AGREEMENT OF ASSET ACQUISITION AND
                            CORPORATE REORGANIZATION

      This  Agreement of Asset  Acquisition  and Corporate  Reorganization  (the
"Agreement") dated June 28, 1997, by and between Starlog Franchise  Corporation,
a New Jersey  corporation  with its  principal  offices  located at 945 Brighton
Street,  Union,  New Jersey 07083,  ("Transferee")  and Goal Post  Distributing,
Inc., a Florida  corporation  with its principal  offices  located at 13949-9 W.
Hillsborough  Ave.  Tampa, FL 33634,  ("Transferor")  and Kevin M. Vander Kelen,
("Owner").

                                    RECITALS

      WHEREAS,  Transferee  desires to acquire all of the assets of  Transferor,
all as more  particularly set forth herein in a transaction  intended to qualify
as a  reorganization  pursuant to Section  368(a)(1)(C) of the Internal  Revenue
Code of 1986, as amended (the "Acquisition"); and

      WHEREAS,   the  Acquisition  shall  be  consummated  pursuant  to  and  in
accordance with the terms and conditions set forth in this Agreement.

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
set forth herein, the parties agree as follows:

SECTION 1. Transfer and  Acquisition  of the Assets and Assignment of Agreements
of Transferor.

1.1   Acquisition  of  Assets.  Subject  to the  terms  and  conditions  of this
      Agreement, Transferor agrees to sell, convey, transfer, assign and deliver
      to  Transferee,  and  Transferee  agrees to transfer  all of  Transferor's
      right,  title and  interest  in its  assets,  real,  personal  and  mixed,
      tangible  and intangible,  employed  in   the  operations  of  Transferor,
      including,  without  limitation,  the following items  (collectively,  the
      "Assets")  but  excluding  the items listed in Section 1.2 below:  (i) all
      equipment,   vehicles,  furniture  and  furnishings,   including,  without
      limitation, those taken into consideration in any depreciation schedule of
      Transferor; (ii) any and all recorded or unrecorded leasehold interests to
      the  real  property  location(s)  used in  connection  with  the  Business
      together with all  improvements  and fixtures  located thereon or therein;
      (iii) all usable  supplied,  forms,  brochures,  and  inventory;  (iv) any
      intangible  assets,  goodwill,  and intellectual  property,  including any
      service and/or  trademarks or names and logos (including  specifically the
      name  "Goal  Post  Distributing,  Inc.");  (v)  copies  of all  employment
      applications  and other personnel  records of key employees as selected by
      Transferee;  (vi) all interests in  commitments,  contracts,  leases,  and
      agreements  relating to the Business and Assets;  (vii) all files,  lists,
      and records relating to all clients,  customers,  accounts,  prospects and
      referral sources of Transferor; (viii) rights to telephone and fax numbers
      used by Transferor;  (ix) all computer,  other data processing  equipment,
      and related  software;  and (x) all prepaid  expenses,  and  miscellaneous
      deposits of Transferor.  Transferor shall convey good and marketable title
      to the Assets and all parts  thereof to  Transferee  free 


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<PAGE>

      and clear of all  liabilities,  claims,  assessments,  security  interests
      liens, restrictions and encumbrances,  except as expressly provided herein
      to the contrary.

1.2   Excluded  Assets.  The Assets shall not include and  Transferee  shall not
      acquire from Transferor the following items ("Excluded Assets"):  cash and
      cash equivalents.

1.3   Excluded  Liabilities.  Except as expressly provided in the assignment and
      assumption of contracts  referenced  in paragraph 2.2 and 2.3,  Transferee
      shall not be obligated  to pay or assume,  and none of the Assets shall be
      or  become  liable  for  or  subject  to,  any  liability  of  Transferor,
      including, without limitation, the following, whether fixed or contingent,
      recorded or  unrecorded,  known or unknown  (collectively,  the  "Excluded
      Liabilities"): (i) long, or short term indebtedness, liabilities and other
      obligations or guarantees of Transferor;  (ii) federal, state or local tax
      liabilities  or  liabilities  of Transferor  relating to the operations of
      Transferor  for the period prior to the Closing Date or resulting from the
      consummation of the transactions contemplated herein,  including,  without
      limitation,  any income or  acquisitions,  tax, any franchise tax, and any
      other such tax; (iii) obligation or liability for any and all claims by or
      on behalf of any  employee  of  Transferor  relating  to periods  prior to
      Closing; (iv) any liability, obligation, interest, sanctions, or penalties
      arising  out of or in  connection  with any claim or  violation  under the
      Employee  Retirement Income Security Act of 1974; and (v) any liability or
      obligation  arising  out of or in  connection  with  any  act or  omission
      relating to the  ownership or  operations of the Business by Transferor or
      the  Assets  which  occurred  prior to  Closing,  including  any breach by
      Transferor at any time of any contract or commitment.

