PURCHASE OF CORPORATION
                             THROUGH STOCK PURCHASES

      THIS STOCK  PURCHASE  AGREEMENT,  made and  entered  into this 28th day of
September,  1997,  by and  between  Thomas  W.  Gray,  Sidney A.  Crawley,  Alan
Kleinmaier  and  Nick  Tricarico,  all of the  Shareholders  of KCK  Corporation
(hereinafter   collectively   called  "Sellers"  and  each  hereinafter   called
"Seller"),  and Starlog Franchise Corporation,  a corporation duly organized and
existing under and by virtue of the laws of the State of New Jersey (hereinafter
called "Purchaser");

                                   WITNESSETH:

      WHEREAS,  Sellers  are the  owners of all of the  issued  and  outstanding
shares of KCK Corporation, a North Carolina corporation (hereinafter called "the
Company"); and

      WHEREAS,  Sellers desire to sell and transfer to Purchaser,  and Purchaser
desires to purchase  and receive  from  Sellers,  shares of common  stock of the
Companies  referred  to  herein  for the  consideration  and upon the  terms and
conditions hereinafter set forth;

      NOW  THEREFORE,   for  and  in  consideration  of  the  mutual  agreements
hereinafter set forth, the parties hereto agree as follows:

      Section 1. Sale of Stock.

      Upon and subject to the terms and subject to the  conditions  set forth in
this  Agreement,  each Seller  hereby agrees to sell to Purchaser on the closing
date,  free and clear of all liens,  pledges  and  encumbrances  of every  kind,
character and description whatsoever, and Purchaser agrees to purchase from each
Seller on the said date the number of shares of common  stock of the Company set
opposite their respective names below, to-wit:

<PAGE>

Name of                                                       Number of Shares
Seller                                                      of Common Stock Of
------                                                      ------------------
Thomas W. Gray                                                             300
Sidney A. Crawley, Trustee                                                 400
Alan R. Kleinmaier                                                         200
Nick Tricarico                                                             100

TOTAL SHARES                                                             1,000

      Section 2. Closing Date.

      2.1 The  sale  and  purchase  provided  for in  this  Agreement  shall  be
consummated  at a  closing  to be held at the  offices  of  Purchaser  in Tampa,
Florida at 10:00 o'clock A.M.,  E.S.T.,  on the 1st day of October,  1997, or at
such other place, time and date as the parties hereto shall mutually agree upon.
The date and event of such sale and  purchase  are,  respectively,  hererinafter
referred to as the "Closing Date" and the "Closing."

      2.2 On the Closing Date,  Sellers shall deliver to Purchaser  certificates
evidencing and representing  all of the issued and outstanding  capital stock of
the Company,  all of which is being sold  hereunder,  duly  endorsed in blank or
accompanied by stock powers duly executed in blank in proper form for transfer.

      Section 3. Consideration.

      3.1 The consideration to be paid by purchaser to each Seller shall be $.01
Dollar  for each  share  of the  issued  and  outstanding  capital  stock of KCK
Corporation  (for a total  cash  purchase  price of $10.00  Dollars),  the stock
warrants described in paragraph 12.8, and the other convenants set forth in this
Agreement. Such purchase price shall be paid to each Seller at closing.

      Section 4. Transfer of Stock.

      4.1  Sellers  agree  to cause  the  stock of KCK  Corporation  being  sold
hereunder  to be  immediately  transferred  to  and  reissued  in  the  name  of
Purchaser.


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<PAGE>

      4.2 At the  Closing,  Sellers  shall cause to be  delivered  to  Purchaser
written  resignations  of all of the  directors  and officers of the  Companies.
Sellers agree to cause meetings of the Board of Directors of the Companies to be
held upon due notice thereof or waiver thereof on the Closing Date, at which the
resignation of the respective  officers and directors of the Companies  shall be
accepted  effective  immediately and the vacancies  created by such resignations
thereupon shall be filled by the persons designated by Purchaser.

      Section 5. Access to Properties and Records of the Companies.

      Sellers have previously allowed the officers, attorneys,  accountants, and
other  authorized  representatives  of  Purchaser,  free and full  access to the
stores,  properties,  books,  and records of the Company in order that Purchaser
may have full opportunity to make such  investigation as it shall desire to make
of the affairs of the Company.  Purchaser  has not  conducted  an audit,  valued
inventory or reviewed the accounts receivable.

