.20  "Termination  Date"  means the date  specified  in Section 9.1 on
which this Agreement will terminate if Closing has not taken place.

                                       II.

                           Purchase and Sale of Assets

         2.1 Sale of Assets.  On the  Closing  Date,  Seller  will sell,  convey
assign,  transfer and deliver to Buyer, and Buyer will purchase and acquire from
Seller, all of Seller's right, title and interest in and to the Business Assets.

         2.2 Purchase Price and Method of Payment.

                  (a) Purchase  Price.  At Closing,  Buyer will pay to Seller as
full  consideration  for the  Business  Assets (i) the sum of Two Hundred  Forty
Thousand  ($300,000.00)  Dollars  payable  in  Buyer's  corporate  common  stock
totaling  Eleven  Million  Five Hundred  Thousand  (11,500,000)  common  shares,
together with (ii) the assumption of Seller's  liabilities  listed on Exhibit C,
(the "Purchase Price").

                  (b) Method of Payment. On the Closing Date, Buyer will deliver
to  Seller  one share  certificate  representing  Eleven  Million  Five  Hundred
Thousand  (11,500,000)  common  shares of Coffee  Exchange,  Inc. In addition to
Buyer's delivery of the shares,  buyer will deliver an Assumption and Assignment
Agreement for the Business Assets and liabilities.

                  (c) Allocation of Purchase  Price.  The Purchase Price will be
allocated for all purposes by the parties as follows:

         (i)      $130,000 allocated to the equipment.

         (ii)     $ 40,000 allocated to furniture.

         (iii)    $130,000 allocated to leasehold improvements.


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                  (d) Tax Reporting of Allocations. Buyer and Seller will report
the sale and  purchase of the Assets for all federal,  state,  local and foreign
tax  purposes  in a manner  consistent  with the  allocation  set  forth in this
Section 2.2(c).

         2.3 Delivery of the Business  Assets.  Buyer will take  delivery of all
Assets at Closing by Assignment  and  Assumption  Agreement the form of which is
set forth in Exhibit "B".

                                      III.

                                     Closing

         3.1 Closing.  The Closing of the purchase and sale contemplated by this
Agreement (the  "Closing") will take place on July 31, 2008 (the "Closing Date")
at the offices of Coffee  Exchange,  Inc. or at such other time or place as will
be agreed by the parties in writing;  provided,  however, that all conditions to
the Closing herein set forth will have been satisfied.

         3.2 Prorations. The operation of the Business Assets and all income and
expenses attributable thereto through the close of business on the day preceding
the Closing Date will be for the account of Seller. Thereafter, the operation of
the Business and all income and  expenses  attributable  thereto will be for the
account of Buyer. Expenses such as power and utility charges, property taxes and
assessments,  rents,  license  fees,  dues,  subscriptions,  and other  charges,
prepaid and deferred items, and all other items of income and expense  connected
with the Business  will be prorated  between  Seller and Buyer as of the Closing
Date. All  prorations  will be made and paid in cash within ten (10) days of the
Closing Date.

         3.3  Transfer  Taxes,  Etc.  To  the  extent  applicable,   any  retail
sales/use/transfer  taxes  due as a result  of the  purchase  and sale of Assets
contemplated  hereby will be paid entirely by Seller,  and Seller will indemnity
and hold Buyer harmless therefrom.

         3.4 Costs and  Expenses.  Except as otherwise  provided in Sections 3.2
and 3.3, each party will separately  bear the costs and expenses  incurred by it
in connection  with this  Agreement and the  transactions  contemplated  hereby;
provided,  however, that if any party will commence legal action to specifically
enforce or otherwise seek redress under, or for breach of, this  Agreement,  the
prevailing  party in such  action  will be  entitled  to  recover  its costs and
reasonable attorneys' fees incurred to prosecute or defend the action, including
costs and fees incurred in any appellate proceeding.

         3.5 Performance Seller at Closing.  At Closing,  Seller will deliver to
Buyer the following:

                  (a) An  Assignment  and  Assumption  Agreement  in the form of
Exhibit B sufficient to convey to Buyer all right,  title and interest of Seller
in and to the Business  Agreements  and all other  intangible  assets that are a
part of the Assets.

                  (b) A certified  copy of a  resolution  of  Seller's  board of
directors  authorizing  the  execution of this  Agreement  and the  transactions
contemplated hereby.

