AGREEMENT OF ASSET ACQUISITION

         This Agreement of Asset  Acquisition (the  "Agreement")  dated November
24,  1998,  by and  between  Candy  Candy  Acquisition  Corporation,  a New York
corporation with its principal offices located at c/o Michael Michaelson, 135 E.
71st Street. Apt. 3A, New York, NY 10021,, ("Buyer") and Jonford Corporation,  a
North Carolina  corporation with its principal  offices located at 380 Knollwood
Street, Suite 410, Winton-Salem, NC 27103 ("Seller")

                                    RECITALS

         WHEREAS,  Buyer desires to acquire certain of the assets of Seller, all
as more particularly set forth herein (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 CERTAIN ASSETS OF SELLER.

      1.1  Acquisition  of Assets.  Subject to the terms and  conditions of this
Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer,
and  Buyer  agrees to accept  the  transfer  all of  Seller's  right,  title and
interest in its assets,  real,  personal  and mixed,  tangible  and  intangible,
employed  in the  operations  of  Seller,  including,  without  limitation,  the
following   items  but   excluding   the  items  listed  in  Section  1.2  below
(collectively, the "Transferred Assets"):

(a)      the  leases  (the  "Leases")  granting  Seller  a  leasehold  interests
         relating to each of the eight retail candy stores further  described in
         EXHIBIT 1.1(a) hereto (the "Stores") used in connection with the retail
         candy business of Seller (the "Business");

(b)      all improvements and fixtures located at the Stores;

(c)      all equipment,  furniture and  furnishings  located at the Stores which
         equipment furniture and fixtures is set forth in EXHIBIT 1.1(c) hereto,
         including,  without  limitation,  those taken into consideration in any
         depreciation schedule of Seller;

(d)      all supplies, forms, and inventory located at the Stores;

(e)      any intangible assets,  goodwill, and intellectual property,  including
         any service and/or trademark or names and logos (excluding specifically
         the name "Jonford") used in connection with the Stores,  including that
         intellectual property set for in EXHIBIT 1.1(e) hereto;

(f)      copies of all employment  applications  and other personnel  records of
         employees  as  selected by Buyer;


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<PAGE>

(g)      all  interests  in  commitments,   contracts,  leases,  and  agreements
         relating to the Business and the Transferred Assets, a list of which is
         attached hereto as EXHIBIT 1.1(g);

(h)      all files, lists, and records relating to the Business or the Stores;

(i)      rights to  telephone  and fax numbers used by Seller at the Stores;

(j)      all computers,  other data processing  equipment,  and related software
         located at the Stores; and

(k)      all prepaid expenses,  and miscellaneous deposits of Seller relating to
         the Stores.

Seller shall convey good and marketable title to the Transferred  Assets and all
parts thereof to Buyer free 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 Transferred Assets shall not include and Buyer
shall not acquire from Seller the following items ("Excluded Assets"):  cash and
cash equivalents or Accounts receivable.

         1.3 Excluded  Liabilities.  Except for the leases for the Stores, Buyer
shall not be  obligated  to pay or assume,  and none of the  Transferred  Assets
shall be or become liable for or subject to, any liability of Seller, 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  Seller;  (ii)  federal,   state  or  local  tax  liabilities  or
liabilities of Seller  relating to the operations of Seller 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 Seller  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, as amended,  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  Seller or the
Transferred Assets which occurred prior to Closing,  including,  but not limited
to any  breach  by  Seller  at any time of any  contract  or  commitment,  trade
payables relating to Transferred  Assets or otherwise,  or obligations under any
of the leases for any of the Stores to the extent  accruing prior to December 1,
1998.

