PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this "CONTRACT") is made by and between VICORP
RESTAURANTS, INC., a Colorado corporation ("SELLER") and SHELLS SEAFOOD
RESTAURANTS, INC., a Delaware corporation ("BUYER"). In consideration of the
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby agree as follows:

                                    ARTICLE I
                                    PROPERTY

         1.1 PROPERTY TO BE CONVEYED. Subject to terms and provisions of this
Contract, Seller agrees to sell and convey to Buyer, and Buyer agrees to
purchase from Seller, all the following described property (collectively, the
"PROPERTY"), subject to the Permitted Exceptions (as defined in Section 3.4 of
this Contract):

         (a) That certain tract of land (the "LAND") located at 3802 East 82nd
Street, Indianapolis, Indiana, described on EXHIBIT "A" attached hereto, the
Land to be conveyed pursuant to a general warranty deed (the "DEED");

         (b) Any and all buildings and improvements (collectively, the
"IMPROVEMENTS") upon the Land (such Land, Building and Improvements together
being known as the "PREMISES");

         (c) All of Seller's interest in titles, interests, privileges, licenses
and easements and other rights appurtenant to the Land;

         (d) All furniture, fixtures, equipment, or other personal property set
forth on EXHIBIT "B" attached hereto (collectively, the "FF&E").

                                    ARTICLE 2
                                      PRICE

     2.1 PURCHASE PRICE. The purchase price (the "PURCHASE PRICE") for the
property shall be One Million Two Hundred Thousand Dollars ($1,200,000.00)

     2.2 DEPOSIT.

         (a) Within three (3) business days after the Effective Date, Buyer
shall deliver to Lawyers Title Insurance Corporation, 140 East Washington
Street, Indianapolis, Indiana 46204-3689 ("ESCROW AGENT"), an earnest money
deposit (collectively, together with all interest accrued thereon, the
"DEPOSIT") in the amount of Ten Thousand Dollars ($10,000.00). If the
transaction contemplated hereunder is consummated, the Deposit shall be credited
to the Purchase Price payable by Buyer.

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         (b) The Deposit shall be deposited with a national banking institution
in an interest-bearing escrow account with interest payable at the regular rate
payable by the bank on such deposits. The interest shall become a part of the
Deposit and shall be paid to the party entitled to the Deposit. The party
entitled to the Deposit shall pay any income tax due on the interest. The
parties hereto shall furnish Escrow Agent with their respective tax
identification numbers.

     2.3 BALANCE AT CLOSING. Subject to pro-rations and/or credits provided for
in this Contract, Buyer shall pay to Seller the Purchase Price, less the Deposit
credited thereto by wire transfer at Closing (as hereinafter defined).

                                    ARTICLE 3
                          TITLE, SURVEY AND SITE AUDIT

     3.1 TITLE INSURANCE. Not later than thirty (30) days after the Effective
Date, Seller, at its sole expense, shall cause Lawyers Title Insurance
Corporation ("TITLE COMPANY") to provide to Buyer a current standard form title
insurance commitment (the "TITLE COMMITMENT"), and showing, as the policy
amount, the Purchase Price. Seller shall cause the Title Company to furnish to
Buyer true and legible copies of all documents and instruments referred to as
exceptions to title in the Title Commitment at such time as the Title Commitment
is delivered.

     3.2 SURVEY. Not later than thirty (30) days after the Effective Date,
Seller, at Seller's cost, shall provide to Buyer a current, correct, certified
ALTA survey (the "SURVEY") of the Land prepared by a registered surveyor
("SURVEYOR"), which shall: (a) be certified to Seller, Buyer and Title Company;
(b) include a description of the Land; (c) certify as to the acreage of the
Land; (d) depict the boundaries of the Land and the locations and dimensions of
all Improvements; and (e) show (labeled with recording information), to the
extent they can be located, all recorded easements or other restrictions or
encumbrances affecting the Land or listed in the Title Commitment. The Survey
must be satisfactory to the Title Company so as to permit it to delete any
standard survey exception contained in the Title Commitment and Title Policy.

