ASSET PURCHASE AND SALE AGREEMENT

                         BY AND BETWEEN

        FOOD COURT ENTERTAINMENT NETWORK, INC., as Seller

                               and

           PRIME SPOT MEDIA U.S.A., INC., as Purchaser










                     Dated:   April   , 1998




                                                                 
<PAGE>
                        TABLE OF CONTENTS

                                                             Page

ARTICLE I
CERTAIN DEFINITIONS..........................................  2
     1.1   "Affiliate".......................................  2
     1.2   "Agreement".......................................  2
     1.3   "Assignable Contracts"............................  2
     1.4   "Assumed Liabilities".............................  2
     1.5   "Business"........................................  2
     1.6   "Closing".........................................  2
     1.7   "Closing Date.....................................  2
     1.8   "Consent Contracts"...............................  3
     1.9   "Contracts........................................  3
     1.10  "Disclosure Schedule..............................  3
     1.11  "Documents".......................................  3
     1.12  "Equipment........................................  3
     1.13  "Escrow Agent"....................................  3
     1.14  "Escrow Closing"..................................  3
     1.15  "Escrowed Funds"..................................  3
           1.16  "Excluded Assets............................  3
     1.17  "Excluded Liabilities"............................  4
     1.18  "Intangible Assets................................  4
     1.19  "Inventory........................................  4
     1.20  "Mall Operators"..................................  4
     1.21  "Mall Operating Agreements".......................  5
     1.22  "Mall Payments"...................................  5
     1.23  "Marks"...........................................  5
     1.24  "Material Adverse Effect".........................  5
     1.25  "Miscellaneous Assets"............................  5
     1.26  "Permits".........................................  5
     1.27  "Person"..........................................  6
     1.28  "Purchase Price"..................................  6
     1.29  "Purchased Assets"................................  6
     1.30  "Rejected Agreement"..............................  6
     1.31  "Subcontract".....................................  6
     1.32  "Taxes"...........................................  6
     1.33  "Transaction".....................................  7
     1.34  "Unassignable Contract"...........................  7

ARTICLE II
PURCHASE AND SALE OF PURCHASED ASSETS........................  7
     2.1   Purchase of Assets................................  7
     2.3   Purchase Price....................................  7
     2.4   Payment of Purchase Price.........................  7
     2.5   Expenses of Transfer and Taxes....................  8
     2.6   Escrow Funds......................................  8

ARTICLE III
ASSUMED LIABILITIES.......................................... 11
     3.1   Assumption of Liabilities......................... 11
     3.2   Excluded Liabilities.............................. 11

ARTICLE IV
THE CLOSING.................................................. 12
     4.1   Time and Place.................................... 12
     4.2   Deliveries by Food Court.......................... 13
     4.3   Deliveries by Prime Spot.......................... 14

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF FOOD COURT................. 14
     5.1   Organization and Good Standing.................... 14
     5.2   Corporate Authority............................... 15
     5.3   No Breach......................................... 15
     5.4   Valid Agreement................................... 15
     5.5   Financial Data.................................... 16
     5.6   Operation of Business............................. 16
     5.7   Contracts......................................... 17
     5.8   Compliance with Applicable Law.................... 18
     5.9   Legal Proceedings................................. 18
     5.10  Labor Matters..................................... 18
     5.11  Taxes............................................. 19
     5.12  Purchased Assets.................................. 19
     5.13  Intangible Assets................................. 19
     5.14  Environment, Health and Safety.................... 20
     5.15  Absence of False or Misleading Information........ 21

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF PRIME SPOT................. 21
     6.1   Organization and Good Standing.................... 21
     6.2   Corporate Authority............................... 21
     6.3   No Breach......................................... 22
     6.4   Valid Agreement................................... 22
     6.5   Legal Proceedings................................. 22
     6.6   Compliance with Applicable Law.................... 23

ARTICLE VII
ADDITIONAL COVENANTS AND AGREEMENTS.......................... 23
     7.1   Conduct of Food Court's Business.................. 23
     7.2   Investigation by Prime Spot....................... 24
     7.3   Consents.......................................... 24
     7.4   Regulatory Authorization.......................... 25
     7.5   Fulfillment of Conditions......................... 25
     7.6   Announcements..................................... 26
     7.7   Employees......................................... 26
           (a)   Employment Offers........................... 26
           (b)   Benefits.................................... 26
     7.8   Transition and Post-Closing Cooperation........... 26
     7.9   Allocation of Consideration....................... 27
     7.10  Bulk Sales Act.................................... 27
     7.11  Further Assurances and Access to Records.......... 28
     7.12  Approval of Transactions.......................... 29
     7.13  Subcontract....................................... 29

ARTICLE VIII
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PRIME SPOT........ 30
     8.1   Representations and Warranties True............... 31
     8.2   Covenants Performed............................... 31
     8.3   Resolutions of Directors.......................... 31
     8.4   Litigation........................................ 32
     8.5   Mall Operating Agreements......................... 32
     8.6   Opinion........................................... 32
     8.7   Government Approval............................... 32

ARTICLE IX
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF FOOD COURT........ 33
     9.1   Representations and Warranties True............... 33
     9.2   Covenants Performed............................... 33
     9.3   Resolutions of Directors.......................... 33
     9.4   Litigation........................................ 34
     9.5   Opinion........................................... 34
     9.6   Government Approval............................... 34