1.4   Transfer  Price.  The  total  transfer  price  payable  by  Transferee  to
      Transferor  for  the  Assets  ("Transfer   Price"),   shall  be  4,300,000
      previously  unissued  shares  of  the  common  stock  of  Transferee  (the
      "Shares")  valued at $0.15 per share,  which value is hereby  specifically
      agreed to by Transferor  and  Transferee.  As an  accommodation  to Owner,
      Transferee  shall issue such shares in the name of Owner.  The Certificate
      or Certificates evidencing such shares shall bear the following legend:

            The  securities  represented  by  this  certificate  have  not  been
            registered  under the Securities Act of 1933, as amended and may not
            be sold, transferred, pledged, hypothecated or otherwise disposed of
            in the absence of (i) an effective  registration  statement for such
            securities under said act or (ii) an opinion of company counsel that
            such registration is not required.

1.5   Additional  Restrictions  on  Transfer.  Transferor  agrees  to  execute a
      lock-up agreement upon terms customary in the industry which restricts the
      transfer of the securities received from Transferor  hereunder on the same
      terms  and  conditions  as agreed to by Hope  Associates,  L.L.C.  and its
      Members,  or as agreed by any  control  person,  affiliate  or other group
      agreeing to a lock-up to  facilitate  financing or any public  offering of
      Transferor's  common stock  provided  that such  lock-up  shall not exceed
      twelve  (12) mouths  in  duration.  Transferor  further  agrees,  that an
      additional  appropriate  legend  shall be placed on the  securities  and a
      transfer stop-order  restricting transfer of the securities may be imposed
      with respect to all securities


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<PAGE>

      which are subject to the provisions of this  paragraph.  Transferee  shall
      remove such legend and  stop-order  upon the  expiration  of such lock-up.
      Transferor  agrees that  damages for a breach of this  paragraph  would be
      inadequate and that Transferee,  Transferor and Owner would be entitled to
      injunctive relief.

1.6   Instruments of Conveyance and Transfer.  At the Closing,  Transferor shall
      deliver to  Transferee  such deeds,  bills of  acquisition,  endorsements,
      assignments,  and  other  good and  sufficient  instruments  of  transfer,
      conveyance,  and assignment  satisfactory to Transferee and its counsel as
      shall  be  effective  to  vest  in and  warrant  to  Transferee  good  and
      marketable title to the Assets, free and clear of all mortgages,  security
      agreements,  pledges,  charges,  claims,  liens,  and  encumbrances and to
      transfer to Transferee all of Transferor's  rights and  obligations  under
      the Assumed Contracts. Simultaneously with such delivery, Transferor shall
      take all steps as may be required to put  Transferee in actual  possession
      and operating control of the Assets and the Business.

1.7   Further  Assurances.  Transferor shall from time to time at the request of
      Transferee  and without  further  consideration,  execute and deliver such
      instruments of transfer,  conveyance,  and assignment in addition to those
      delivered pursuant to Section 1.5 and take such other action as Transferee
      may reasonable request to more effectively transfer, convey, and assign to
      and vest in Transferee, and to put Transferee in possession of, all or any
      portion of the  Assets.  In the event  that any  consent  is  required  to
      transfer any contracts to be assumed by  Transferee  has not been received
      by the Closing,  and  Transferee  waives such  nonreceipt  and proceeds to
      Closing,  Transferor shall be obligated  without further  consideration to
      use its best  efforts to secure for the  Transferee  the  benefits of such
      contracts.

1.8   Affirmative Statement of Intent to Qualify Acquisition Pursuant to Section
      368(a)(l)(C). The parties herein agree that the acquisition is intended to
      qualify  as a  reorganization  pursuant  to  Section  368(a)(l)(C)  of the
      Internal  Revenue Code of 1986,  as amended,  and shall be treated as such
      for all tax and  financial  purposes by each of the  parties,  and neither
      party,  either  directly or indirectly,  shall take any position or action
      inconsistent  with such  intent.  Further,  the parties  agree that either
      party shall  execute any  additional  documents  required by the  Internal
      Revenue  Service  in  order to  document  or  preserve  the  intended  tax
      treatment  of  the   Aquisition.   Transferor   shall  make  available  to
      Transferee  any  books,  records or other  documentation  maintained by it
      which is required by Transferee  to properly  account for the basis of the
      Assets subsequent to the Acquisition.

SECTION 2. Closing.

2.1   Time and Place. Subject to the terms and conditions of this Agreement, the
      closing (the "Closing")  shall take place at 10:00 a.m., on June 29, 1997,
      at the offices of Evans & Donica,  P.A. 201 E. Kennedy Blvd.,  Suite 1500,
      Tampa, FL 33602, or at such other time, date,  and/or place as the parties
      may mutually agree. The date on which the Closing occurs is referred to as
      the "Closing  Date." In  the event actual  closing  should take place at a
      later date,  the parties agree  Closing  shall be effective as of June 29,
      1997.