         1.4  Transfer Price.

         (a)  The total transfer price (including  interest) payable by Buyer to
              Seller for the Transferred  Assets  ("Transfer  Price"),  shall be
              Five Hundred and Forty-Nine Thousand Dollars ($549,000) payable as
              follows:  (i)  $225,000  payable  in cash at  closing  and (ii) 12
              quarterly payments of principal and interest equal to $27,000 each
              payable  on the last day of each  three  month  period  commencing
              February 28, 1999,  which shall be evidenced by a promissory  note
              in the form of EXHIBIT 1.4(a) (the


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<PAGE>

              "Note").  The Note will  provide  that it is secured by a security
              interest  in  Transferred  Assets  as  provided  in  the  language
              relating thereto in Exhibit 1.4(a)

         (b)  In addition to the purchase price, on or before the "Closing Date"
              as provided  below,  Buyer will pay Seller for that portion of the
              rent paid for the Stores for that portion of the month of November
              starting  from and  following  the  "Effective  Date" as  provided
              below.  EXHIBIT  1.4(b)  hereto  is a  calculation  of the  amount
              payable under this ss.1.4(b) assuming that the "Effective Date" is
              November 25, 1998.

         (c)  Notwithstanding  the  foregoing,  if, despite  Buyer's  efforts as
              provided  in  ss.5.2  below,  the  Landlord  of any of the  Stores
              refuses to approve the  assignment  of the Lease  thereof to Buyer
              and if Buyer  does not enter  into a new lease  with the  Landlord
              within one year following the closing,  then, at Seller's  option,
              either (i) take the action  provided in  ss.5.2(a)(i)and  (ii); or
              (ii)  Seller  will  enter  into  an   agreement  as  described  in
              ss.5.2(b)..  In the event  that  Buyer  causes  any store to close
              during the term of its current lease,  Buyer will indemnify Seller
              from any expenses incurred to landlord with respect to such lease.

         (d)  Buyer may offset the amount payable in 1.4(a) by amounts due under
              1.4(c), amounts owed Buyer under the Management Agreement provided
              in ss.1.5 or other amounts owed to Buyer by Seller.

         1.5  Management Agreement.

         (a)  Simultaneously  with the execution of this Agreement,  the parties
              shall enter into a Management Agreement in the form annexed hereto
              as EXHIBIT  1.5(a)  pursuant to which Buyer  shall  supervise  the
              construction  of and manage the  operation  of  Seller's  store in
              Grand Central Station (the "Grand Central Store").

         1.6  Instruments  of Conveyance  and Transfer.  At the Closing,  Seller
shall deliver to Buyer such bills of acquisition, endorsements, assignments, and
other good and sufficient  instruments of transfer,  conveyance,  and assignment
satisfactory  to Buyer  and its  counsel  as shall be  effective  to vest in and
warrant to Buyer good and marketable title to the Transferred  Assets,  free and
clear of all mortgages,  security agreements,  pledges,  charges, claims, liens,
and encumbrances except for those provided in the Security Agreement provided in
ss.1.4(b). Simultaneously with such delivery, Seller shall take all steps as may
be  required  to put Buyer in actual  possession  and  operating  control of the
Transferred Assets and the Business. Seller shall use its best efforts to obtain
assignments to Buyer of the leases for the Stores.

         1.7. Further Assurances.  Seller shall from time to time at the request
of Buyer and without further consideration, execute and deliver such instruments
of transfer,  conveyance, and assignment in addition to those delivered pursuant
to ss.1.6 and take such  other  action as Buyer may  reasonably  request to more
effectively  transfer,  convey and assign to and vest in Buyer, and to put Buyer
in possession  of, all or any portion of the  Transferred  Assets.  In the event
that any consent is required to transfer  any  contracts  to be assumed by Buyer
has not been  received by the  Closing,  and Buyer  waives such  nonreceipt  and
proceeds to Closing,  Seller shall be obligated


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<PAGE>

without  further  consideration  to use its best efforts to secure for the Buyer
the benefits of such contracts.