ARTICLE X
SURVIVAL AND INDEMNIFICATION................................. 34
     10.1  Survival of Representations, Etc.................. 34
     10.2  Indemnification by Food Court..................... 35
     10.3  Indemnification by Prime Spot..................... 36
     10.4  Indemnification Procedures........................ 36

ARTICLE XI
GENERAL...................................................... 39
     11.1  Termination....................................... 39
     11.2  Books and Records................................. 39
     11.3  Notices........................................... 39
     11.4  Integration and Modification...................... 40
     11.5  Governing Law..................................... 41
     11.6  Binding Effect; No Assignment..................... 41
     11.7  Counterparts...................................... 41
     11.8  Miscellaneous Rules of Construction............... 42
     11.9  Expenses.......................................... 42
     11.10 Waiver............................................ 42

<PAGE>
                            EXHIBITS

4.2(i)     Bill of Sale

4.2(ii)    Assignment of Intangible Assets

4.1(iii)   Assignment and Assumption Agreement

4.1(iv)    Assignment of Marks



                            SCHEDULES

1.9        Contracts

1.12       Equipment

1.23       Marks

Article V  Disclosure Schedule

5.5        Financial Statements

7.9        Section 1060 Allocation
<PAGE>
               ASSET PURCHASE AND SALE AGREEMENT 

           THIS AGREEMENT is made and entered into as of this     
day of April, 1998 by and between FOOD COURT ENTERTAINMENT
NETWORK, INC., a Delaware corporation with its principal place of
business at 220 East 42nd Street, New York, NY 10017, USA, ("Food
Court"), and PRIME SPOT MEDIA U.S.A., INC., a New York
corporation with its principal place of business in care of
Satterlee Stephens Burke & Burke LLP, 230 Park Avenue, New York,
NY 10169 ("Prime Spot").
                      W I T N E S S E T H:
           WHEREAS, Food Court owns and operates a television
network and related equipment and transmits and displays
television programming within shopping malls; and 
           WHEREAS, Prime Spot desires to purchase certain Food
Court assets and is willing to assume certain Food Court
liabilities associated therewith and Food Court is willing to
sell such assets and assign such liabilities to Prime Spot, upon
the terms and conditions hereinafter set forth.
           NOW, THEREFORE, in consideration of the
representations and warranties hereinafter set forth, the
covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Prime Spot and Food Court hereby agree as
follows:
                            ARTICLE I
                       CERTAIN DEFINITIONS
           As used herein, the following terms shall have the
following meanings:
           1.1   "Affiliate" means as to any Person, each other
Person that directly or indirectly controls, or is controlled by
or under common control with such Person.
           1.2   "Agreement" means this Agreement and all
exhibits, schedules or other documents which are annexed hereto
and made a part hereof.
           1.3   "Assignable Contracts" means those Mall
Operating Agreements that are assignable without consent of the
Mall Operator party.
           1.4   "Assumed Liabilities" means the liabilities to
be assumed by Prime Spot pursuant to Section 3.1.
           1.5   "Business" means the business, as currently
conducted by Food Court, of owning and operating a television
network and related equipment and transmitting and displaying
television programming within shopping malls.
           1.6   "Closing" means the meeting of the parties at
which the Purchased Assets are transferred to, and the Assumed
Liabilities are assumed by, Prime Spot and the Purchase Price is
paid to Food Court.
           1.7   "Closing Date" means 10:00 A.M., on May    ,
1998, or such other date as Prime Spot and Food Court may agree
upon in writing.
           1.8   "Consent Contracts" means those Mall Operating
Agreements that require the consent of the Mall Operator party
prior to assignment.
           1.9   "Contracts" means all contracts, licenses and
agreements between Food Court and third parties relating to the
Business that are listed on Schedule 1.7 other than Rejected
Contracts.
           1.10  "Disclosure Schedule" means the attached
schedule of exceptions to Seller's representations and warranties
that is attached as Schedule Article V.
           1.11  "Documents" means the documents described in
Sections 4.2 and 4.3.
           1.12  "Equipment" means all of the tangible personal
property listed on Schedule 1.9.
           1.13  "Escrow Agent" means Prime Spot's counsel,
Satterlee Stephens Burke & Burke LLP.
           1.14  "Escrow Closing" has the meaning set forth in
Section 2.2.
           1.15  "Escrowed Funds" means the money that has been
deposited in escrow by Prime Spot with the Escrow Agent as
described in Section 2.3(a).
           1.16  "Excluded Assets" means:
                 (a)   all cash or cash equivalents on hand or on
deposit as of the Closing Date;
                 (b)   all accounts receivable generated by the
Business prior to the Closing Date;
                 (c)   all real property or interests in real
property;
                 (d)   all Rejected Agreements and all Equipment
and Permits that are specifically related to Rejected Agreements;
and
                 (e)   all other properties and assets that do
not constitute part of the Purchased Assets.
           1.17  "Excluded Liabilities" has the meaning set forth
in Section 3.2.
           1.18  "Intangible Assets" means (a) the Marks; (b) all
of Food Court's rights in computer software, operating systems
and applications owned by Food Court or used in the Business;
(c) all of Food Court's rights to all programming and graphics
owned or licensed by Food Court or used in the Business; and
(d) all of Food Court's rights in slogans, technology, know-how,
trade secrets, logos, copyright interests, service marks, trade
names and rights to trade dress and designs relating to the
Business.
           1.19  "Inventory" means all (a) hardcopy, film,
videotape, audio tape and other electronic versions of materials
that have been or could be incorporated in television
programming; (b) all manuals, reference works and other print or
electronic materials relating to the production or transmission
of television programming; and (c) all raw materials, work-in-
process and supplies on hand or on order as of the Closing Date.
           1.20  "Mall Operators" means all operators of shopping
malls that are parties to Mall Operating Agreements.
           1.21  "Mall Operating Agreements" means those
Contracts listed as Mall Operating Agreements on Schedule 1.9.
           1.22  "Mall Payments" has the meaning set forth in
Section 7.13.
           1.23  "Marks" means the trademarks appearing on
Schedule 1.23, and all of Food Court's rights under the
registrations and applications in respect of such trademarks and
the goodwill associated therewith.
           1.24  "Material Adverse Effect" means an effect that
is, or could be, materially adverse to all or a substantial
portion of the Purchased Assets, to the financial or other
condition or prospects of the Business, or to the consummation of
the Transaction.
           1.25  "Miscellaneous Assets" means the following
assets to the extent that they are related to the Business:
sales, promotion and advertising materials; business records
(including data processing records) and books of account; records
relating to the research and development of products, processes
or services for the Business; records relating to electronic
media; and Food Court's customer lists and files. 
           1.26  "Permits" means all government licenses that are
required to permit transmission of television signals in the
manner that Food Court now transmits television signals and all
other permits, licenses, orders and approvals of all federal,
state and local governmental agencies or regulatory bodies
required for Food Court's conduct of the Business.
           1.27  "Person" means any individual or partnership,
corporation, association, trust or other entity.
           1.28  "Purchase Price" means the price set forth in
Section 2.2.
           1.29  "Purchased Assets" means all of Food Court's
rights owned on the Closing Date in:
                 (i)   the Marks and other Intangible Assets;
                 (ii)  the Contracts;
                 (iii) the Equipment;
                 (iv)  the Inventory;
                 (v)   the Permits; and    
                 (vi)  the Miscellaneous Assets;
exclusive of the Excluded Assets.
           1.30  "Rejected Agreement" means an Unassignable
Contract that Prime Spot elects at Closing not to assume.
           1.31  "Subcontract" means the agreement as described
in Section 7.13 that is executed by Prime Spot and Food Court
concurrently with this Agreement.
           1.32  "Taxes" means all federal, state, local or
foreign taxes, including, without limitation, income, gross
receipts, value added, ad valorem, profits, payroll, stamp,
occupational, premium, severance, property, production, sales,
use, license, excise, franchise, employment, withholding or
similar taxes, together with any interest, additions or penalties
with respect thereto and any interest in respect of such
additions or penalties.
           1.33  "Transaction" means the transaction contemplated
by this Agreement.
           1.34  "Unassignable Contract" means a Consent Contract
for which Food Court does not obtain the Mall Operator's consent
required by Section 7.3.