                  (c) A certificate  of Seller to the effect that all warranties
and  representations  of Seller  herein are true and  correct as of the  Closing
Date.

                  (d) All other  instruments  and  documents  that  Buyer or its
counsel,  in the  reasonable  exercise  of  their  discretion,  will  deem to be
necessary  (x) to fulfill any  obligation  required to be fulfilled by Seller on
the Closing Date, and (y) to evidence  satisfaction of any conditions to Closing
referred to in Section 7.2 hereof.

         3.6 Performance by Buyer at Closing. At Closing,  Buyer will deliver to
Seller the following:

                  (a) 11,500,000 shares of Buyer's common stock;

                  (b) Assignment and Assumption  Agreement whereby Buyer assumes
Seller's liabilities listed on Exhibit C.


<PAGE>

                  (c) A  certified  copy of a  resolution  of  Buyer's  board of
directors authorizing this transaction.

                  (d) A certificate  of Buyer to the effect that all  warranties
and  representations  of Seller  herein are true and  correct as of the  Closing
Date.

                  (e) All other  instruments  and  documents  that Seller or its
counsel,  in the  reasonable  exercise  of  their  discretion,  will  deem to be
necessary (x) to fulfill any obligation required to be fulfilled by Buyer on the
Closing  Date,  and (y) to evidence  satisfaction  of any  conditions to Closing
referred to in Section 7.2 hereof.

         3.7  Approval of  Documents.  Unless  otherwise  provided  herein,  all
instruments and documents  delivered pursuant to this Agreement will be dated as
of the  Closing  Date,  and will be  satisfactory  to the  parties  and to their
respective counsel as to form and content


                                       IV.

                    Representations and Warranties of Seller

         Seller  represents and warrants to Buyer that the following  statements
are true and  correct on the date  hereof,  and will be true and  correct on the
Closing Date as though made on such date:

         4.1   Organization,   Corporate  Power  and  Authority.   Seller  is  a
corporation duly organized, validly existing and in good standing under the laws
of Nevada,  and has the  requisite  corporate  power and  authority  to execute,
deliver  and  perform  this  Agreement  and  to  consummate   the   transactions
contemplated hereby.

         4.2  Authorization,  Binding  Effect and No Conflicts.  The  execution,
delivery and  performance  by Seller of this Agreement and the  consummation  by
Seller of the transactions contemplated thereby have been duly authorized by all
necessary  corporate action on the part of Seller.  This Agreement has been duly
and validly  executed  and  delivered  by Seller and  constitutes  the valid and
binding obligation of Seller,  enforceable in accordance with its terms, subject
to (i)  applicable  bankruptcy,  insolvency  or other  similar laws  relating to
creditors'  rights  generally,  and  (ii)  general  principles  of  equity.  The
execution,  delivery  and  performance  by  Seller  of  this  Agreement  and the
consummation  by Seller of the  transactions  contemplated  hereby  will not (x)
violate any provision of law, rule or regulation to which Seller is subject, (y)
violate any order,  judgment or decree  applicable  to Seller,  or (z)  conflict
with,  or result in a breach or  default  under,  any term or  condition  of the
Articles of  Incorporation  or the Bylaws of Seller,  or any  agreement or other
instrument  to which Seller is a party or by which Seller may be bound;  except,
in each case,  for  violations,  conflicts,  breaches or  defaults  which in the
aggregate  would  not  materially  hinder  or  impair  the  consummation  of the
transactions contemplated hereby.

         4.3 Consents and Approvals. Neither the execution of this Agreement nor
the  consummation  of the sale of the Assets requires the approval or consent of
any governmental  authority having  jurisdiction over the business of Seller nor
of any party to any agreement with Seller.

         4.4  Accounts  Receivable.  All Accounts  Receivable  of the Seller are
reflected properly on their books and records,  are valid receivables subject to
no set offs or counterclaims, are presently current and collectible, and will be
collected in accordance with their terms at their recorded amounts, subject only
to the reserve for bad debt set forth in the Most Recent  Financial  Statements,
as adjusted for the passage of time through the Closing Date in accordance  with
past customs and practices of the Seller.

         4.5 Business  Agreements.  The Business Agreements listed on Schedule I
hereto constitute valid and binding  obligations of Seller and are in full force
and effect as of the date of this  Agreement  and,  with the  exception of those
Business  Agreements  which will have been  completed  prior to the Closing Date
according to their terms,  will on the Closing Date constitute valid and binding
obligations  of Seller and be in full force and effect.  Neither  Seller nor any
other party to such Business  Agreements are in material  default under any such
agreements.