                                   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 December
3, 1998,  at the officers of Share & Blejec,  P.C.,  317 Madison  Avenue,  Suite
1421,  New York,  NY 10017,  or at such other time,  date,  and/or  place as the
parties may mutually  agree or such later date as shall be deemed to be at least
10 days following  compliance with Article 6 of the New York Uniform  Commercial
Code. The date on which the Closing occurs is referred to as the "Closing Date."
On a date prior to the Closing Date, (the "Effective  Date") Buyer shall deliver
to Seller's  attorney to hold in escrow  until the Closing date the cash payment
and Note  (dated the  Effective  Date) as well as fully  executed  copies of all
other  documents  and  certificates  to be provided to Seller at the Closing and
Seller  will  deliver to Buyer  fully  executed  copies of those  documents  and
certificates to be delivered at the Closing. The parties, by mutual consent, may
designate documents or certificates which need not be delivered on or before the
Effective Date.

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

           (a)    Assignments   executed  by  Seller   assigning  to  Buyer  the
                  leasehold title to each Store, and evidencing the
                  requests for consents to the respective landlords thereto;

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

           (c)    Copy of resolutions duly adopted by the board of directors and
                  the shareholders of Seller  authorizing and approving Seller'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 Seller;

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

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

           (f)    Certificate  of existence and good standing of Seller from the
                  State of North Carolina,  dated the most recent practical date
                  prior to Closing; and


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<PAGE>

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

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

           (a)       Copy of the  resolutions  duly  adopted  by  the  board  of
                  directors   of  Buyer,   authorizing   and  approving  Buyer'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
                  Buyer;

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

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

           (d)       The Note.

           (e)       Certificate  of Good  Standing  of Buyer from the State of
                  New York.

         2.4 Effective Date. From the Effective Date, through the Closing, Buyer
may manage the Stores for the Buyer's own benefit,  provided that Buyer shall be
responsible for any risk of loss to any Store during such interim (provided that
any insurance  proceeds  relating to any such loss shall be deemed to be part of
the Transferred Assets) and provided further that no casualty or any other event
shall  justify the Buyer in refusing  to close the  transaction  and release the
escrowed  funds and documents  upon the passage of time necessary to comply with
Article 6 of the New York Uniform  Commercial  Code.  During such interim Seller
shall retain title to (and possession of) the Transferred Assets.

                                   SECTION 3.

                    REPRESENTATIONS AND WARRANTIES OF SELLER.

         3.1 Seller's  Representations  and  Warranties.  Seller  represent  and
warrant to Buyer as follows:


         (a) Ownership. Edward Crawford ("Crawford") is the legal and beneficial
             owner of no less that  seventy-five  percent  (75%) the  issued and
             outstanding voting securities of Seller.

         (b) Leases for the Store.  EXHIBIT  1.1(a)  hereto  contains a true and
             complete list of each lease and each amendment  thereto for each of
             the Stores.  Seller has delivered to buyer a true and complete copy
             of each such lease and amendment  certified to be true and complete
             by the Owner.  Seller has paid all rent due for all leased premises
             for the month of November 1998.  Attached hereto as part of EXHIBIT
             1.1(a) is a


                                      -5-
<PAGE>

             schedule  showing the actual rent paid for each of the eight Stores
             for the one year period  ended  September  27,  1998.  There are no
             defaults  or breaches  of any of the leases or  amendments  thereto
             listed in Exhibit 1.1(a) by either Seller or to Seller's knowledge,
             by any  Landlord,  nor any  circumstance  which  with the giving of
             notice or the passage of time, or both,  would constitute a default
             or breach  of any such  lease or  result  in the  termination,  of,
             result in the acceleration of performance of any of such leases.

         (c) Employees  Attached  as EXHIBIT  3.1(c) is a schedule  listing  the
             names and  compensation  of each employee of Seller involved in the
             direct  operation of any Store (but not including any accounting or
             management  personnel  used to oversee the operations of the Stores
             in general). All of Seller's employees listed in Exhibit 3.1(c) are
             employed at will.  Seller has no pension,  health or other employee
             benefit plan in effect other than as described  and  identified  in
             Exhibit  3.1(c)  nor  are  any of such  employees  entitled  to any
             accrued  vacation  pay or  any  other  fringe  benefits  except  as
             described in Exhibit 3.1(c).