                           ARTICLE II
              PURCHASE AND SALE OF PURCHASED ASSETS
           2.1   Purchase of Assets.  Subject to the terms and
conditions herein set forth, on the Closing Date, Prime Spot will
purchase and acquire the Purchased Assets from Food Court and
Food Court will sell, assign, convey and transfer the Purchased
Assets to Prime Spot.
           2.2   Escrow Closing. This Transaction shall close in
escrow (the "Escrow Closing") concurrent with the execution of
this Agreement.  At the Escrow Closing, all funds required to be
paid pursuant to Section 2.4 and all fully-executed Documents
shall be delivered to the Escrow Agent which, at the appropriate
time, shall distribute all such funds and Documents as provided
in Section 2.6.
           2.3   Purchase Price.  The purchase price for the
Purchased Assets and Food Court's other obligations under this
Agreement shall be $450,000.00.
           2.4   Payment of Purchase Price.  Prime Spot has
heretofore paid $45,000 of the Purchase Price to the Escrow
Agent.  At the Escrow Closing, Prime Spot shall pay to the Escrow
Agent $405,000.
           2.5   Expenses of Transfer and Taxes.   All sales or
use Taxes arising out of the sale of the Purchased Assets to
Prime Spot, all costs and expenses attributable to the transfer
of title to the Intangible Assets, including without limitation
all filing, recording and registration fees, costs and expenses
relating thereto and all costs of packing and delivering
Equipment, Inventory and Miscellaneous Assets to Prime Spot shall
be paid by Prime Spot.
           2.6   Escrow Funds.  Escrow Agent acknowledges that it
has received the Escrowed Funds and the Documents in escrow. 
Escrow Agent, Food Court and Prime Spot agree that Escrow Agent
is to hold and disburse or distribute the Escrowed Funds and the
Documents as follows:
                 2.6.1 Escrow Agent shall hold the Escrowed Funds
in its IOLA ("Interest on Lawyer Account") account which, Food
Court and Prime Spot acknowledge, does not pay any interest on
deposited funds.
                 2.6.2 In the event that the parties notify the
Escrow Agent that the Transaction is completed, the Escrow Agent
shall immediately pay the Escrowed Funds to Food Court and shall
immediately distribute each of the Documents to the appropriate
party.
                 2.6.3 Notwithstanding Section 2.6.2, Escrow
Agent shall (a) as agent for the parties, strike from the
Assignment and Assumption Agreement (as that term is defined in
Section 4.2 (iii)) all references to each Rejected Contract, and
(b) reduce the amount payable to Food Court by, and return to
Prime Spot, an amount equal to $22,500 for each Rejected
Contract.
                 2.6.4 If Escrow Agent receives notice from Prime
Spot that an Escrow Return Event has occurred, Escrow Agent shall
so notify Food Court which may, within the succeeding ten days,
notify Escrow Agent that Escrow Agent, at their option, shall
either (a) continue to hold the Escrow Funds and the Documents
until it receives instructions jointly from the parties or
(b) pay the Escrow Funds, and deliver the Documents, into court
pursuant to Section 2.6.5.  An "Escrow Return Event" means that
the Transaction will not be completed because (c) Food Court has
misrepresented or omitted a material fact with respect to the
Mall Operating Agreements or the Equipment, (d) this Agreement
has been terminated pursuant to Section 11.1, (e) the transaction
contemplated by this Agreement requires the approval of Food
Court's shareholders but such approval has not been obtained and
Food Court has not otherwise been authorized to complete this
Transaction in a manner for which Food Court counsel has
furnished an opinion reasonably satisfactory to Prime Spot
counsel, or (h) any other Article VIII condition has neither been
satisfied or waived.
                 2.6.5 With respect to the duties of the Escrow
Agent, the parties acknowledge: 
                 (i)   The Escrow Agent accepted the Escrowed
           Funds merely to act as an escrow agent and solely to
           accommodate the parties.  Accordingly, the Escrow
           Agent is not assuming nor guaranteeing the performance
           of either of the parties' obligations hereunder. 
           Neither of the parties, nor any of their respective
           agents or assignees, shall make any claim against the
           Escrow Agent relating to the Escrowed Funds or the
           Documents, except for claims arising from Escrow
           Agent's willful misconduct or gross negligence.
                 (ii)  Escrow Agent may act or refrain from
           acting in respect of any matter referred to herein in
           full reliance upon and with the advice of counsel
           which may be selected by it (including any member of
           its firm) and shall be fully protected in so acting or
           refraining from acting upon the advice of such
           counsel.
                 (iii) Escrow Agent or any member of its firm
           shall be permitted to act as counsel for Prime Spot in
           any dispute between the parties whether or not Escrow
           Agent continues to act as Escrow Agent.
                 2.6.6 The parties to this Agreement, jointly and
severally, agree to hold Escrow Agent harmless from and against
all costs, claims and expenses (including reasonable attorneys'
fees) incurred in connection with the performance of Escrow
Agent's duties hereunder, except to the extent that it is finally
determined by any court of competent jurisdiction that any
actions or omissions of Escrow Agent were taken or suffered by
Escrow Agent constitute wilful misconduct or gross negligence on
the part of Escrow Agent.  If a dispute should arise among the
parties or with any other Person as to proper disbursement of
Escrowed Funds or proper distribution of the Documents, the
Escrow Agent may commence an interpleader action in any court
having jurisdiction and deposit with the court some or all of the
Escrowed Funds and Documents.  Upon the commencement of any such
interpleader action, the Escrow Agent shall be absolved from any
claim or liability with respect thereto.