      Section 6. Representations as to Stocks.

      Sellers  jointly and severally  represent and warrant to Purchaser that as
of the date hereof  they are and on the Closing  Date they will be, the owner of
the number of shares of common stock of the Company set  opposite  their name in
Section 1 hereof,  and have good and  marketable  title thereto and the absolute
right to sell,  assign, and transfer the same to Purchaser free and clear of all
liens, pledges, and encumbrances of any kind.

      Section  7.   Representations   and   Warranties  of  Sellers  as  to  KCK
Corporation.

      Sellers, jointly and severally, represent and warrant to Purchaser that:

      7.1 KCK  Corporation is a corporation  duly organized and existing in good
standing  under the laws of the State of North  Carolina.  The  Company  has the
corporate  power  to own  their  properties  and  assets  and to  carry on their
business as now being conducted.


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<PAGE>

      7.2 The Company has no subsidiaries.

      7.3 Attached hereto,  marked Exhibit A, and hereby made a part hereof, are
the balance sheets of the Company as of September 3, 1997, and income statements
for the  period  ending  on  such  date  (hereinafter  collectively  called  the
"Financial Statements").  To the best of the knowledge of Sellers, the Financial
Statements present fairly the financial  condition of the Company as of the date
thereof and the results of operations for the periods covered thereby,  provided
however,  it is  acknowledged  that  the  "Notes  Payable-FUNB"  is  actually  a
shareholder  loan due Sidney A. Crawley,  and that the "Other Notes  Payable" is
actually  shareholder loans from Thomas W. Gray and Sidney A. Crawley which have
a current balance of approximately $590,000. To the extent it is determined that
the  shareholder  loans and accrued  interest  from Thomas W. Gray and Sidney A.
Crowley is greater than $590,000, the shareholder loans shall be adjusted upward
to no more than $600,000.  Therefore, the unsecured shareholder loans will be no
more than $235,000 following  conformance with paragraph 12.3 of this Agreement.
If it is determined that the shareholder loans and accrued interest is less than
$590,000,  the unsecured shareholder loan will be reduced downward from $225,000
following  conformance  with  paragraph  12.3 of this  Agreement  to reflect the
actual balance of the shareholder loans.

      7.4  There  are  no  loans  or  other  obligations  payable  to  officers,
directors,  employees  or  stockholders  of the  Company,  except  salaries  and
reimbursements  of  expenses  incurred  and  accrued in the  ordinary  course of
business, and except as disclosed in the Financial Statements.

      7.5 Other than as indicated in the Financial  Statements  and the exhibits
attached hereto,  the Company has not, and from the date hereof to and including
the Closing Date the Company will not have


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<PAGE>

      (1) issued,  authorized  the  issuance  of, or sold or granted any option,
warrant,  or right to  purchase  any of its  stock,  bonds,  or other  corporate
securities;

      (2) incurred any obligation or liability,  whether absolute or contingent,
except in the ordinary course of business;

      (3) discharged or satisfied any lien or encumbrance or paid any obligation
or liability,  whether absolute or contingent, other than in the ordinary course
of business;


      Section 8. Representations and Warranties of Purchaser.

      Purchaser represents and warrants unto Sellers that:

      8.1  Purchaser is a  corporation  duly  organized and existing and in good
standing under the laws of the State of New Jersey.

      8.2  Purchaser  has full  power,  in  accordance  with law, to execute and
perform this  Agreement,  and such execution and  performance  does not conflict
with any charter or by-law  provision  of  Purchaser.  The Board of Directors of
Purchaser  has  authorized,  or before the Closing  will have  authorized,  this
Agreement, the transactions  contemplated herein, and the execution and delivery
hereof by Purchaser.

      Section 9. Survival of Representations and Warranties.

      The  representations  and warranties set forth in Section 6, Section 7 and
Section 8 hereof shall survive the Closing Date and shall not be affected by any
investigation,  verification,  or approval by any party  hereto or by any one on
behalf of any of such parties.

      Section 10. Conditions to Obligations of Purchaser.