     3.3 REVIEW OF TITLE AND SURVEY MATTERS. Buyer shall have sixty (60) days
after the Effective Date to review the Title Commitment, the Survey, and all
attendant documents and materials and shall notify Seller of any objections
Buyer has to any matters shown or referred to therein. If Buyer fails to notify
Seller in writing of its objection to the Title Commitment or the Survey, within
said sixty (60) day period, Buyer shall be deemed to have waived its right to
object thereto and same shall be deemed a "PERMITTED EXCEPTION"; provided,
however, in no event shall any lien, lease, encumbrance, exception, easement,
restriction, defect or other matter which does not appear on the Title
Commitment or the Survey or arises after the effective date thereof, be deemed a
Permitted Exception unless consented to by Buyer. Seller shall have the right to
cure any matter shown by the Title Commitment and the Survey to which Buyer
timely objects within thirty (30) days after Buyer provides written notice of
such
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objections or such longer period as may be granted by Buyer in its sole
discretion. If Seller is unable or unwilling to cure any such objections to the
Title Commitment or the Survey within the allotted thirty (30) day time period,
Buyer may, at its option, (i) waive the objection(s), in which case all such
objections shall be deemed Permitted Exceptions, and proceed to close the
transaction contemplated hereunder or (ii) terminate this Contract by written
notice to Seller within three (3) days after the expiration of the allotted
thirty (30) day time period as set forth above and thereupon, have returned to
it by Escrow Agent the Deposit, and thereafter, neither party shall have any
further rights or obligations hereunder.

                                    ARTICLE 4
                                  CONTINGENCIES

     4.1 INSPECTION PERIOD. For and in consideration of Ten Dollars ($10.00)
(the "INDEPENDENT CONSIDERATION") which is part of the Deposit and other good
and valuable consideration, the sufficiency of which is hereby acknowledged:

         (a) Buyer shall have the right to investigate all aspects of the
Property, to assist Buyer in Buyer's investigation of the Property, Seller
shall, within five (5) business days after the Effective Date, furnish to Buyer
(by mail or overnight courier), copies of the following items with respect to
the Property in Seller's possession: (a) Seller's prior title insurance policy;
(b) Seller's prior survey(s); (c) ad valorem real property tax bills for two (2)
years; (d) any existing plans and specifications for the Improvements; (e) all
development plans, "DRI's," zoning or the land use information or documentation;
(f) site plans; and (g) engineering reports, hazardous waste assessments,
environmental reports, soil tests, substrata studies, geotechnical reports, or
any other similar reports. All of the foregoing items to be furnished by Seller
shall collectively be referred to as the "PROPERTY DOCUMENTS".

         (b) Except as provided in Article 3, Buyer shall have seventy-five (75)
days (the "INSPECTION PERIOD") from the Effective Date to investigate the
Property.

         (c) During the Inspection Period, Buyer and Buyer's agents (including,
without limitation, contractors, inspectors, and engineers) shall have the right
to enter the Property to perform inspections and tests, provided reasonable
notice is given to Seller and reasonable precautions are taken to protect the
Property. Seller agrees to cooperate in connection with the foregoing and agrees
that Buyer and Buyer's agents shall be provided promptly, upon request, such
access as shall be reasonably necessary to examine the Property.

         (d) If for any reason whatsoever, during the Inspection Period, Buyer
elects not to proceed with the transaction contemplated herein, Buyer may
declare this Contract terminated by notifying Seller and Escrow Agent of such
election and Escrow Agent shall return the Deposit to Buyer, and both Seller and
Buyer will be relieved of any further obligation hereunder. Failure to so notify
Seller and Escrow Agent within said time period shall be deemed a waiver by
Buyer of any right to terminate this Contract under this Section.

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         (e) Buyer shall restore any damage caused by its investigation and
Buyer shall indemnify and hold Seller harmless from all claims, and from any
loss, costs, or expenses incurred by Seller and which relate to or are caused by
Buyer or its agents in conjunction with its inspection of the Premises or any
harm caused to third parties.