                           ARTICLE III
                       ASSUMED LIABILITIES
           3.1   Assumption of Liabilities.  On the Closing Date,
Prime Spot shall assume and agree to perform and discharge when
due all of Food Court's obligations thereafter arising under the
Assignable Contracts and under each Consent Contract for which
the consent of the relevant Mall Operator has been obtained.
           3.2   Excluded Liabilities.  Notwithstanding anything
to the contrary contained herein, Prime Spot is not assuming, and
does not have any responsibility or liability for the following
debts, liabilities and obligations (the "Excluded Liabilities"):
                 (a)   Any liabilities arising out of or relating
to the Excluded Assets;
                 (b)   Any liabilities for Taxes relating to the
Business imposed with respect to taxable periods, or portions
thereof, ending on or before the Closing Date;
                 (c)   Any intercompany or intracompany accounts
payable or any other claims by or amounts due to any shareholder,
officer or director of Food Court;
                 (d)   Any of Food Court's accounts payable or
trade obligations that arose prior to the Closing Date;
                 (e)   Any pension, welfare, severance or other
obligations to Food Court's employees;
                 (f)   Any other debts, liabilities and
obligations for which Prime Spot has not expressly assumed
responsibility pursuant to this Agreement; and
                 (g)   Any debts, liabilities or obligations
whatsoever, whether arising before or after the Closing and
whether known or unknown, fixed or contingent, that are not
Assumed Liabilities.