      The  obligations  of Purchaser  under this Agreement are, at the option of
Purchaser, subject to the condition that, at or prior to the Closing Date:


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<PAGE>

      10.1 This  Agreement  shall  have been  signed by Sellers  obligating  and
committing  Sellers to sell to Purchaser all of the issued and outstanding stock
of the Company,  and all of Sellers shall at Closing on the Closing Date deliver
to Purchaser all of the shares of common stock of the Company to be sold by them
and all of Sellers shall in addition  fully comply with the terms and provisions
hereof,  it being  understood  and agreed that the  obligation  of  Purchaser to
purchase  shares  of  stock  of the  Company  is  conditioned  upon  performance
hereunder by all of Sellers.

      10.2 All of the terms,  covenants,  and conditions of this Agreement to be
complied  with or  performed by Sellers at or before the Closing Date shall have
been duly complied with and performed.

      10.3 The representations and warranties of Sellers hereof shall be true on
and  as of  the  Closing  Date  with  the  same  force  and  effect  as if  such
representations  and warranties had been made on and as of the Closing Date. The
provisions of this subparagraph 10.3 shall be self-executing and each Seller, by
having closed the sale of his stock hereunder,  shall be deemed  conclusively to
have certified at Closing that all such representations and warranties were true
on and as of the Closing Date.

      10.4 The business, properties, and operations of KCK Corporation shall not
have been materially  adversely affected as a result of any fire,  accident,  or
other casualty or any Act of God or the public enemy unless they shall have been
protected by insurance  and the  resultant  loss shall be fully  covered by such
insurance.

      10.5  There  shall  have  been no  changes  in the  business,  properties,
operations,  or  financial  condition  of the  Companies  since  the date of the
Financial  Statements,  other than  changes in the  ordinary  course of business
which do not have a  materially  adverse  affect on the  value of the  Company's
business.


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<PAGE>

      10.6 The usable merchandise inventory of the Companies as set forth in the
Financial  Statements  shall have been  inspected by  Purchaser  or  Purchaser's
agents  and  such  inventory  shall  have  been  accepted  by  Purchaser,  which
acceptance shall not be unreasonably withheld.

      10.9 All legal  proceedings  in connection  with the  consummation  of the
transactions  contemplated  by  this  Agreement,  including  the  forms  of  all
documents of transfer and assignment,  other documents, legal matters, opinions,
and  procedure in  connection  therewith,  shall have been  approved in form and
substance by counsel for Purchaser,  which  approval  shall not be  unreasonably
withheld.

      Section 11. Conditions to Obligations of Sellers.

      The  obligations  of Sellers  under this  Agreement  are, as the option of
Sellers,  subject to the condition  that, at or before the Closing Date, all the
terms,  conditions,  and  covenants of this  Agreement  to be complied  with and
performed  by  Purchaser  at or before  the  Closing  Date  shall have been duly
complied with and performed.

      Section 12. Additional Provisions.

      The  parties  further  agree to the  following  provisions  which shall be
deemed  inducements  and  additional  consideration  for the  execution  of this
Agreement:

      12.1  Purchaser  agrees  to loan  the  Company  an  amount  for  operating
expenses,  subject to any required approval from the Bankruptcy Court. Thomas W.
Gray and Sidney A. Crawley agree to subordinate  their secured  shareholder loan
to this new loan up to an amount of $350,000.  Written confirmation of such loan
shall be provided to Thomas W. Gray and Sidney A. Crawley.

      12.2 Thomas W. Gray and Sidney A. Crawley agree to exchange  approximately
$240,000 of their secured debt for a KCK receivable due Broadway  Squeeze,  Inc.
in the amount of approximately $240,000, subject to Bankruptcy Court approval.


                                       7
<PAGE>

      12.3 The  parties  agree that Thomas W. Gray and Sidney A.  Crawley  shall
have a secured claim in the bankruptcy proceeding of $125,000,  and an unsecured
claim of approximately  $225,000.  The secured loan to Thomas W. Gray and Sidney
A. Crawley shall be paid by KCK commencing November 1, 1997 with interest at ten
percent per annum, amortized over a sixty month period with the remaining unpaid
balance of principal  and interest  due October 1, 2002.  Payment  shall be made
each month in the amount of $2,655.89.

      12.4  All  parties  agree  to  vote  in  favor  of a  bankruptcy  plan  of
reorganization  that adopts the provisions of this  Agreement,  and agree not to
contest the valuations and interests as described in this Agreement.