     4.2 PERMITS AND APPROVALS. Within thirty (30) days after the Effective
Date, Buyer shall apply for and proceed with due diligence to obtain the
permit(s) (including, without limitation, building and utility permits,
operating permits and alcoholic beverage licenses) and approval(s)
(collectively, the "PERMITS AND APPROVALS") required to remodel the Improvements
and to operate a full-service restaurant at the Premises, and Seller shall
cooperate with Buyer in doing so. Buyer shall provide notice ("PERMIT NOTICE")
to Seller of its receipt of such Permits and Approvals within ten (10) business
days of Buyer's receipt of all such Permits and Approvals. In the event Buyer
fails to obtain such required Permits and Approvals or to waive such contingency
on or prior to the expiration of the Inspection Period, Seller shall have
returned to Buyer by Escrow Agent the Deposit, and thereafter, neither party
shall have any other rights or obligations hereunder, except as set forth under
Section 4.1(e) which shall survive the termination of this Contract; provided,
however, that Buyer shall have diligently pursued such Permits and Approvals
during the Inspection Period.

     4.3 FINANCING. Within twenty (20)days after the Effective Date, Buyer shall
apply for and proceed with due diligence to obtain financing for Buyer's
purchase contemplated herein in the amount of seventy-five percent (75%) of the
aggregate of the Purchase Price and Buyer's estimated cost of Buyer's planned
improvements on the Land and upon terms and conditions, including, without
limitation, market rates, acceptable to Buyer in Buyer's sole discretion. Buyer
shall provide notice to Seller of its receipt of a commitment for such financing
within ten (10) business days of Buyer's receipt thereof. If Buyer fails to
obtain such financing during the Inspection Period, Buyer may declare this
Contract terminated by notifying Seller and Escrow Agent of such election, and
Escrow Agent shall return the Deposit to Buyer immediately thereafter, and both
Buyer and Seller will be relieved of any further obligation hereunder. Failure
to so notify Seller within the Inspection Period shall be deemed waiver by Buyer
of any right to terminate this Contract under this Section.

     4.4 BOARD APPROVAL. As soon as practicable after the Effective Date, Buyer
shall pursue approval by its Board of this Contract and the purchase
contemplated herein. If Buyer fails to obtain such approval prior to the
expiration of the Inspection Period, Buyer may declare this Contract terminated
by notifying Seller and Escrow Agent of such election, and Escrow Agent shall
return the Deposit to Buyer immediately thereafter, and both Buyer and Seller
will be relieved of any further obligation hereunder. Failure to so notify
Seller and Escrow Agent within said time period shall be deemed a waiver by
Buyer of any right to terminate this contract under this section.

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                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

     5.1 REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents-
and warrants that as of the Effective Date and the Closing Date:

         (a) Seller has granted no persons or entities the right to occupy or
use the Premises other than Seller;

         (b) Seller owns the Premises in fee simple, and Seller has the full
authority to execute, deliver, and perform this Contract and to convey title to
the Property to Buyer on the Closing Date.

         (c) Seller has received no written notice of any: (i) violations of
law, municipal ordinances, or current zoning existing at the Premises; and
(ii) changes of or to building, fire, water, use, health, environmental or other
statutes, ordinances, regulations, orders, or requirements, whether federal,
state, county, municipal, or otherwise, which are pending or have been proposed
which directly or indirectly affect the Premises.

         (d) Seller has received no written notice of any eminent domain or
condemnation proceeding currently pending against the Premises or any part
thereof or any threat of any such proceeding.

     5.2 REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer hereby represents and
warrants as of the Effective Date and the Closing Date:

         Buyer is a corporation duly authorized, existing and in good standing
under the laws of Delaware. Except as stated in this Purchase and Sale
Agreement, the execution and delivery of this Agreement and the consummation of
this transaction by Buyer have been duly authorized, and no further corporate
authorization is necessary on the part of Buyer.

                                    ARTICLE 6
                                     CLOSING

     6.1 TIME AND PLACE OF CLOSING. The closing (the "CLOSING") contemplated by
this Contract shall take place at the Title Company's offices in Indianapolis,
Indiana. The Closing shall occur on a date (the "CLOSING DATE") within fifteen
(15) days after the expiration of the Inspection Period.