                           ARTICLE IV
                           THE CLOSING
           4.1   Time and Place.  The Closing shall take place on
the Closing Date at the offices of Satterlee Stephens Burke &
Burke LLP, 230 Park Avenue, New York, New York 10169, or at such
other place as Prime Spot and Food Court may agree in writing. 
The Closing Date shall occur within three days after the earliest
of (a) the closing of an acquisition by Food Court of assets or
of one or more companies whereby the Purchased Assets will not be
"substantially all of [Food Court's] property and assets", as
that term is used in Section 271 of the Delaware General
Corporation Law, (b) the approval of the Transaction by Food
Court shareholders, or (c) the occurrence of such other event or
action that provides Food Court with legal authorization to
complete the Transaction.
           4.2   Deliveries by Food Court.  At the Escrow
Closing, Food Court shall deposit in escrow with the Escrow
Agent, in order to sell, assign, convey and transfer the
Purchased Assets or cause the same to be assigned, conveyed and
transferred to Prime Spot, all such executed bills of sale,
deeds, endorsements, assignments and other good and sufficient
instruments of transfer and conveyance in form reasonably
satisfactory to Prime Spot and its counsel, including, but not
limited to:
                 (i)   the Bill of Sale in substantially the form
                       attached as Exhibit 4.2(i) hereto fully
                       executed by Food Court;

                 (ii)  The Assignment of Intangible Assets in
                       substantially the form attached as Exhibit
                       4.2(ii) hereto fully executed by Food
                       Court;

                 (iii) An instrument, fully executed by Food
                       Court, by which Food Court assigns the
                       Contracts including at least twelve
                       Assignable Contracts and Prime Spot
                       assumes the Assumed Liabilities as of the
                       Closing Date, in the form attached hereto
                       as Exhibit 4.2(iii) (the "Assignment and
                       Assumption Agreement");

                 (iv)  The Assignment of Marks in the form
                       attached as Exhibit 4.2(iv) hereto fully
                       executed by Food Court;

                 (v)   The consents referred to in Section 7.3(a)
                       for each Consent Contracts for which such
                       a consent has been obtained.

                 (vi)  The assignment of all Permits if any, in
                       such form as is appropriate, together with
                       the consent of each government agency that
                       may be required to permit Prime Spot to
                       succeed Food Court in conducting the
                       Business as it has been conducted by Food
                       Court.

                 (vii) Such other duly executed instruments of
                       conveyance and transfer of the Purchased
                       Assets (including notices to third
                       parties) as Prime Spot may reasonably
                       request; and

                 (viii)     The documents referred to in
                            Sections 8.1, 8.2, 8.3 and 8.7.
           4.3   Deliveries by Prime Spot.  At the Escrow
Closing, Prime Spot shall deliver in escrow to the Escrow Agent
either a check, or written confirmation of the wire transfer to
the Escrow Agent at such bank account as the Escrow Agent shall
have designated in writing to Prime Spot prior to the Escrow
Closing, in the amount payable to Food Court pursuant to
Section 2.4(b) and shall execute and deliver to the Escrow Agent
the following instruments and documents in form reasonably
satisfactory to Food Court and its counsel:
                 (i)   The Assignment and Assumption Agreement
                       fully executed by Prime Spot;

                 (ii)  The documents referred to in Sections 9.1,
                       9.2 and 9.3 hereof.