         4.6 Intellectual Property Rights. Seller owns or has the right pursuant


<PAGE>

to  license,  sub-license,  agreement  or  permission  to use  all  Intellectual
Property  Rights  necessary  for the  operation  of the  Business  as  presently
conducted  and as  presently  proposed  to be  conducted.  Seller  has taken all
reasonable action to protect each item of Intellectual  Property that it owns or
uses. To Seller's  knowledge,  Seller is not infringing upon,  misappropriating,
violating or otherwise  acting adversely to the right of any other person under,
or in respect to, any trade names, trademarks,  patents,  copyrights, or similar
intangible rights, and the Seller has not received any charge, complaint,  claim
or notice of such an infringement,  misappropriation,  violation or adverse act.
To the knowledge of the Seller,  and the  directors  and officers of Seller,  no
third party has infringed  upon,  misappropriated,  violated or otherwise  acted
adversely to the Intellectual Property Rights.

         4.7 Licenses and  Authorizations.  On the date hereof, the Licenses and
Authorizations  set forth in  Schedule  II hereto are in full force and  effect,
and,  to  the  knowledge  of  Seller,  constitute  all  licenses,   permits  and
authorizations  from regulatory  bodies which are required for the ownership and
operation  of the Assets and the  Business.  Seller is not aware of any material
violation  of any  federal,  state,  or local law or  regulation  in  respect to
Seller's ownership or operation of the Assets.

         4.8  Financial  Statements.  All  financial  statements  that Seller is
required to provide  Buyer  pursuant  to this  Agreement  have been  prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods covered by such financial  statements,  are correct
and  complete,  and are  consistent  with the books and  records of the  Seller;
except, however, that the Most Recent Financial Statements are subject to normal
year-end adjustments, which will not be material, and lack footnotes.

         4.9 Litigation.  There are no actions,  suits,  claims,  proceedings or
investigations pending or, to the knowledge of Seller, threatened against Seller
that would affect  Seller's  title or interest in any of the Assets.  Seller has
received no notice,  and has no  knowledge,  that it is in default of any order,
writ,  injunction  or  decree  of any  court or  federal,  state,  municipal  or
governmental  department,  commission,  board, bureau, agency or instrumentality
with respect to the ownership and operation of the Assets. To the best knowledge
of  Seller,  Seller  has  complied  in all  material  respects  with  all  laws,
regulations, franchises, licenses and orders applicable to the Assets.

         4.10 No Broker.  Seller has not employed  any broker,  finder or agent,
nor otherwise become obligated for any broker's,  finder's or agent's or similar
fee with respect to the transaction contemplated by this Agreement.

         4.11  Disclosure.  Neither this  Agreement  nor any of the Schedules or
Exhibits  annexed hereto contains any untrue  statement of any material fact, or
omits to state  any  material  fact  required  to be stated in order to make the
statements contained herein or therein not misleading.  To the best knowledge of
Seller,  there is no fact which has not been disclosed in writing to Buyer prior
to the date hereof  that  materially  adversely  affects  the  prospects  or the
financial or other condition of the Business or the Assets.

         4.12  Compliance  With  Laws.  To  Seller's  knowledge,  Seller  is  in
compliance  with all laws,  rules,  regulations  and  orders  applicable  to the
Business Assets (including,  without limitation, those relating to environmental
protection,  occupational  safety and health  and equal  opportunity  employment
practices),  except  where  the  failure  to  comply  therewith  does not have a
material adverse effect on the financial condition of the Business Assets.

         4.13  Non-foreign  Status.  Seller is not a "foreign  person"  (i.e., a
nonresident  alien  individual  or foreign  corporation)  within the  meaning of
Section  897(a) of the Internal  Revenue Code.  At Closing,  Seller will furnish
Purchaser,  in  accordance  with  Internal  Revenue  Code  Section  1445 and the
regulations  thereunder,  with an affidavit  stating,  under penalty of perjury,
that  Seller  is  not  a  "foreign   person,"  and  stating  Seller's   taxpayer
identification number.

                                       V.