         (d) Transferred  Assets.  The Transferred  Assets are all the assets of
             Seller  used or  reasonably  needed to  operate  the  eight  Stores
             comprising the transferred Business.  All of the Transferred Assets
             are owned by Seller,  free and clear of all liens and encumbrances,
             except for (i)  potential  claims  with  respect to the  trademarks
             included as part of the Transferred  Assets as described in EXHIBIT
             1.1(e) and  except for (ii) the  existing  Security  Agreement  and
             uniform  commercial code financing  statement  granted by Seller to
             Atlantic Venture Company,  Inc. a Virginia  corporation  ("Atlantic
             Venture").  Atlantic  Venture  has  agreed to enter into a Security
             Subordination   Agreement  in  the  form  of  EXHIBIT  3.1(d)  (the
             "Security  Subordination  Agreement")  whereby Atlantic consents to
             the  transaction  provided  in this  Agreement  and agrees that its
             security interest in the Transferred  Assets will be subordinate to
             Buyer's title therein,  provided that such security  interest shall
             remain in effect  to the  extent  that  Seller  has  rights in such
             Transferred  Assets  pursuant  to the terms of  Security  Agreement
             provided inss.1.4(b)  Therefore,  taking the Security Subordination
             Agreement into effect,  when the transfer of the Transferred Assets
             to Buyer at the Closing will vest complete and  unencumbered  title
             in the  Transferred  Assets to Buyer,  subject only to the Security
             Agreement provided in ss.1.4(b).

         (e) Organization and Good Standing. Seller is duly qualified as a North
             Carolina 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 Seller.

         (f) Subsidiaries. Seller has no subsidiaries.

         (g) Authorization;  Validity. The execution,  delivery, and performance
             of this Agreement by Seller has been duly and validly authorized by
             all requisite  corporate  action.  This Agreement has been duly and
             validly executed and delivered by Seller, and is the legal,  valid,
             and binding  obligation of Seller,  enforceable in accordance  with
             its terms, except as limited by bankruptcy, insolvency, moratorium,
             reorganization, and


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<PAGE>

             other laws of general  application  affecting  the  enforcement  of
             creditor's rights and by the availability of equitable remedies.

         (h) Consents,  etc.  Other  than as set forth on  EXHIBIT  3.1.(h),  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 Seller of
             the transactions contemplated by this Agreement.

         (i) 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 EXHIBIT  3.1(i)),  or result
             in the  imposition  of any  lien  or  other  encumbrance  upon  any
             property or assets of Seller, under any agreement,  lease, or other
             instrument  to  which  Seller  is a party  or by  which  any of the
             property  or assets of Seller is bound;  (ii)  violate  any  permit
             license,  or  approval  required  by Seller to own the  Transferred
             Assets and operate the 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 Seller's Articles of Incorporation or Bylaws.

         (j) Bulk Sales Information. Attached hereto as Exhibit 3.1(j) is a list
             of existing  creditors,  providing  all of the  information  and in
             compliance  with the provisions of ss.6-104 of the New York Uniform
             Commercial  Code.  Buyer  shall  be  entitled  to send  the  notice
             provided  in  ss.6-107  to  all  such  creditors  and  Seller  will
             cooperate with his Buyer doing so.

         3.2  Survival  of   Representations   and   Warranties.   Each  of  the
representations  and  warranties  in Section 3 shall be deemed  renewed and made
again by Seller 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.

                                    SECTION 4
                    REPRESENTATIONS AND WARRANTIES OF BUYER.

         4.1 Buyer's  Representations and Warranties.  As of the date hereof and
as of the Closing Date,  Buyer  represents and warrants to Seller the following:


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

         (b) Corporate  Powers;  Consents;   Absence  of  Conflicts  With  Other
             Agreements,  Etc. The execution,  delivery and  performance of this
             Agreement by Buyer and all other  agreements  referenced  herein or
             ancillary  hereto to which  Buyer is to be a party:  (i) are within
             Buyer's authority and powers, are not in contravention of law or of
             the


                                      -7-
<PAGE>

             terms of  Buyer's  Certificate  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 Buyer is a party or by
             which Buyer is bound; (iv) will not violate any statute,  law, rule
             or regulation of any  governmental  authority to which Buyer may be
             subject; and (v) will not violate any judgment,  order or decree of
             any court or governmental authority to which Buyer may be subject.