                            ARTICLE V
                 REPRESENTATIONS AND WARRANTIES
                          OF FOOD COURT        
           Food Court represents and warrants to Prime Spot as
follows:
           5.1   Organization and Good Standing.  Food Court is a
corporation, validly existing and in good standing under the laws
of the State of Delaware; it is qualified to do business in each
other state where its assets or activities require such
qualification; and it has all requisite corporate power and
authority to own, lease and operate the Purchased Assets.
           5.2   Corporate Authority.  Food Court has full
corporate authority and power to execute, deliver and perform
this Agreement in accordance with its terms; this Agreement and
the Transaction on Food Court's part to be performed have been
duly authorized by Food Court's directors and on the Closing Date
no further authorization or approval of Food Court's
stockholders, directors or creditors or from any court or
administrative agency will be necessary therefor or to permit
Prime Spot to operate the Business.
           5.3   No Breach.  The execution and delivery of this
Agreement and the consummation of the transactions contemplated
hereby will not result in a breach, violation or default or give
rise to an event which, either with or without notice or the
passage of time, or both, would result in a breach or violation
of any of the terms or provisions of Food Court's Certificate of
Incorporation or By-Laws, as amended through the date hereof, or
constitute or result in a breach, violation or default under any
applicable statute, governmental regulation or rule, or any
Contract or other note, bond, mortgage, lease, license, permit,
indenture, agreement, judgment, decree, order or other
instrument, obligation or restriction to which Food Court is a
party or by which Food Court or any of the Purchased Assets is
bound.
           5.4   Valid Agreement.  This Agreement constitutes a
valid and binding obligation of Food Court, enforceable against
Food Court in accordance with its terms, except that enforcement
may be subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws
affecting the rights and remedies of creditors generally.
           5.5   Financial Data.  Within two days after Food
Court makes any filing (including its December 31, 1997 Form
10KSB) with the Securities and Exchange Commission it shall
furnish a copy thereof to Prime Spot.  All financial statements
in such filing will be, and all financial statements set forth in
Schedule 5.5 (collectively, the "Financial Statements"), have
been prepared by Food Court's independent auditors from Food
Court's books and records in accordance with generally accepted
accounting practices, consistently applied, and fairly present
the financial condition and results of operations of Food Court
and the Business as of such dates and for the periods then ended.
           5.6   Operation of Business.  Except as and to the
extent disclosed in the Disclosure Schedule, since June 30, 1997,
(a) Food Court has:
                 (i)   not incurred any obligations or
           liabilities, absolute or contingent, for which Prime
           Spot will be liable or otherwise responsible except
           obligations under the Contracts incurred in the
           ordinary course of business;
                 (ii)  not mortgaged, pledged or subjected any of
           the Purchased Assets to any lien, charge or any other
           encumbrance, except for minor imperfections of title
           and liens and encumbrances not otherwise identified in
           the Disclosure Schedule which do not affect the
           Transaction or detract from the value of or impair the
           use of the Purchased Assets as such assets are
           currently utilized by Food Court;
                 (iii) not created, incurred, assumed, guaranteed
           or otherwise become liable with respect to any
           material indebtedness for money borrowed relating to
           or otherwise affecting any of the Purchased Assets;
                 (iv)  not experienced any change in its
           relationships with Mall Operators, except for changes
           in the ordinary course of business; and
                 (b)   Food Court has not received any written or
oral notice from any Mall Operator that it intends to cease doing
business with Food Court; and Food Court has no reason to believe
that any such event will occur.
           5.7   Contracts.  The Contracts constitute all Mall
Operator Agreements, and license agreements and maintenance
agreements, if any, relating to the Equipment or otherwise
relating to the Purchased Assets that are necessary or material
to the Business.  All of the Contracts are in full force and
effect as of the date hereof, and to Food Court's knowledge, the
parties thereto are in compliance with the material terms
thereof.  Except as otherwise noted or in the Disclosure
Schedule, no event exists which, after the passage of time or the
giving of notice, or both, would give rise to a material breach,
violation or default by Food Court under any of the Contracts and
no Mall Operator has informed Food Court that it intends to
terminate a Mall Operating Agreement before the agreement by its
terms would expire.
           5.8   Compliance with Applicable Law.
                 (a)  Food Court is in compliance with all
applicable U.S. federal, state, local or municipal laws,
ordinances, certificates of occupancy, rules or regulations,
except to the extent that noncompliance therewith would not have
a Material Adverse Effect.  Food Court is not presently subject
to, in violation of or in default with respect to, any judgment,
order, writ, injunction or decree of any U.S. federal, state,
municipal, or other court or governmental department, commission,
board, agency or instrumentality.
                 (b)   No Permits have been required for Food
Court's conduct of the Business and no approval or authorization
of or filing with any federal, state or local governmental
authority is required as a condition to the execution and
delivery of this Agreement, the consummation of the Transaction
or the operation of the Business by Prime Spot.
           5.9   Legal Proceedings.  Except as disclosed in the
Disclosure Schedule, there are no civil, criminal, administrative
or other legal proceedings or investigations pending or, to Food
Court's knowledge, threatened, against it relating to the
Business which, if adversely determined, would have a Material
Adverse Effect or which question or challenge the validity of
this Agreement, the Transactions or any action taken or to be
taken by it in connection therewith, or its ability to perform
its obligations hereunder.
           5.10  Labor Matters.  Food Court is not a party to any
collective bargaining agreement or labor or employee-related
agreements with respect to the Business to which Prime Spot will
become subject by reason of its terms or by reason of law.
           5.11  Taxes.  All federal, state, and local Tax
returns and reports which are required by law to be filed by Food
Court have been filed and all Taxes shown thereon to be due and
payable by it have been paid or an adequate reserve therefor
established by Food Court.
           5.12  Purchased Assets.
                 (a)  Food Court has good and marketable title to
the Purchased Assets free and clear of all mortgages, liens,
pledges, charges, encumbrances or restrictions of any nature
whatsoever, except for Permitted Liens.
                 (b)   Except as disclosed on the Disclosure
Schedule:
                 (i)   The Purchased Assets constitute all the
           assets that are used in connection with or are
           necessary to conduct the Business as it is currently
           being conducted by Food Court.
                 (ii)  Except for normal wear and tear, the
           Equipment is in good working order and in satisfactory
           condition for use in the ordinary course of the
           Business consistent with Food Court's past practice,
           and in material compliance with all applicable fire,
           zoning, building, safety and other similar laws,
           ordinances and codes.
           5.13  Intangible Assets.   Food Court is the sole
owner of the Intangible Assets.  The Intangible Assets include
all trademarks and other intellectual property interests that are
used in connection with or are necessary for the operation of the
Business as presently conducted by Food Court.  All registrations
of the Marks listed on Schedule 1.19 are in full force and
effect.  There are no infringement, interference opposition,
cancellation or misappropriation claims threatened or any
proceedings pending relating to any of the Intangible Assets. 
Except as shown on the Disclosure Schedule, Food Court is not a
licensor or licensee in respect of any Intangible Assets, nor has
it granted any rights thereto or interests therein to any Person. 
           5.14  Environment, Health and Safety.
                 (i)  Food Court has complied fully and continues
to be in full compliance with all Environmental, Health, and
Safety Laws (as defined below).  No action, suit, proceeding,
hearing, investigation, charge, complaint, claim, demand, or
notice has been filed, commenced or, to Food Court's knowledge,
threatened against Food Court in connection with its conduct of
the Business alleging any failure so to comply and Food Court has
received no notice of and neither knows of nor suspects, nor has
any reason to know of or suspect, any fact relating to the
present or prior use, ownership or occupancy of the Purchased
Assets which might constitute a violation of any Environmental,
Health or Safety Law.
                 (ii)  For purposes of this Section 5.14,
"Environmental, Health and Safety Laws" means all laws (including
rules, regulations, building and safety codes, plans,
injunctions, judgments, orders, decrees, rulings and charges
thereunder) of federal, state and local governments (and all
agencies thereof) applicable to Food Court, the Purchased Assets
or the Business concerning pollution or protection of the
environment, public health and safety or employee health and
safety.
           5.15  Absence of False or Misleading Information.  No
representation or warranty of Food Court contained herein, or
information with respect to Food Court contained herein, or in
the Schedules, Disclosure Schedule or in any written statement,
certificate or other schedule furnished or to be furnished to
Prime Spot by Food Court pursuant hereto or in connection with
the Transaction, contains or will contain any untrue statement of
a material fact or omits or will omit to state any material fact
necessary to make the statement herein or therein not false or
misleading.