     6.2 SELLER'S OBLIGATIONS AT CLOSING. At Closing, Seller shall do or deliver
the following:

         (a) execute and deliver to the agent for the Title Company, for
recording, and delivery to Buyer, the Deed conveying to Buyer the Land subject
only to the Permitted Exceptions;
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         (b) execute and deliver to Buyer a bill of sale in form and substance
reasonably acceptable to Buyer transferring all of the FF&E to Buyer;

         (c) such evidence of authority and capacity of Seller and its
representatives to consummate the transaction contemplated hereunder and other
documentation and affidavits as the Title Company may reasonably require
including, without limitation, a Certificate of Non Foreign Status as required
by Section 1445 of the Internal Revenue Code of 1986, as amended (the "CODE"),
if necessary, a 1099-S report as required by Section 6045 of the Code, and an
Owner's Closing Affidavit;

         (d) an endorsement to or "mark-up" of the Title Commitment updating the
effective date to the Closing Date, deleting the "gap" (risk for matters
appearing of record between the effective date and the recording of the deed);

         (e) possession of the Property;

         (f) execute such other reasonable documents as may be required to be
executed and/or provided to complete the transaction contemplated hereunder.

     6.3 BUYER'S OBLIGATIONS AT CLOSING. At Closing, Buyer shall do the
following:

         (a) deliver to the agent for the Title Company, for the disbursement to
Seller, the portion of the Purchase Price payable at Closing by wire transfer;
and

         (b) execute and/or provide such other reasonable documents as may be
required to be executed and/or provided to complete the transaction contemplated
hereunder.

     6.4 CLOSING COSTS.

         (a) At Closing, Seller shall pay, or provide proof of payment, of the
following costs and expenses:

               (i) the transfer of taxes or documentary stamps required on the
                   Deed;

              (ii) the premium payable for the standard form Title Policy; and

             (iii) the cost of the Survey.

         (b) Buyer shall pay, or provide proof of payment, of the recording fees
in connection with the Deed, any endorsements to the standard form Title Policy,
and any costs associated with the elimination of the "gap" referred to in
paragraph 6.2(d).

     6.5 PRORATIONS. City, state, and county ad valorem taxes for the calendar
year of Closing shall be prorated between Buyer and Seller at Closing based on
the ad valorem tax bill

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for the Property (without discount), for such year; if these taxes are not known
at the time of Closing, the proration shall be based upon the prior year's
taxes and shall be prorated between Seller and Buyer as of midnight of the day
immediately preceding the Closing Date; prorations favoring Buyer shall reduce
the cash payable by Buyer at the Closing, and prorations favoring Seller shall
increase the cash payable by Buyer at the Closing.

     6.6 SPECIAL ASSESSMENT LIENS. Certified, confirmed, and ratified special
assessment liens as of the Closing Date are to be paid by Seller. Pending liens
as of the Closing Date shall be assumed by Buyer. If the improvement has been
substantially completed as of the Execution Date, such pending lien shall be
considered as certified, confirmed, or ratified; and Seller shall, at Closing,
be charged an amount equal to the last estimate of assessment for the
improvement by the public body.

     6.7 FURTHER ASSURANCE. In addition to the obligations required to be
performed hereunder by Seller and Buyer at Closing, Seller and Buyer each agree
that they will, both prior to and after Closing, perform such other acts and
will execute such other reasonable documents as the other may reasonably request
in order to effectuate the consummation of the transaction contemplated herein
in accordance with normal practices and to vest title to the Premises in Buyer.

                                    ARTICLE 7
                                  RISK OF LOSS

     7.1 RISK OF LOSS BY CASUALTY. The risk of loss or damage to the Premises by
fire or other casualty prior to the Closing shall be on Seller. If such loss or
damage does occur prior to Closing, Seller shall promptly notify Buyer.
Thereafter, Buyer may, within fifteen (15) days after receipt of such notice, at
Buyer's option, notify Seller of termination of the Contract in which case
Escrow Agent shall return the Deposit to Buyer and this Contract shall
thereafter be null and void. If Buyer does not so terminate this Contract, Buyer
shall be entitled to receive all insurance proceeds resulting therefrom (not
exceeding, however, the total purchase price) which are payable (less any
amounts Seller may have paid in repairing or restoring the Property), and Seller
shall at Closing pay to Buyer any "deductible" amounts under the policy.

     7.2 RISK OF LOSS BY CONDEMNATION. The risk of condemnation of the Property
prior to the Closing shall be on Seller. If such condemnation does occur prior
to Closing, Seller shall promptly notify Buyer; Buyer may, within fifteen (15)
days after receipt of such notice, at Buyer's option, notify Seller of
termination of this Contract, in which case the Escrow Agent shall return the
Deposit to Buyer; and this Contract shall thereafter be null and void. If Buyer
does not so terminate this Contract, Buyer shall be entitled to receive all
condemnation proceeds (not exceeding, however, the Purchase Price) resulting
therefrom.