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<PAGE>

2.2   Actions of Transferor at Closing.  At Closing and unless  otherwise waived
      in writing by  Transferee,  Transferor  shall  deliver to  Transferee  the
      following:

      (i)   Assignments  executed by  Transferor  assigning  to  Transferee  the
            leasehold  title to any leased real  property,  and  evidencing  the
            consents of the respective landlords thereto;

      (ii)  A General  Bill of  Acquisition  and  Agreement,  fully  executed by
            Transferor, conveying to Transferee good and marketable title to all
            tangible and intangible assets which are a part of the Assets,  free
            and clear of all liabilities,  claims, liens, security interests and
            restrictions;

      (iii) An Assignment and  Assumption of Contracts,  executed by Transferor,
            conveying to Transferee, Transferor's interests in such Contracts;

      (iv)  Copy of  resolutions  duly adopted by the board of directors and the
            shareholders of Transferor  authorizing and  approving  Transferor's
            execution,  delivery  and  performance  of  this  Agreement  and the
            transactions  contemplated  hereby,  certified  as true  and of full
            force as of Closing, by an appropriate officer of Transferor;

      (v)   Certificate of a duly  authorized  officer of Transferor  certifying
            that each covenant and agreement of Transferor to be performed prior
            to Closing  pursuant to this  Agreement  has been  performed  in all
            material respects;

      (vi)  Certificate of a duly  authorized  officer of Transferor  certifying
            that each  representation  and  warranty of  Transferor  is true and
            complete  as of the  date of this  Agreement  and as of the  Closing
            date;

      (vii) Certificate of incumbency for the officer(s) of Transferor executing
            this  Agreement  or making  certifications  for Closing  dated as of
            Closing;

      (viii)Certificate  of existence and good  standing of Transferor  from the
            State of  Florida,  dated the most  recent  practical  date prior to
            Closing; and

      (ix)  Such other  instruments and documents  required under this Agreement
            or  as  Transferee   reasonably   deems   necessary  to  effect  the
            transactions  contemplated  hereby and to otherwise  consummate  the
            transactions described herein.

2.3   Actions of  Transferee  at Closing.  At the  closing and unless  otherwise
      waived in writing by  Transferor,  Transferee  shall deliver to Transferor
      the following:

      (i)   An Assignment  and  Assumption of Contracts  executed by Transferee,
            pursuant to which  Transferee  shall  assume the future  payment and
            performance of the Contracts as herein provided;

      (ii)  Copy of the  resolutions  duly  adopted by the board of directors of
            Transferee,   authorizing  and  approving  Transferee's   execution,
            delivery and  performance  of this  Agreement  and the  transactions
            contemplated  hereby,  certified  as true  and in full  force  as of
            Closing by an appropriate officer of Transferee;

      (iii) Certificate of a duly  authorized  officer of Transferee  certifying
            that each covenant and agreement of Transferee to be performed prior
            to Closing  pursuant to this  Agreement  has been  performed  in all
            material respects;


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<PAGE>

      (iv)  Certificate of a duly  authorized  officer of Transferee  certifying
            that each  representation  and warranty of  Transferee  as set forth
            herein is true and complete as of the date of the  Agreement  and as
            of the Closing Date;

      (v)   Delivery of  Transferee's  common stock  certificate  in the name of
            Owner  evidencing  transfer  of  4,300,000  shares  of  Transferee's
            previously  unissued  common  stock.  In  the  event  that  a  stock
            certificate  countersigned  by  Transferee's  transfer  agent is not
            available at the closing,  Transferee  shall deliver to Transferor a
            stock certificate without such countersignature and shall as soon as
            practicable but not later than 30 days after the Closing, deliver to
            Owner a certificate  bearing such  countersignature  in substitution
            for the certificates delivered at Closing; and

      (vi)  Certificate  of Good  Standing of  Transferee  from the State of New
            Jersey

SECTION 3. Representations and Warranties of Transferor and Owner.

3.1   Transferor's and Owner's  Representations  and Warranties.  Transferor and
      Owner  jointly  and  severally  represent  and  warrant to  Transferee  as
      follows:

      3.1.1 Ownership.  Owner is the legal and  beneficial  owner of 100% of the
            issued and outstanding voting securities of Transferor.

      3.1.2 Transferors  Representations  and  Warranties.  Transferor and Owner
            have  received  Transferee's  Forms  10-K and l0-Q on file  with the
            Securities and Exchange  Commission and such further  information as
            they have  desired  to review and  inspect,  that they have met with
            management  of  Transferee,  and are  fully  familiar  with all such
            information,  financial or  otherwise,  that they deem  necessary or
            appropriate  to acquire  the stock of  Transferee  pursuant  to this
            Agreement.

      3.1.3 Financial Condition and Statements.

            (a)   For the 24 month  period  ending  June  29,  1997,  the  gross
                  revenues  generated  by  Transferor  is  greater  or  equal to
                  $6,993,857.00  and  the  pre-tax  income  related  thereto  is
                  greater or equal to $603,178.00.

            (b)   Transferor has delivered to Transferee copies of the following
                  financia1  statements  relating to Transferor's  business (the
                  "Financial  Statements"):  (i) unaudited  Income  Statement of
                  Transferor  for the 12 month period ended on and Balance Sheet
                  as of June 29, 1997 (the  "Financial  Statement  Date");  (ii)
                  unaudited  Balance Sheet as of June 29, 1997,  attached hereto
                  as Schedule 3.1.3; (iii) a depreciation schedule and a current
                  list  of  fixed  assets  used or  useful  in  connection  with
                  Transferor  and attached to Schedule  3.13; and (iv) unaudited
                  Income  Statement of Transferor  for the fiscal years ended on
                  December 31, 1994, 1995, 1996 and for the last 6 months.  Such
                  Financial  Statements  have been prepared on an accrual basis,
                  in conformance with generally accepted  accounting  principles
                  and practices  consistently  applied,  and present  fairly the
                  results  of the  operations  of  Transferor  for  the  periods
                  indicated thereon.