                           ARTICLE VI
                 REPRESENTATIONS AND WARRANTIES
                          OF PRIME SPOT        

           Prime Spot hereby represents and warrants to Food
Court as follows:
           6.1   Organization and Good Standing.  Prime Spot is a
corporation duly organized, validly existing and in good standing
under the laws of the State of New York.
           6.2   Corporate Authority.  Prime Spot has full
authority and power to execute and to perform this Agreement in
accordance with its terms; this Agreement and all transactions
contemplated hereby have been duly authorized by all requisite
corporate action of Prime Spot and no further authorization or
approval of the shareholders or directors of Prime Spot is
necessary therefor or to permit Prime Spot to operate the
Business.
           6.3   No Breach.  The Transaction will not result in a
breach, violation or default or give rise to an event which,
either with or without notice or the passage of time, or both,
would result in a breach, violation or default of any of the
terms or provisions of Prime Spot's Charter or Articles of
Association, or of any statute, governmental rule or regulation,
note, bond, mortgage, license, permit, indenture, agreement,
judgment, decree or other instrument or restriction to which
Prime Spot is a party or by which it is bound, except that
consent to this Transaction must be granted by the Vancouver
Stock Exchange.
           6.4   Valid Agreement.  This Agreement constitutes a
valid and binding obligation of Prime Spot, enforceable against
Prime Spot in accordance with its terms, except that enforcement
may be subject to applicable bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar laws
affecting the rights and remedies of creditors generally.
           6.5   Legal Proceedings.  There are no civil,
criminal, administrative or other proceedings or investigations
pending, or to Prime Spot's knowledge, threatened against it
which question or challenge the validity of this Agreement, any
of the transactions contemplated hereby or any action taken or to
be taken by it in connection therewith, or its ability to perform
its obligations hereunder.
           6.6   Compliance with Applicable Law.  To the best of
its knowledge, Prime Spot is in compliance with all U.S. federal,
state, local and municipal laws, ordinances, certificates of
occupancy, rules or regulations, except to the extent that
noncompliance therewith would not have a Material Adverse Effect.