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                                    ARTICLE 5
                                    DEFAULTS

     8.1 DEFAULT BY SELLER. If Seller fails to perform any of Seller's
obligations hereunder, Buyer shall have the right to either: (a) declare this
Contract terminated and receive the return of the Deposit; or (b) sue for
damages, specific performance, or both.

     8.2 DEFAULT BY BUYER. If Buyer fails to perform Buyer's obligations
hereunder, Seller may elect to either (a) treat this contract as terminated and
receive the Deposit as Seller's sole exclusive remedy; or (b) Seller may elect
to treat this contract as being in fUll force and effect and Seller shall have
the right to specific performance.

                                    ARTICLE 9
                         ESCROW AGENT'S RESPONSIBILITIES

     9.1 HOW DEPOSIT HELD. Escrow Agent, by its joinder in this Contract, agrees
to hold the Deposit, when received and to disburse the same only in accordance
with the terms and conditions of this Contract. When Closing occurs, Escrow
Agent shall deliver the Deposit to the title agent handling the disbursement of
the closing funds. In the event either party requests Escrow Agent to disburse
the Deposit to that party, Escrow Agent shall be entitled to refuse to do so
unless the other party agrees to the disbursement in writing. In the absence of
written agreement of both Buyer and Seller as to the disbursement of the
Deposit, Escrow Agent may continue to hold such funds until the parties agree to
disbursement thereof or until a judgment of a court of competent jurisdiction
determines the rights of the parties to the Deposit. If Escrow Agent is in doubt
as to its duties or liabilities under the provisions of the Contract, Escrow
Agent may interplead the funds into the Court of general jurisdiction of the
County where the Property is located, whereupon after notifying all parties
concerned with such action, all liability on part of Escrow Agent shall
terminate. Escrow Agent shall not be liable to either party for breach of its
duties hereunder except in the case of gross negligence or willful malfeasance
by Escrow Agent.

     9.2 INDEMNITY OF ESCROW AGENT. Buyer and Seller hereby each agree, jointly
and severally, to indemnify and hold Escrow Agent harmless against any and all
losses, claims, damages, liabilities, and expenses, including without
limitation, costs of reasonable legal fees incurred by Escrow Agent in
connection with any litigation arising from this Contract, except for matters
arising out of the gross negligence or willful malfeasance of Escrow Agent.

                                   ARTICLE 10
                                  MISCELLANEOUS

     10.1 ASSIGNMENT. Buyer may not assign Buyer's rights under this Contract
without Seller's consent. Seller may not assign or otherwise transfer its rights
under this Contract nor its title to the Property without Buyer's consent.

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     10.2 NOTICES. Any notice which either party may or is required to give
hereunder shall be given in writing to the other party, each at the address set
forth below, or as such other address as may be designated in writing by the
parties from time to time by (i) certified or registered mail, return receipt
requested, postage prepaid; (ii) overnight delivery, delivery fees prepaid; or
(iii) facsimile with a hard copy to follow via first-class mail, postage
prepaid. Rejection or their refusal to accept, or the inability to deliver
because of a changed address of which no notice was give shall be deemed to be
receipt of the notice as of the date of such rejection, refusal, or inability to
deliver: 

      To Buyer:              16313 North Dale Mabry Highway
                             Suite 100
                             Tampa, Florida 33618
                             Attn: Mr. Dan Parz
                             Telephone: 813/961-0944
                             Telecopy: 813/961-6865

      With a copy to:        Fowler, White, Gillen, Boggs, Villareal & 
                              Banker, P.A.
                             501 East Kennedy Boulevard, Suite 1700
                             Tampa, Florida 33602
                             Attn:  Jeffrey C. Shannon, Esq.
                             Telephone: 813/228-7411
                             Telecopy: 813/229-8313

      To Seller:             VICORP Restaurants, Inc.
                             Attn: Kenneth H. Card
                             400 W. 48th Avenue
                             Denver, Colorado 80216
                             Telephone: 303/296-2121
                             Telecopy: 303/642-2668