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<PAGE>

            (c)   Other than disclosed in the Financial Statements identified in
                  Section 3.1.3,  Transferor has no liabilities which are of the
                  kind and  character  required  to be  disclosed  in  financial
                  statements  prepared in  accordance  with  generally  accepted
                  accounting principles and which are incurred other than in the
                  ordinary  course  of  business,   whether  accrued,  absolute,
                  contingent or otherwise.

      3.1.4 Organization  and Good  Standing.  Transferor is duly qualified as a
            Florida  corporation and is in good standing in any  jurisdiction in
            which the  conduct of its  business or the  ownership  of its assets
            requires such qualification except where such  non-qualification has
            not had a material adverse effect on Transferor.

      Transferor has no subsidiaries.

      3.1.5 Authorization; Validity. The execution, delivery, and performance of
            this Agreement by Transferor has been duly and validly authorized by
            all requisite  corporate  action.  This  Agreement has been duly and
            validly  executed  and  delivered by  Transferor,  and is the legal,
            valid,  and  binding   obligation  of  Transferor,   enforceable  in
            accordance  with  its  terms,   except  as  limited  by  bankruptcy,
            insolvency,  moratorium,  reorganization,  and other laws of general
            application  affecting the  enforcement of creditors'  rights and by
            the availability of equitable remedies.

      3.1.6 Consents,  etc.  Other  than as set  forth  on  Schedule  3.1.5,  no
            approval,   consent,  waiver,  or  authorization  of  or  filing  or
            registration  with any  governmental  authority  or  third  party is
            required for the execution,  delivery,  or performance by Transferor
            of the transactions contemplated by this Agreement

      3.1.7 Violations.   The  execution,   delivery,  or  performance  of  this
            Agreement  does not and will not (i) with or  without  the giving of
            notice or the passage of time, or both, constitute a default, result
            in a  breach  of,  result  in the  termination,  of,  result  in the
            acceleration  of performance of, require any consent,  approval,  or
            waiver (other than those identified on Schedule 3.1.5), or result in
            the imposition of any lien or other encumbrance upon any property or
            assets  of  Transferor,   under  any  agreement,   lease,  or  other
            instrument  to which  Transferor  is a party or by which  any of the
            property or assets of Transferor  is bound;  (ii) violate any permit
            license,  or approval  required by  Transferor to own its Assets and
            operate its business;  (iii) violate any law, statute, or regulation
            or  any  judgment,   order,   ruling,   or  other  decision  of  any
            governmental  authority,  court, or arbitrator;  or (iv) violate any
            provision of Transferor's Articles of Incorporation or Bylaws.

3.2   Survival of Representations  and Warranties.  Each of the  representations
      and  warranties  in Section 3.1 and Section 4 shall be deemed  renewed and
      made again by Transferor  at  the Closing as if made as at that time,  and
      shall survive the Closing until the expiration of all  applicable  statute
      of limitation periods.


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<PAGE>

SECTION 4. Representations and Warranties of Transferee.

      As of the date hereof and as of the Closing  Date,  Transferee  represents
and warrants to Transferor the following:

4.1   Corporate Capacity.  Transferee is a for-profit corporation duly organized
      and validly  existing in good standing  under the laws of the State of New
      Jersey.  Transferee  has the  requisite  power and authority to enter into
      this  Agreement,  perform  its  obligations  hereunder  and to conduct its
      business as now being conducted.

4.2   Corporate   Powers;   Consents;    Absence   of   Conflicts   With   Other
      Agreements, Etc. The execution, delivery and performance of this Agreement
      by  Transferee  and all other  agreements  referenced  herein or ancillary
      hereto  to  which  Transferee  is a  party  and  the  consummation  of the
      transactions   contemplated   herein  by   Transferee:   (i)  are   within
      Transferee's  authority and powers,  are not in contravention of law or of
      the  terms of  Transferee's  Articles  of  Incorporation,  By-laws  or any
      amendments  thereto  and have  been  duly  authorized  by all  appropriate
      corporate  action;  (ii) do not  require  any  approval  or consent of, or
      filing with, any governmental  agency or authority bearing on the validity
      of this Agreement  which is required by law or the regulations of any such
      agency or  authority;  (iii) will neither  conflict with nor result in any
      material  breach or  contravention  of, or the creation of any lien under,
      any indenture,  agreement,  lease,  instrument or  understanding  to which
      Transferee  is a party or by which  Transferee  is  bound;  (iv)  will not
      violate any statue, law, rule or regulation of any governmental  authority
      to which Transferee may be subject; and (v) will not violate any judgment,
      order or decree of any court or governmental authority to which Transferee
      may be subject.