         (c) Binding Agreement. This Agreement and all other agreements to which
             Buyer will become a party  hereunder  are and will  constitute  the
             valid and legally binding  obligations of Buyer and are and will be
             enforceable  against Buyer in accordance with the respective  terms
             hereof and thereof,  except as enforceability  against Buyer 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.

         (d) Full Disclosure. The representations and warranties of Buyer 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.

         (e) Note. The Note is duly authorized and validly issued and represents
             a binding  obligation of Buyer  enforceable in accordance  with its
             terms.

         4.2  Survival  of   Representations   and   Warranties.   Each  of  the
representations  and  warranties  in Section 4 shall be deemed  renewed and made
again by Buyer 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.

                                    SECTION 5

                            COVENANTS OF THE PARTIES.

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


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

         (b) Access   to   Records.   Seller   shall   provide   Buyer  and  its
             representatives  access  to all  records  of  Seller  that they may
             reasonably request and provide access to the properties of Seller.


                                      -8-
<PAGE>

         (c) Solicitation.  Seller agrees that it will not solicit, consider, or
             negotiate any offers to acquire the shares or assets of Seller,  or
             to provide any  information  or to make  available  any  management
             personnel to third parties for such purposes.

         (d) Enforcement  of  Agreements.  For a period  of twelve  (12)  months
             following the Closing Date,  Seller  shall,  upon Buyer's  request,
             cooperate  with Buyer to provide for Buyer the  benefits  under any
             contract or  agreement,  including any  agreement  with  employees,
             including,  without  limitation,  enforcement of any and all rights
             against the other party or parties.

         (e) Employee Payments; Terminations and Rehirings. Seller 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. Buyer shall, prior to or at the Closing
             Date,  notify  Seller of which of the  employees  listed on Exhibit
             3.1(c) Buyer wishes to employ.  Seller shall,  effective at Closing
             terminate all such employees so that they may accept  employment by
             Buyer.

         5.2 After  Closing  Regarding  Assignment  of Leases After the Closing,
Buyer will use reasonable efforts to obtain the consent by each landlord thereof
to the assignment of the leases provided in ss.1.1(a) above, provided that Buyer
may (but  shall not be  required  to)  instead  enter  into a new lease with the
Landlord.  If the Landlord  refuses such assignment and Buyer does not negotiate
and enter a new lease for any Store, then: at Seller's option, either

         (a)(i) the purchase  price  provided in ss.1.4(a)  shall be adjusted as
         provided in EXHIBIT 5.2(a) above; and (ii) Buyer shall transfer back to
         Seller all of the Transferred Assets relating to such Store, including,
         but not limited to  inventory  similar in value to that in the Store in
         question as indicated on EXHIBT 5.2; or

         (b) Seller will enter into any agreement  providing for Buyer to manage
         the Stores on Seller's  behalf,  but under economic terms whereby Buyer
         will obtain the same economic benefit, and have the same economic risks
         (including,  but not  limited  to Buyer,  paying  rent and other  store
         expenses), as if it owned the store in question.

         5.3 After  Closing  Indemnification.  Seller  will  indemnify  Buyer or
Buyers successor in interest from any claim from any creditor of Seller relating
to Buyer purchasing the Transferred  Assets,  except for a claim from a landlord
under any lease for the Stores  relating to the period after the effective  date
of the Closing.

                                    SECTION 6

                  CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.

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

     (a) Representations  and Warranties.  The representations and warranties of
         Seller  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.


                                      -9-
<PAGE>

     (b) Performance  of Covenants.  Seller shall have performed and complied in
         all  respects  with  the  covenants  and  agreements  required  by this
         Agreement.

     (c) Items to be Delivered at Closing. Seller shall tendered for delivery to
         Buyer the following:

         (i) Consents, etc.  Consents for each item listed on Schedule 3.1(h).