                     Representations and Warranties of Buyer

         Buyer  represents and warrants to Seller that the following  statements
are true and  correct  on the date  hereof  and will be true and  correct on the
Closing Date as though made on such date:

         5.1 Organization, Corporate Power and Authority. Buyer is a corporation
duly organized,  validly existing and in good standing under the laws of Nevada,
and has the  requisite  corporate  power and  authority to execute,  deliver and


<PAGE>

perform this Agreement and to consummate the transactions contemplated hereby.

         5.2  Authorization,  Binding  Effect and No Conflicts.  The  execution,
delivery and  performance  by Buyer of this  Agreement and the  consummation  by
Buyer of the transactions  contemplated thereby have been duly authorized by all
necessary  corporate  action on the part of Buyer.  This Agreement has been duly
and  validly  executed  and  delivered  by Buyer and  constitutes  the valid and
binding obligation of Buyer,  enforceable in accordance with its terms,  subject
to (i)  applicable  bankruptcy,  insolvency  or other  similar laws  relating to
creditors' rights generally, and (ii) general principles of equity.

         5.3 Consents and Approvals. Neither the execution of this Agreement nor
the  consummation  of the sale of the Assets requires the approval or consent of
any governmental authority having jurisdiction over the business of Buyer nor of
any party to any agreement with Buyer.

         5.4 Availability of Shares. Buyer has available and will have available
on the Closing Date  sufficient  treasury  shares to enable it to consummate the
transaction contemplated by this Agreement.

         5.5 No Broker. Buyer has not employed any broker,  finder or agent, nor
otherwise become obligated for any broker's, finder's or agent's or similar fee,
with respect to the transaction contemplated by this Agreement.


                                       VI.

                               Covenants of Seller

         6.1  Investigation  and Access.  Throughout the period from the date of
this  Agreement  until  the  Closing  Date,  Seller  will  comply  with  Buyer's
reasonable requests for information with respect to the Assets, and will provide
Buyer and its duly  authorized  representatives  with  reasonable  access during
regular business hours to Seller's offices,  records, files and books of account
related to the Assets.  Such access will be provided for the limited  purpose of
allowing Buyer to conduct an investigation  into the condition and operation of,
and title to, the Assets.  The investigation  will be conducted in a manner that
does not unreasonably interfere with Seller's normal operations or with Seller's
employee  and  customer  relationships.   After  the  investigation,  Buyer  may
terminate  this  Agreement  at any time prior to the  Closing  Date if it is not
satisfied,  in the reasonable exercise of its discretion,  with the condition of
the Assets. In case of such termination,  neither Buyer nor Seller will have any
further obligation to the other party under this Agreement. Unless and until the
purchase  and sale  contemplated  by this  Agreement  is  closed,  Buyer and its
representatives  will treat all  information  obtained in the  investigation  of
Seller's Assets and otherwise not in the public domain as confidential, and will
return all books, records and documents made available to it by Seller.

         6.2 Operation of the Business by Seller. Seller covenants that prior to
the Closing Date Seller will:

                  (a) Continue to operate the  Business  Assets in the usual and
ordinary  course  of  business,  and in  conformity  with all  applicable  laws,
ordinances, regulations, rules and orders;

                  (b) File all applications  and other documents  required to be
filed in connection with the operation of the Business and Assets;

                  (c)  Maintain its  Business  Assets and in their  present good
operating  condition  and repair,  reasonable  wear and tear and ordinary  usage
excepted;

                  (d) Keep the Business Assets free of liabilities,  liens,  and
encumbrances of any kind whatsoever, except for the Permitted Exceptions;

                  (e) operate the Business  Assets  diligently,  in the ordinary
course of business and consistently with past practice, and use its best efforts
to  preserve  existing  customer  and  agency  relationships  and  the  business
reputation of Seller;


<PAGE>

                  (f) Pay,  or cause to be paid,  all income,  property,  sales,
use, franchise, excise, social security, withholding, workmen's compensation and
unemployment  insurance taxes and all other taxes of or relating to the Business
Assets that are due;

                  (g) Maintain  complete and accurate books and records relating
to the Business Assets.

         6.3 Negative  Covenants of Seller.  Between the date of this  Agreement
and the Closing Date, except as contemplated by this Agreement, Seller will not,
without the prior written consent of Buyer:

                  (a)  Create,  assume  or  permit  to  exist  any new  security
interest  or pledge,  or subject to any lien or  encumbrance  any of the Assets,
whether now owned or hereafter acquired;

                  (b) Sell,  assign,  lease or otherwise  transfer or dispose of
any of  the  Assets,  whether  now  owned  or  hereafter  acquired,  except  for
retirements in the usual and ordinary  course of business in connection with the
acquisition of similar property or assets.