4.3   Binding  Agreement.  This  Agreement  and all  other  agreements  to which
      Transferee will become a party hereunder are and will constitute the valid
      and  legally  binding  obligations  of  Transferee  and  are  and  will be
      enforceable  against  Transferee in accordance  with the respective  terms
      hereof and thereof,  except as  enforceability  against  Transferee may be
      restricted,  limited  or delayed by  applicable  bankruptcy  or other laws
      affecting  creditors' rights generally and except as enforceability may be
      subject to general principles of equity.

4.4   Full Disclosure.  The  representations and warranties of Transferee herein
      do not and will not include  any untrue  statement  of a material  fact or
      omit to state any material fact necessary to make the statements  made and
      to be made not misleading.

4.5   Capitalization. The authorized equity securities of Transferee consists of
      40,000,000  shares of common  stock,  par value $.001 per share,  of which
      19,937,636  shares  are  issued  and  outstanding.  The  Shares  are  duly
      authorized  and validly issued and are fully paid and  non-assessable.  No
      person  holds  any  option  or  right  to  acquire  equity  securities  of
      Transferee.

4.6   Financial  Information.  As of December 28, 1996,  Transferee's  (i) total
      liabilities are $2,629,536.00,  (ii) cash balances are $434,779.00,  (iii)
      receivables arc $355,360.00 and


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<PAGE>

      inventory  (which is salable in the  ordinary  course of its  business) is
      $440,098.00,  which  amounts are  calculated  on a basis  consistent  with
      Transferee's audited financial statements.

4.7   No Material  Adverse Change.  Since the date of Transferee's  last audited
      balance sheet, which has been delivered to Transferor,  there has not been
      any  material  adverse  change in the  business,  operations,  properties,
      prospects,  assets, or condition of the Company, and no event has occurred
      or circumstance exists that may result in such a material change.

SECTION 5. Covenants of the Parties.

5.1   Except  as may  otherwise  be  consented  to or  approved  in  writing  by
      Transferee,  Transferor  agrees that from the date of this  Agreement  and
      until the Closing:

      5.1.l Conduct  Pending  Closing.  (i) The business of Transferor  shall be
            conducted  only  in  the  ordinary   course   consistent  with  past
            practices;  (ii) the  Transferor  shall not declare  any  dividends,
            enter into any mergers,  and shall not engage in any  borrowing,  or
            hiring of new personnel.

      5.1.2 Access to  Records.  Transferor  shall  provide  Transferee  and its
            representatives  access to all records of  Transferor  that they may
            reasonable   request  and  provide   access  to  the  properties  of
            Transferor.

      5.1.3 Solicitation.  Transferor agrees that it will not solicit, consider,
            or  negotiate   any  offers  to  acquire  the  share  or  assets  of
            Transferor,  or to provide any  information or to make available any
            management personnel to third parties for such purposes.

      5.1.4 Obligations  of Transferor to Its Creditors.  (i)  Transferor  shall
            furnish Transferee, upon execution of this Agreement, with a list of
            its  existing  creditors.  This list  shall be signed an sworn to or
            affirmed by  Transferor  and shall  contain  the names and  business
            addresses of all of Transferor's  creditors,  with the amounts, when
            known,  and the names of all persons who are known to  Transferor to
            assert claims against it, even though such claims are disputed; (ii)
            Transferor  shall pay all  undisputed  claims and settle or litigate
            all  disputed  claims  and  hold  Transferee  harmless  from  all of
            Transferee's creditors.

      5.1.5 Non-Competition  and  Non-Solicitation.  Transferor  and Owner shall
            enter into a  non-competition  agreement with Transferee in the form
            attached as Exhibit 2.

      5.1.6 Employment  Agreement.  Transferee  and Owner  shall  enter  into an
            Employment Agreement in the form attached as Exhibit 2.

      5.1.7 Enforcement  of  Agreements.  For a period  of  twelve  (12)  months
            following the Closing  Date,  Transferor  shall , upon  Transferee's
            request,  cooperate  with  Transferee to provide for  Transferee the
            benefits under any contract or agreement, including any


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<PAGE>

            agreement with employees, including, without limitation, enforcement
            of any and all rights against the other party or parties.

      5.1.8 Proration  of Taxes  and Other  Amounts.  All  applicable  taxes and
            rental payments under any contract, assumed by Transferee, and other
            expenses shall be prorated as of Closing.

      5.1.9 Employee Payments.  Transferor shall pay all employee  compensation,
            benefits,  vacations,  sick time,  and all other payments due to its
            employees for the period up to and including the Closing Date.

SECTION 6 Conditions Precedent to Obligations of Transferee.

6.1   Conditions  Precedent.  Unless,  at the  Closing,  each  of the  following
      conditions  is  either  satisfied  or  waived by  Transferee  in  writing,
      Transferee shall not be obligated to effect the transactions  contemplated
      by this Agreement:

      6.1.1.Representations  and Warranties.  The representations and warranties
            of Transferor in this  Agreement are true and correct at the date of
            this Agreement and shall be true and correct as of the Closing as if
            each were made again at that time.