      12.5 Starlog  agrees that in the event of a sale of  substantially  all of
the assets of KCK Corporation, Starlog will pay in full the then current balance
due all secured creditors.

      12.6  Starlog  shall  commence  management  of the  retail  stores  of KCK
Corporation upon execution of this Agreement.

      12.7 Johnson  County Bank and Nations Bank will remain  secured  creditors
and retain  priority  of their  liens  against  the  assets of KCK  Corporation.
Starlog  will cause the  Company  as soon as  practicable  following  closing to
commence adequate  protection  payments to Johnson County Bank and Nations Bank.
Starlog  agrees to cause the  Company to to  refinance  the  Johnson  County and
Nations  Banks loans prior to October 1, 2000.  If both such loans have not been
refinanced on that date, the Company shall pay to the loan  guarantors a penalty
provision in an amount $100 per day until refinancing has occured.

      12.8  Starlog  shall issue stock  warrants  upon the  following  terms and
conditions:  

      100,000 warrants to Nick Tricarico at $.50 each to be exercised within two
      years; and


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<PAGE>

      200,000  warrants  to  Thomas W. Gray and  200,000  warrants  to Sidney A.
      Crawley  to be  exercised  at $.25 each if  exercised  within  one year of
      closing or at $.40 each if exercised within two years of closing. All such
      warrants  shall  expire at the end of two years from the date of  closing.
      Starlog agrees to register the warrants  issued pursuant to this agreement
      in the same  manner as all other  stock,  securities  and  warrants  being
      registered by Starlog under any Federal and State securities  registration
      provisions.

      Section 13. Miscellaneous.

      13.1 Sellers and  Purchasers,  at any time and from time to time after the
Closing Date,  upon request of the other,  will do,  execute,  acknowledge,  and
deliver all such  further  acts,  deeds,  assignments,  transfers,  conveyances,
powers of attorney,  and assurances as may be required to convey and transfer to
and vest in  Purchaser  and to protect  the right,  title,  and  interest in and
enjoyment  of,  the  common  stock  of  the  Company  intended  to be  assigned,
transferred, and conveyed pursuant to this Agreement.

      13.2 Subject to the terms and conditions  hereof,  this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and assigns.

      13.3 Any  notice,  request,  instruction,  or other  document  to be given
hereunder  to any party  shall be in  writing  delivered  personally  or sent by
Registered  Mail or  Certified  United  States  Air Mail,  postage  prepaid,  or
telegram, as follows:

           If to any of Sellers: % Thomas W. Gray
                                 9829 Lee Circle


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<PAGE>

                                 Leawood, Kansas 66206

           If to Purchaser: % President
                            Starlog Franchise Corporation
                            945 Brighton Street
                            Union, New Jersey 07083

Any party may change its address for purposes of this paragraph by giving notice
of such change of address to the other party in the manner  herein  provided for
giving notice.

      13.4 This  instrument  contains the entire  agreement  between the parties
hereto  with  respect to the  transaction  contemplated  hereby and shall not be
changed or terminated except by written amendment signed by the parties hereto.

      13.5 This  Agreement  is  declared to have been made under the laws of the
State of North Carolina.

      13.6  This  Agreement  may be  executed  in a number  of  counterparts  by
facsimile  by  different  Sellers  and  Purchaser  and all of such  counterparts
executed by Purchaser and by such Sellers,  together,  shall  constitute one and
the same  agreement,  and it shall not be  necessary  for  Purchaser  and all of
Sellers to execute the same counterpart hereof. Fax transmissions,  with receipt
for sending shall be deemed originals.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the day and year first above written.

                                       SELLERS:

                                       Signatures of the Parties:


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<PAGE>

                                               /s/ Thomas W. Gray
                                               ---------------------------------
                                                   Thomas W. Gray

                                               /s/ Sidney A. Crawley
                                               ---------------------------------
                                                   Sidney A. Crawley

                                               /s/ Alan R. Kleinmaier
                                               ---------------------------------
                                                   Alan R. Kleinmaier

                                               
                                               ---------------------------------
                                                   Nick Tricarico

                                               PURCHASER:

ATTEST:                                        Starlog Franchise Corporation
                                          
[ILLEGIBLE]                                    By /s/ Jack Fitzgerald
------------------------------                   -------------------------------
SECRETARY                                      Title: President
                                                     ---------------------------
(Corporate Seal)


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