                  (c) Cancel any customer or agency relationship,  except in the
usual and ordinary course of business;  renegotiate,  modify, amend or terminate
any Business  Agreement  listed on Schedule I; or fail to comply with all of the
terms  and  conditions  of  said  Business   Agreements  and  all  Licenses  and
Authorizations.

         6.4 Accounts  Receivable.  Seller will promptly  remit in cash to Buyer
the proceeds of all checks and other payments for accounts  receivable-purchased
by Buyer under this Agreement and coming into the possession of Seller.

         6.5  Further  Assurances.  At any time or from  time to time  after the
Closing  Date,  Seller  will,  at the  request of Buyer and at Buyer's  expense,
execute  and  deliver any further  instruments  or  documents  and take all such
further  actions  as Buyer  may  reasonably  request  in order to  evidence  the
consummation of the transactions contemplated hereby.

                                      VII.

                         Conditions Precedent to Closing

         7.1  Seller's  Performance.  The  obligation  of Seller to close on the
Closing Date is subject to the  fulfillment  at or prior to such date of each of
the following  conditions (any one or more of which may be waived in whole or in
part by Seller in writing):

                  (a) The  representations  and  warranties  of Buyer  contained
herein will be true and  correct in all  material  respects on the Closing  Date
with the same force and effect as though such representations and warranties had
been made on and as of the Closing Date.

                  (b) Buyer will have  performed  and complied with all material
terms,  covenants  and  conditions  of this  Agreement  that are  required to be
performed or complied with by it on or before the Closing Date.

                  (c) No action,  investigation,  or  proceeding  will have been
instituted or  threatened  that would  adversely  affect the ability of Buyer to
comply with the provisions of this Agreement.

         7.2 Buyer's Performance. The obligations of Buyer to close hereunder on
the Closing Date are subject to the fulfillment at or prior such date of each of
the following  conditions (any one or more of which may be waived in whole or in
part by it in writing):

                  (a) The  representations  and  warranties of Seller  contained
herein will be true and  correct in all  material  respects on the Closing  Date
with the same force and effect as though such representations and warranties had
been made on and as of the Closing Date.

                  (b) Seller will have  performed and complied with all material
terms,  covenants and conditions of this  Agreement  required to be performed or
complied with by it on or before the Closing Date.

                  (c) No action or proceeding  will have been  instituted or, to
the  knowledge  of  Seller,  threatened  that would  adversely  affect or relate


<PAGE>

materially  to the Assets,  or adversely  affect the ability of Seller to comply
with the provisions of this Agreement.

                  (d) No damage,  destruction  or loss will have  occurred  that
would entitle Buyer to terminate this Agreement, as provided in Section 8.4.

                  (e)  All  actions,  proceedings,  instruments,  signatures  of
Seller,  and documents  required to carry out this Agreement or incident thereto
will  have been  approved  by  counsel  for  Buyer.  Such  approval  will not be
unreasonably withheld.

                  (f) All governmental and other consents and approvals, if any,
necessary to permit the  consummation of the  transactions  contemplated by this
Agreement will have been received.


                                      VIII.

                          Indemnification: Risk of Loss

         8.1 Assets to Be  Conveyed.  Except  for  performance  of the  Business
Agreements expressly assumed by Buyer hereunder, Buyer assumes no liabilities or
obligations  of Seller of any kind  whatsoever,  whether fixed or contingent and
whether known or unknown,  in connection with the Business  Assets.  At Closing,
Seller  will  convey to Buyer  title to all of the Assets  free and clear of all
liens,  charges,  claims  and  encumbrances,   subject  only  to  the  Permitted
Exceptions;  and Seller will, in accordance  with Section 8.2 hereof,  indemnity
and hold  Buyer  harmless  from any and all such  liabilities,  liens,  charges,
claims and encumbrances to which the Assets are or may become subject.

         8.2 Indemnification of Buyer.

                  (a) Seller agrees to indemnity and hold Buyer,  its successors
and assigns, harmless from and against:

                           (1) Any and all claims,  liabilities  and obligations
of every kind and description, contingent or otherwise,
arising out of or related to the  operation  of the  Business or to ownership of
the  Assets  by  Seller  prior to the  Closing.  Such  claims,  liabilities  and
obligations include, but are not limited to, any and all claims, liabilities and
obligations  arising or required to be performed  prior to the Closing under any
contract,   agreement,   lease  or  instrument  assumed  by  Buyer,  except  for
performance of those Business Agreements and the Permitted Exceptions.