      6.1.2.Performance  of  Covenants.  Transferor  shall  have  performed  and
            complied in all respects with the covenants and agreements  required
            by this Agreement.

      6.1.3.Items to be Delivered  at Closing.  Transferor  shall have  tendered
            for delivery to Transferee the following:

            (i)   Consents,  etc.  Consents  for each item  listed  on  Schedule
                  3.1.5.

            (ii)  Good  Standing  Certificate.  A  certificate  of  the  Florida
                  Department  of State,  dated  within ten days of the  Closing,
                  showing that Transferor is in good standing.

            (iii) Corporate  Action. A certified copy of the corporate action of
                  Transferor  authorizing  and approving  this Agreement and the
                  transactions contemplated by it.

            (iv)  Certificate  of Incumbency.  A certificate of incumbency  duly
                  executed by Transferor's Secretary or assistant Secretary.

            (v)   Transfer Documents. Deeds, bills of acquisition,  assignments,
                  consents to assignments, and other instruments of transfer and
                  consent   necessary  to  transfer  to   Transferee   good  and
                  marketable  title  in and to all  of the  Assets  and  Assumed
                  Contracts, free and clear of all liens, except as set forth in
                  this Agreement.

      6.1.4.Proceedings and Instruments Satisfactory. All proceedings, corporate
            or  other,  to  be  taken  in  connection   with  the   transactions
            contemplated by this Agreement, and all


                                       9
<PAGE>

            documents  incident  thereto,  shall  be  satisfactory  in form  and
            substance to Transferee  and  Transferee's  counsel,  whose approval
            shall not be unreasonable withheld.

      6.1.5.Certificate.  There shall be  delivered to  Transferee  an officer's
            certificate,  signed by  Transferor,  to the effect  that all of the
            representations  and  warranties  of  Transferor  set  forth in this
            Agreement  are true and complete in all material  respects as of the
            Closing  Date,  and that  Transferor  has  complied in all  material
            respects with its covenants and  agreements  required to be complied
            with by the Closing.

      6.1.6.No Adverse  Change.  There  shall not have been a  material  adverse
            change in the  financial  condition of  Transferor  or the Business,
            whether  or not  covered  by  insurance;  nor shall any  lawsuit  be
            pending that seeks to set aside the  Agreement  or the  transactions
            contemplated by it.

SECTION 7. Conditions Precedent to Obligations of Transferor.

7.1   Conditions  Precedent.  Unless,  at the  Closing,  each  of the  following
      conditions  is  either  satisfied  or  waived by  Transferor  in  writing,
      Transferor shall not be obligated to effect the transactions  contemplated
      by this Agreement.

      7.1.1.Representations  and Warranties.  The representations and warranties
            of Transferee in this  Agreement are true and correct at the date of
            this  Agreement  and as of the Closing as if each were made again at
            that time.

      7.1.2.Items to be Delivered  at Closing.  Transferee  shall have  tendered
            for delivery to Transferor the following:

            (i)   Good Standing  Certificate.  A  Certificate  of the New Jersey
                  Department  of  State  showing  that  Transferee  is  in  good
                  standing.

            (ii)  Corporate  Action. A certified copy of the corporate action of
                  Transferee  authorizing  and approving  this Agreement and the
                  transactions contemplated by it.

            (iii) Certificate  of Incumbency.  A certificate of incumbency  duly
                  executed by Transferee's Secretary or Assistant Secretary.

            (iv)  Stock  Certificate.   The  stock  certificate  required  under
                  Section 2.3 (v). 

      7.1.3.Performance  of  Covenants.   Transferee  shall  have  performed and
            complied  in  all   respects  with   the  covenants  and  agreements
            required by this Agreement.

SECTION 8. NOTICES.

      Any notice, request,  demand, or communication required or permitted to be
given to any provision of this Agreement shall be deemed to have been delivered,
given, and received for all purposes if written and (i) if delivered personally,
by facsimile, or by courier or delivery service, at the time of such delivery or
(ii) if directed by registered or certified United States mail,


                                       10
<PAGE>

postage and charges prepaid, addressed to the intended recipient, at the address
specified  below,  two business  days after such  delivery to the United  States
Postal Service.

      If to Transferee:                  Starlog Franchise Corporation
                                         945 Brighton Street
                                         Union, New Jersey 07083

                       With a copy to:          Noel K. Evans, Esq.
                                                Evans & Donica, P.A.
                                                201 E. Kennedy Blvd., Suite 1500
                                                Tampa, FL 33602

      If to Transferor:                  Goal Post Distributing Inc.
                                         13949-9 W. Hillsborough Ave.
                                         Tampa, FL 33634

      If to Owner:                       Kevin M. Vander Kelen
                                         13949-9 W. Hillsborough Ave.
                                         Tampa, FL 33634

                       With a copy to:          Philip M. Shasteen, Esq.
                                                100 N. Tampa Street, Suite 1800
                                                Tampa, FL 33602

Any party may change the  address  to which  notices  are to be mailed by giving
notice as provided herein to all other parties.

SECTION 9. MISCELLANEOUS.