  (h)    Good Standing  Certificate.  A good standing certificate from Seller in
         North Carolina.

  (i)    Corporate  Action.  A certified copy of the corporate  action of Seller
         authorizing and approving this

         Agreement and the transactions contemplated by it.

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

            (i)   Management  Agreement Seller shall have executed and delivered
                  the Management Agreement in substantially the form provided in
                  Exhibit 1.5.

           (ii)   Security Subordination  Agreement.  Atlantic, and Seller shall
                  have executed the Security Subordination Agreement in the form
                  provided in 3.1(d); and

          (iii)   Crawford  Certificate.  Crawford  shall  have  entered  into a
                  certificate satisfactory to counsel for Buyer, certifying that
                  the  representations  and  warranties  of Seller  are true and
                  correct.

  (k)    Proceedings and Instruments Satisfactory. All proceedings, corporate or
         other, to be taken in connection with the transactions  contemplated by
         this  Agreement,   and  all  documents   incident  thereto,   shall  be
         satisfactory in form and substance to Buyer and Buyer's counsel,  whose
         approval shall not be unreasonably withheld.

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

                                    SECTION 7

                 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

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


                                      -10-
<PAGE>
     (a) Representations  and Warranties.  The representations and warranties of
         Buyer  in this  Agreement  are  true  and  correct  at the date of this
         Agreement  and as of the  Closing  as if each were  make  again at that
         time.

     (b) Performance  of Covenants.  Buyer shall have  performed and complied in
         all  respects  with  the  covenants  and  agreements  required  by this
         Agreement.

     (c) Items to be  Delivered  at  Closing.  Buyer  shall  have  tendered  for
         delivery to Seller the following:

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

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

          (iii)   Cash  Payment,  Note,  Security  Agreement.  Buyer  shall have
                  delivered  the payment and the executed  Note  provided in ss.
                  1.4(a)  and the an  executed  copy of the  Security  Agreement
                  provided in  ss.1.1(b)  along with such signed  forms UCC-1 as
                  Seller's counsel shall reasonably request.

          (iv)    Management Agreement.  Buyer shall have executed and delivered
                  the Management Agreement in substantially the form provided in
                  Exhibit 1.5.

          (v)     Security  Subordination  Agreement.  Buyer shall have executed
                  and delived the Security Subordination Agreement

     (d) Proceedings and Instruments Satisfactory. All proceedings, corporate or
         other, to be taken in connection with the transactions  contemplated by
         this  Agreement,   and  all  documents   incident  thereto,   shall  be
         satisfactory  in form and  substance  to Seller and  Seller's  counsel,
         whose approval shall not be unreasonably withheld.

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

                                   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,
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.


                                      -11-
<PAGE>

         If to Buyer at the address first provided above with a copy to:

                                Paul A Share, Esq.
                                317 Madison Ave.-Suite 1421
                                New York, NY  10017

         If to Seller at the address first provided above with a copy to:

                                Norman L. Sloan, Esq.
                                Horton, Sloan & Gerber, PLLC
                                328 North Spring Street
                                Winston-Salem, North Carolina  27101

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 supersede 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
Seller or Buyer without the express written  consent of the other party,  except
that, as provided in the Note,  Seller may assign the Note and related  security
interest.  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 be used in any way to modify,
limit, construe, or otherwise affect this Agreement.

         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 other
covenants of the other party contained in this Agreement; or (v) 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


                                      -12-
<PAGE>

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
New York and shall be governed by and construed and enforced in accordance  with
the laws of New York.

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

         9.12  Arbitration.  Any dispute  relating to this Agreement or the Note
shall be subject to binding arbitration in New York City, such arbitration to be
conducted by the American Arbitration  Association ("AAA") pursuant to the AAA's
rules as in effect at that time All parties  agree that the AAA in New York City
(and nowhere else) shall be the proper venue for all such disputes.

         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


                                      -13-
<PAGE>

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,  form, or  corporation,  other
than the parties  hereto and their  assigns,  any rights or remedies under or be
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.