                           (2) Any and all damage or deficiency  resulting  from
any misrepresentation, breach of warranty, or
nonfulfillment  of any agreement on the part of Seller under this Agreement,  or
from  any  misrepresentation  in or  omission  from  any  certificate  or  other
instrument  furnished to Buyer pursuant to this Agreement or in connection  with
any of the transactions contemplated hereby.

                           (3) Any and all actions, suits, proceedings, damages,
assessments, judgments, costs and expenses, including
reasonable  attorneys' fees incurred by Buyer as a result of Seller's failure or
refusal to compromise or defend any claim incident to the foregoing provisions.

                  (b) If any claim or liability  will be asserted  against Buyer
which  would give rise to a claim by Buyer  against  Seller for  indemnification
under the  provisions  of this  section,  Buyer will  promptly  notify Seller in
writing of the same,  and Seller will, at its own expense,  compromise or defend
any such claim; provided,  however, that Buyer may, at its own cost and expense,
join and cooper-ate with Seller in defending or compromising such claim.


                         8.3 Indemnification of Seller.

                  (a) Buyer hereby  agrees to indemnity  and hold Seller and its
successors and assigns harmless from and against:


<PAGE>

                           (1) Any and all claims,  liabilities  and obligations
of every kind and description, contingent or otherwise,
arising from or related to the  ownership of the Assets by Buyer  subsequent  to
the Closing.  Such claims,  liabilities,  and obligations  include,  but are not
limited to, any and all claims,  liabilities and obligations arising or required
to be performed  subsequent to Closing under any Business  Agreement  assumed by
Buyer pursuant to this Agreement.

                           (2) Any and all damage or deficiency  resulting  from
any misrepresentations, breach of warranty,
nonfulfillment of any agreement or obligation  assumed or required to be assumed
by Buyer under this Agreement, or from any misrepresentation in or omission from
any  certificate  or other  instrument  furnished  to  Seller  pursuant  to this
Agreement, or in connection with any of the transactions contemplated hereby.

                           (3) Any and all actions, suits, proceedings, damages,
assessments, judgments, costs and expenses incident
to  any  of the  foregoing  provisions,  including  reasonable  attorneys'  fees
incurred  by Seller as the  result of  Buyer's  failure  or refusal to defend or
compromise any claim.

                  (b) If any claim or liability will be asserted  against Seller
which  would give rise to a claim by Seller  against  Buyer for  indemnification
under the provisions of this section,  Seller will promptly  notify Buyer of the
same and Buyer will,  at its own expense,  compromise  or defend any such claim;
provided that Seller may, at its own cost and expense,  join and cooperate  with
Buyer in the defense or compromise of such claim.

         8.4 Risk of Loss.  The  risk of any  loss or  impairment  of any of the
Business  Assets to be  transferred to Buyer pursuant to this Agreement from any
cause will be borne by Seller at all times prior to the Closing  Date.  Upon the
occurrence  of any loss or damage to any  material  part of the Assets  prior to
Closing,  Seller will notify Buyer of same in writing immediately,  stating with
particularity  the  extent of loss or damage  incurred,  the cause  thereof,  if
known,  and the  extent  to  which  restoration  will be  reimbursed  under  any
insurance policy with respect thereto.  Subject to the provisions hereof,  Buyer
will have the option (but not the obligation)  exercisable  within ten (10) days
after receipt of such notice from Seller, to:

                  (1) Terminate this Agreement.

                  (2)  Postpone  the  Closing  until  such time as the  Business
Assets have been  restored,  but in no case  longer than within  three (3) weeks
from notification.

                  (3) Elect to  consummate  the Closing and accept the  Business
Assets in its "then" condition, with an adjustment to the purchase price for the
loss or destruction of any of the Assets.

                                       IX.

                                   Termination

         9.1 Right to Terminate Before Closing. This Agreement may be terminated
at any time prior to Closing,  and the transactions  contemplated  hereby may be
abandoned at any such time.