9.1   Entire Agreement. This Agreement, the Exhibits, and the Schedules, contain
      all of the terms and conditions  agreed upon by the parties with reference
      to the subject  matter and  superseded  any and  all previous  agreements,
      representations,  and communications between the parties,  whether written
      or oral. This Agreement,  including its Exhibits and Schedules, may not be
      modified  or  changed  except by written  instrument  signed by all of the
      parties, or their respective successors or assigns.

9.2   Assignment.  This  Agreement  shall  not  be  assigned  or  assignable  by
      Transferor or Transferee  without the express written consent of the other
      party.  This  Agreement  shall inure to the benefit of and be binding upon
      the parties and their respective successors and assigns.

9.3   Captions. All section, schedule, and exhibit headings are inserted for the
      convenience  of the  parties  and shall not he used in any way to  modify,
      limit, construe, or otherwise affect this Agreement.


                                       11
<PAGE>

9.4   Counterparts; Facsimile  Signatures.  This  Agreement  may be  executed in
      several counterparts,  each of which shall be deemed to be an original and
      which together shall  constitute  one and the same  instrument.  Facsimile
      signatures shall be of the same legal effect as if signed originally.

9.5   Waiver.  Each of the  parties  may,  by written  notice to the other,  (i)
      extend the time for the  performance  of any of the  obligations  or other
      actions  of  the  other  party;   (ii)  waive  any   inaccuracies  in  the
      representations  or  warranties  of the  other  party  contained  in  this
      Agreement or in any document delivered  pursuant to this Agreement;  (iii)
      waive compliance with any of the covenants of the other party contained in
      this Agreement; or (iv) waive, in whole or in part,  performance of any of
      the  obligations  of the other  party.  No action  taken  pursuant to this
      Agreement,  including, but not limited to, the consummation of the Closing
      or any knowledge of or investigation  by or on behalf of any party,  shall
      be  deemed  to  constitute  a waiver  by the  party  taking  such  action,
      possessing such knowledge,  or performing such investigation or compliance
      with the representations,  warranties, covenants, and agreements contained
      herein.  The  waiver  by any party of a breach  of any  provision  of this
      Agreement  shall not operate or be construed as a waiver of any subsequent
      or similar breach.

9.6   Controlling Law. This Agreement has been entered into the State of Florida
      and shall be governed by and construed and enforced in accordance with the
      laws of Florida.

9.7   Gender. Whenever in this Agreement the context so requires,  references to
      the  masculine  shall be deemed to include  the  feminine  and the neuter,
      references  to the neuter shall be deemed to include the masculine and the
      feminine,  and  references  to the plural  shall be deemed to include  the
      singular and the singular to include the plural.

9.8   Further  Assurances.  Each of the parties shall use all reasonable efforts
      to bring about the transactions  contemplated by this Agreement as soon as
      practicable,  including  the  execution  and delivery of all  instruments,
      assignments,  and  assurances,  and shall  take or cause to be taken  such
      reasonable  further or other  actions  necessary  or desirable in order to
      carry out the intent and purposes of this Agreement.

9.9   Attorneys' Fees. In the event a lawsuit is brought to enforce or interpret
      any part of this  Agreement or the rights or  obligations  of any party to
      this  Agreement,  the  prevailing  party shall be entitled to recover such
      party's costs of suit and reasonable attorney's fees, through all appeals.

9.10  References to Agreement.  The words "hereof," "herein,"  "hereunder,"  and
      other  similar  compounds  of the word "here"  shall mean and refer to the
      entire Agreement and not to any particular  section,  article,  provision,
      annex, exhibit, schedule, or paragraph unless so required by the context.

9.11  Schedule and Exhibits.  Schedules and Exhibits to this  Agreement (and any
      references to any part or parts of them) shall, in each instance,  include
      the Schedules or Exhibits (as the case may be) attached  hereto as well as
      any amendments thereto (in each such case). All


                                       12
<PAGE>

      such  Schedules  and Exhibits  shall be deemed an integral part hereof and
      are incorporated herein by reference.

9.12  Venue.  Any  litigation  arising  hereunder  shall be  instituted  only in
      Hillsborough   County,   Florida,  the  place  where  this  Agreement  was
      executed.  All parties agree that venue shall be proper in that county for
      all such legal or equitable proceedings.

9.13  Severability.   Each  section,  subsection  and  lesser  section  of  this
      Agreement  constitutes  a separate  and  distinct  undertaking,  covenant,
      and/or provision.  In the event that any provision of this Agreement shall
      finally be  determined  to be  unlawful,  such  provision  shall be deemed
      severed from this  Agreement,  but every other provision of this Agreement
      shall remain in full force and effect.

9.14  Rights  in Third  Parties.  Except  as  otherwise  specifically  provided,
      nothing  expressed or implied in this  Agreement is intended,  or shall be
      construed, to confer upon or give any person, firm, or corporation,  other
      than the parties and their respective  stockholders or  shareholders,  any
      rights or remedies under or by reason of this Agreement.

9.15  Expenses.  Each party shall pay its own  expenses in  connection  with the
      negotiation  and  consummation  of the  transactions  contemplated by this
      Agreement.

      IN WITNESS  WHEREOF,  then parties have executed this  Agreement as of the
date first written above.