                                      -14-
<PAGE>


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

                                       Candy Candy Acquisition Corporation
                                               a New York corporation

                                       By:       /s/ Michael Michaelson
---------------------------                ------------------------------------
Witness                                       Michael Michaelson, President

                                       Jonford Corporation
                                               a North Carolina corporation

___________________________            By:      /s/ Edward K Crawford
                                           -----------------------------------
Witness                                       Edward K. Crawford, President



                                      -15-
<PAGE>



                                LIST OF EXHIBITS

EXHIBIT NUMBER.                           DESCRIPTION

1.1(a)            Description  of the Eight  Stores,  and  information  provided
                  in ss.3.1(b) (annual  rental  for each  Store  for year  ended
                  September 27, 1998

1.1(c)            Schedule of equipment  furniture  and fixtures  located at the
                  Stores

1.1(e)            Description of intellectual property being transferred

1.1(g)            List of all commitments,  contracts,  leases (other than those
                  provided in ss.1.1(a)) and agreements relating to the Business
                  and the Transferred Assets.

1.4(a)            Form of the Note and Security Agreement

1.4(b)            Calculation   of  Proration  of  Rent  Assuming   November  25
                  Effective Date

3.1(c)            List of Employees  and all pension,  health or other  employee
                  benefit plans or fringe benefits

3.1(d)            Form of Security Subordination Agreement

3.1(h)            List of Required Consents

3.1(I)            Violations

3.1(j)            List of Creditors

5.2(a)            Schedule of Amount of Reduction of Purchase  Price if Landlord
                  for each Store  refused to  Agreement  to  Assignment  and the
                  Buyer does not enter a new lease




                                      -16-
<PAGE>




                                 EXHIBIT 1.1(E)
             DESCRIPTION OF INTELLECTUAL PROPERTY BEING TRANSFERRED

         Included  in the  Transferred  Assets is all  right  and title  held by
Jonford in the  Trademarks/Service  Marks: "Candy Candy" and "Candico".  Jonford
obtained the right to use these names in connection  with the Stores at the time
of acquisition of the Stores from Specialty Retail Concepts, Inc. ("Specialty"),
Jonford  believes that Specialty had filed for these  trademarks with the United
States  Patent  Office.  However  Specialty is no longer in business and Jonford
believes  that these  filings have  expired.  Jonford has not received any claim
that its use of the "Candy Candy" or "Candico" trademarks violates the rights of
any third party,  but given the foregoing  history,  cannot represent or warrant
that there might not be such a violation.  The trademark "Park Avenue Sweets" is
currently being used at the -Hamilton  Place,  Tennessee Mall and is intended to
be used at the GCS Store. Jonford grants Buyer a non-exclusive perpetual license
to use such mark with  respect to the  Hamilton  Place Store or any  replacement
store located  within 50 miles thereof,  but retains  ownership of such mark and
the right to use it for all purposes.



                                      -17-
<PAGE>



                                     1.1(g)

         None, other than the agreements for use of cash registers in the Stores
as follows:

                   [LIST CASH REGISTER AGREEMENTS]

















                                      -18-
<PAGE>



                                     3.1(d)
                         FORM OF SUBORDINATION AGREEMENT

                                [TO BE PROVIDED]












                                      -19-
<PAGE>


                                     3.1(h)
                            LIST OF REQUIRED CONSENTS

                                      NONE

-Other than the  Landlord's of the Stores with respect to the  Assignment of the
Leases therefor



                                     3.1(I)
                                   VIOLATIONS:

                                      NONE



                                      -20-
<PAGE>



                                   Certificate

         Edward  K.  Crawford,   the  75%  shareholder  of  Jonford  Corporation
("Jonford"), agrees to be jointly and severably liable for any breach by Jonford
of the  representations  and  warranties of Jonford in Section 3 of Agreement of
Asset  Acquisition  dated  November  ,  1998  between  Candy  Candy  Acquisition
Corporation and Jonford Corporation.



Dated:  November  , 1998                           ____________________________
                                                         Edward K. Crawford



                                      -21-