      Stanley Ereckson, Jr.: VICORP Restaurants, Inc.
                             Attn:  Stanley Ereckson, Jr.
                             400 W. 48th Avenue
                             Denver, Colorado 80216
                             Telephone: 303/296-2278
                             Telecopy: 303/672-2668

      To Escrow Agent:       Lawyers Title Insurance Corporation
                             140 East Washington Street
                             Indianapolis, Indiana 46204-3689
                             Telephone: 317/633-2933
                             Telecopy: 317/633-6276

     10.3 ENTIRE AGREEMENT. This Contract constitutes the entire understanding
among the parties with respect to the transaction contemplated herein, and all
prior or
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contemporaneous agreements and representations, oral or written, are merged into
this Contract. No provision of this Contract may be waived or modified except by
writing signed by the party against which the enforcement of such waiver or
modification is sought, and then only to the extent set forth in the writing.

     10.4 APPLICABLE LAW. This Contract shall be governed by the laws of the
State of Indiana. Both parties hereto agree to submit to the jurisdiction of the
courts of the State of Indiana.

     10.5 ATTORNEYS' FEES AND COSTS. In the event of any litigation arising out
of this Contract, the prevailing party shall be entitled to recover its costs
and reasonable attorneys' fees.

     10.6 BROKERS. Seller and Buyer warrant each to the other that they have not
dealt with any real estate broker or salesperson with regard to the transaction
other than Joann M. Serdar of B.A. Carter Company and Bryan Chandler of Olympia
Partners, Ltd. (collectively, "BROKERS"). Seller shall be responsible for paying
Brokers pursuant to a separate agreement between them. Buyer agrees to indemnify
and hold Seller harmless from any commission claimed by any other broker or
third party arising by virtue of this transaction as the result of Buyer's acts.
Seller agrees to indemnify and hold Buyer harmless from any commission claimed
by any other broker or third party arising by virtue of this transaction as the
result of Seller's acts.

     10.7 HEADINGS. Article, section and paragraph headings are for convenience
only and shall not control or affect the meaning of the paragraph.

     10.8 BINDING EFFECT. This Contract shall be binding upon and shall inure to
the benefit of the parties hereto and their heirs, personal representatives,
successors, and assigns (subject, however, to the restrictions set forth above
on assignment).

     10.9 INTERPRETATION. Whenever the context hereof shall so require, the
singular shall include the plural, the male gender shall include the female
gender and neuter, and vice versa.

     10.10 SEVERABILITY. If any provision of this Contract is invalid or
unenforceable, such invalidity or unenforceability shall not affect any of the
provisions hereof.

     10.11 TIME OF ESSENCE. Time is of the essence. Should any period of time
specified herein end on a Saturday, Sunday, or legal holiday, the period of time
shall automatically be extended to 5:00 p.m. of the next full business day.

     10.12 EFFECTIVE DATE. The effective date (the "EFFECTIVE DATE") of this
Contract shall be the date on which the last of Seller and Buyer shall sign the
same.

     10.13 FINAL DATE FOR EXECUTION. This Contract shall be null and void if not
executed by Seller on or before ten (10) business days after the date executed
by Buyer.

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     IN W1TNESS WHEREOF, the parties hereto have executed this Contract.

Signed, sealed, and delivered in 
the presence of:
                                         VICORP RESTAURANTS, INC.
                                         a Colorado corporation

/s/ STANLEY ERECKSON
--------------------
                                         By: /s/ CHARLES R. FREDERICKSON
                                             ----------------------------------
/s/ KENNETH CARD                         Name: Charles R. Frederickson
-------------------                           ---------------------------------
                                         Title: Chairman
                                               --------------------------------

                                         (CORPORATE SEAL)

                                         Executed on:    OCTOBER 22, 1997
                                                      ---------------
                                         "SELLER"


                                         SHELLS SEAFOOD RESTAURANTS, INC.
                                         a Delaware corporation
/s/ TRACY DELATORE
-------------------
                                         By: /s/ W.E. HATTAWAY
                                             ----------------------------------
/s/ PATTY MEW                            Name: W.E. Hattaway
-------------------                            --------------------------------
                                         Title: President
                                                -------------------------------

                                         (CORPORATE SEAL)

                                         Executed on: OCTOBER 17, 1997
                                                      ----------

                                         "BUYER"

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