                                        Starlog Franchise Corporation
                                           a New Jersey corporation
                                        
                                        
/s/ Jordan Hembrough                    By: /s/ Jack Fitzgerald
----------------------------                ------------------------------------
Witness                                         Jack Fitzgerald, President

                                        Goal Post Distributing Inc.
                                           a Florida corporation

/s/ Kevin M. Vander Kelen               By: /s/ Kevin M. Vander Kelen
----------------------------                ------------------------------------
Witness                                         Kevin M. Vander Kelen, President

/s/ Kevin M. Vander Kelen               By: /s/ Kevin M. Vander Kelen
----------------------------                ------------------------------------
Witness                                         Kevin M. Vander Kelen, Owner


                                       13
<PAGE>

                                 SCHEDULE 3.1.5

Approval of the sole  shareholder of Transferor as reflected in the Joint Action
by Written Consent of the Sole Shareholder of Transferor dated July 2, 1997.

Approval of Transferor's landlord.


<PAGE>

                        BILL OF ACQUISITION AND AGREEMENT

      For  valuable  consideration,  GOAL  POST  DISTRIBUTING,  INC.,  a Florida
corporation  ("Transferor") by this instrument does grant, assign, transfer, set
over and convey to STARLOG FRANCHISE  CORPORATION  ("Transferee"),  a New Jersey
corporation,  all of  Transferee's  right,  title and interest in the  following
personal property:

      All of  Transferor's  assets,  real,  personal  and  mixed,  tangible  and
intangible,  employed  in  the  operations  of  Transferor,  including,  without
limitation,  the following items (collectively,  the "Assets") but excluding the
items listed below:  (i) all  equipment,  vehicles,  furniture and  furnishings,
including,   without   limitation,   those  taken  into   consideration  in  any
depreciation  schedule of  Transferor;  (ii) any and all recorded or  unrecorded
leasehold interests to the real property location(s) used in connection with the
business together with all improvements and fixtures located thereon or therein;
(iii) all usable supplies, forms, brochures, and inventory;  (iv) any intangible
assets,  goodwill,  and  intellectual  property,  including  any service  and/or
trademarks  or names and  logos  (including  specifically  the name  "Goal  Post
Distributing,  Inc.");  (v)  copies  of all  employment  applications  and other
personnel records of key employees as selected by Transferee; (vi) all interests
in  commitments,  contracts,  leases,  and agreements  relating to  Transferor's
business and Assets; (vii) all files, lists and records relating to all clients,
customers, accounts, prospects and referral sources of Transferor; (viii) rights
to telephone and fax numbers used by Transferor;  (ix) all computers, other data
processing equipment,  and related software;  and (x) all prepaid expenses,  and
miscellaneous deposits of Transferor.

      The  Assets  shall not  include  and  Transferee  shall not  acquire  from
Transferor cash and cash equivalents of the Transferor.

      This transaction  intended  to qualify  as a  reorganization  pursuant  to
Section  368(a)(1)(C)  of the  Internal  Revenue  Code of 1986,  as amended (the
"Acquisition").

      IN WITNESS WHEREOF,  the Transferor has executed this instrument as of the
29th day of June, 1997.

                                       GOAL POST DISTRIBUTING, INC.    
                                       a Florida corporation
                                            
                                       By: /s/ Kevin M. Vander Kelen
                                            ------------------------------------
                                            Kevin M. Vander Kelen, President

<PAGE>

FIRST ADDENDUM TO PURCHASE OF CORPORATION  THROUGH STOCK PURCHASES AND SIGNATURE
PAGE OF NICK TRICARICO

1. Nick Tricarico  warrants and represents that he is the owner,  free and clear
of all liens, pledges and encumbrances,  of 100 shares of KCK Corporation stock.
Nick Tricarico makes no further representations or warranties with regard to his
stock or KCK  Corporation  in connection  with the sale of such stock to Starlog
Franchise Corporation.

2. Nick  Tricarico  will receive from Starlog in exchange for his stock  Starlog
stock warrants as follows:

      a.    50,000  warrants  at  $0.50  per  share  to be  exercised  prior  to
            September 30, 1999; and

      b.    50,000  warrants at $0.25 per share if exercised  prior to September
            30, 1998; or at 

            $0.40 per share is exercised  prior to September 30, 1999.

3. Thomas W. Gray will receive from Starlog the following warrants:

      a.    50,000  warrants  at  $0.50  per  share  to be  exercised  prior  to
            September 30, 1999; and

      b.    150,000  warrants at $0.25 per share if exercised prior to September
            30, 1998; or at 

            $0.40 per share is exercised  prior to September 30, 1999.

In Witness Whereof, this First Addendum is executed as of October 1, 1997.

                                              /s/ Nick Tricarico             
                                              ----------------------------------
                                              NICK TRICARICO
                                              
                                              /s/ Thomas W. Gray
                                              ----------------------------------
                                              THOMAS W. GRAY
                                              
                                              STARLOG FRANCHISE CORPORATION
                                              
                                              /s/ Jack Fitzgerald
                                              ----------------------------------
                                              BY: AUTHORIZED OFFICER