                  (1) by Buyer, as provided in Sections 6.1 or 8.4;

                  (2) by mutual consent of Buyer and Seller;

                  (3)  unilaterally  by Buyer  or  Seller,  if there  has been a
default by the other party in any  material  respect in the  performance  of any
covenant herein, and such default has not been cured by the Closing Date;

                  (4)  unilaterally by Buyer or Seller,  any  representation  or
         warranty of the other party is untrue in any material respect; or

                  (5)  unilaterally  by Buyer or Seller if the  Closing  has not
taken place by (the "Termination Date").

         9.2 Specific  Performance in the Event of Seller's Failure to Close. If


<PAGE>

all the conditions  precedent to the obligations of either party to close as set
forth in this Agreement have been satisfied, but such party will refuse to close
as  provided  in Article  III  hereof,  or in the event of a material  breach by
either  party of its  obligations  hereunder  which is not cured by the  Closing
Date, then the other party, in addition to any other right or remedy it may have
at law or in equity,  will have the right to enforce the terms of this Agreement
by decree of specific performance.

                                       X.

                                  Miscellaneous

         10.1  Schedules  and Exhibits.  All schedules and exhibits  attached to
this Agreement will be deemed part of this  Agreement and  incorporated  herein,
where applicable, as if fully set forth herein.

         10.2 No Assignment,  Successors, Assigns, Etc. The terms and conditions
of this  Agreement  will inure to the benefit of, and will be binding upon,  the
parties hereto, their respective heirs, personal representatives, successors and
assigns; provided, however, that this Agreement will not be assigned or conveyed
by any party to any person or entity  without the prior  written  consent of the
other party hereto,  except that Buyer may assign this Agreement without consent
to any  corporation  controlling or controlled by it (the term control will mean
an ownership and controlling interest of greater than 50.1%). In the event of an
assignment,  the assigning  party will not be relieved of any of its obligations
and undertakings contracted for herein.

         10.3  Construction.  This  Agreement  will be construed and enforced in
accordance with the laws of the State of Texas.

         10.4 Counterparts. This Agreement may be executed simultaneously in any
number of  counterparts,  each of which  will be deemed an  original  and all of
which will constitute one and the same instrument.

         10.5 Survival of  Representations  and Warranties.  All of Seller's and
Buyer's representations and warranties contained herein will survive the Closing
for a period of one year from the  Closing  Date,  after which they will be null
and void.

         10.6 Notices.  Any notices or other  communications  will be in writing
and will be considered to have been duly given on the earlier of (1) the date of
actual receipt or (2) three days after deposit in the first-class certified U.S.
mail, postage prepaid, return receipt requested:

                  (a) If to Seller, to:
                           Coffee Exchange of The America's Corporation
                           609 Kiowa Dr.
                           McKinney, Texas 75071

                  (b) If to Buyer, to:
                           Coffee Exchange, Inc.
                           609 Kiowa Dr.
                           McKinney, Texas 75071

         10.7  Amendment.  This  Agreement  may be  amended at any time prior to
Closing by written instrument executed by the parties hereto.

         10.8 Entire Agreement. This Agreement contains the entire understanding
of the parties hereto relating to the subject matter herein.

         10.9 Waiver. Any default,  misrepresentation  or breach of any covenant
or  warranty  by a party in  connection  with  this  Agreement  may be waived in
writing by the other party. No such waiver will be deemed to extend to any prior
or subsequent default,  misrepresentation or breach of any covenant or warranty,
or affect  any  rights  arising  by virtue of any prior or  subsequent  default,
misrepresentation or breach of any covenant or warranty.


<PAGE>

         10.10  Governing  Law. This  Agreement  will be construed in accordance
with,  and governed by, the law of the state of Texas  applicable  to agreements
made and to be performed wholly within this jurisdiction.

         10.11  Public  Announcements.  Neither  Seller  nor Buyer will make any
public  statements,  including,  without  limitation,  any press releases,  with
respect to this Agreement and the transactions  contemplated  hereby without the
prior written  consent of the other party (which consent may not be unreasonably
withheld), except as may be required by law.


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement or
caused this  Agreement to be executed by their/its duly  authorized  officers on
the day and year first above written.



                                    SELLER:

                                    COFFEE EXCHANGE OF THE AMERICA'S CORPORATION
                                    By /s/ Carl Olivieri
                                       -----------------
                                    Its President


                                    BUYER:

                                    COFFEE EXCHANGE, INC.
                                    By /s/ Randy Moseley
                                       -----------------
                                    Its Chief Financial Officer