                           ARTICLE VII
               ADDITIONAL COVENANTS AND AGREEMENTS
            7.1   Conduct of Food Court's Business.  During the
period from the date hereof through the Closing Date, except as
otherwise agreed to by Prime Spot:
                 (a)   Food Court shall conduct the Business in
the ordinary and usual course, consistent with past practice;
shall maintain its financial books and records in accordance with
generally accepted accounting principles, consistently applied
and shall keep its other books, records and files current and
complete; shall maintain its relationships with and the goodwill
of Persons doing business with it; and shall take such actions as
may be necessary to protect and preserve the Purchased Assets, or
any part thereof.
                 (b)   Except in the ordinary course of the
Business, Food Court shall not:
                 (i)   mortgage, pledge or otherwise encumber any
           of the Purchased Assets, or subject them to any lien,
           except for Permitted Liens;
                 (ii)  sell or transfer any of the Purchased
           Assets; or
                 (iii) make any commitment or incur any
           obligation that constitutes an Assumed Liability.
                 (c)   Food Court will not cause any Contract to
lapse, expire or otherwise terminate, and will comply with all
laws and agreements applicable to the conduct of the Business but
this covenant shall not be deemed to have been breached if a
Contract is terminated by reason of Prime Spot's misperformance
of the Subcontract.
           7.2   Investigation by Prime Spot.  During the period
from the date hereof through the Closing Date, Prime Spot and its
authorized representatives shall, upon reasonable notice and at
Prime Spot's cost, have access during normal business hours to
all employees, properties, books, records, contracts and
documents relating to the Business and Food Court shall furnish
or cause to be furnished to Prime Spot and its authorized
representatives at its cost such information relating to the
Business as Prime Spot may reasonably request.  No investigation
pursuant to this Section 7.2 shall affect any representation or
warranty made by Food Court hereunder.
           7.3   Consents.  (a) As soon as practicable after the
date hereof, Food Court shall use its best efforts (and Prime
Spot shall provide reasonable cooperation) to obtain such
consents, waivers and approvals, in form and substance reasonably
acceptable to Prime Spot, from Mall Operators and any other
parties to Consent Contracts as may be necessary to permit the
assignment of Consent Contracts and the transfer of the Purchased
Assets to Prime Spot.
                 (b)   This Agreement shall not constitute an
assignment to Prime Spot of any Consent Contract or of any other
Contract that may not be assigned without the consent of another
Person or of Prime Spot's assumption of Food Court's obligations
thereunder if such assignment or attempted assignment and
assumption would constitute a breach thereof.  If any such
consent cannot be obtained, Food Court shall use its best efforts
to secure for Prime Spot the benefits heretofore available to
Food Court under the relevant Contract.
           7.4   Regulatory Authorization.   Food Court and Prime
Spot shall use their best efforts to obtain as soon as
practicable all consents, waivers, and approvals of and by all
courts and governmental authorities that are necessary, if any,
for this Transaction and for the conduct of the Business by Prime
Spot.
           7.5   Fulfillment of Conditions.  Each of Food Court
and Prime Spot will take all actions within its control to
fulfill as soon as practicable the conditions set forth in
Articles VIII and IX hereof, respectively.
           7.6   Announcements.  No announcement or press release
shall be made by either Food Court or Prime Spot relating to this
Transaction unless approved in writing in advance by the other
party hereto, except that any party hereto may make such
announcement, press release or other report as may be required by
any applicable provincial, federal or state law or regulation or
by the rules of any stock exchange or other market in which the
party's securities are traded.
           7.7   Employees of the Business.
                 (a)   Employment Offers.  Prime Spot may, but
shall not be obligated to, offer employment to any employee of
Food Court.
                 (b)   Benefits.  Prime Spot shall not be
obligated to maintain any Food Court employee benefit plan or to
pay any benefit to any Food Court employee.  In the event that
Prime Spot employs any Food Court employee, it shall not be
required to recognize any years of service recognized under Food
Court employee welfare plans for purposes of determining
eligibility for participation or benefits under Prime Spot
welfare plans.
           7.8   Transition and Post-Closing Cooperation.   After
the Closing Date, Food Court will cooperate with Prime Spot to
assist in effecting an orderly transfer of the operations of the
Business, including but not limited to reasonable assistance in
transferring accounting and operational information, establishing
relationships with Mall Operators, advertisers and creators of
programming, and notifying third parties that all Purchased
Assets have been conveyed to Prime Spot.  Subject to the terms
and conditions hereof, each party shall use all reasonable
efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate and make the
Transaction effective.
           7.9   Allocation of Consideration.  The parties hereby
allocate the total consideration transferred by Prime Spot to
Food Court pursuant to this Agreement (the "Consideration") in
accordance with provisions of Section 1060 of the Code as set
forth in Schedule 7.9.  Food Court and Prime Spot agree to
prepare, or cause to be prepared, and file, or cause to be filed,
an IRS Form 8594 in a timely fashion in accordance with the rules
under Section 1060 of the Code.  The determination and allocation
of the Consideration derived pursuant to this subsection shall be
binding on Prime Spot and Food Court for all tax reporting
purposes.
            7.10  Bulk Sales Act.  At least 20 days before the
Closing Date, Food Court shall furnish to Prime Spot a sworn list
of all of Food Court's creditors as required by, and with the
detail provided in, Section 6-104 of the New York Uniform
Commercial Code so that Prime Spot can give timely notice of this
Transaction to all of Food Court's creditors.  Food Court shall
cooperate with Prime Spot in providing such additional
information as may be necessary to comply with the bulk sales
provisions of the New York Uniform Commercial Code. 
Nevertheless, Prime Spot, by notice to Food Court, may waive Food
Court's compliance with this Section 7.10.
           7.11  Further Assurances and Access to Records.
                 (a) Food Court hereby agrees that it will at any
time and from time to time following the Closing Date, upon
request of Prime Spot, execute, acknowledge and deliver, or will
cause to be executed, acknowledged and delivered, all such
further acknowledgments, deeds, assignments, transfers,
conveyances and assurances as may be reasonable and necessary to
further confirm the assignments and conveyances to Prime Spot, or
to assist in collecting and taking possession of any Purchased
Assets.
                 (b)   After the Closing Date, Food Court, its
authorized representatives, and representatives of federal and
state taxing authorities shall have full access to inspect and
copy during normal business hours all books and records delivered
to Prime Spot by Food Court pursuant to Section 11.2 or which
otherwise concern the Business prior to the Closing Date.  Prime
Spot shall maintain such books and records for a period of not
less than two (2) years following the Closing.  Prime Spot will
cooperate with Food Court and will, at Food Court's cost, produce
such personnel, documents and other data at its disposal which
Food Court may reasonably request pertinent to any claim or
action by or against Food Court relating to the Business.
           7.12  Approval of Transactions.
                 (a)   Food Court represents that it has entered
into a letter of intent to acquire shares of certain operating
companies in exchange for Food Court common shares (the "Food
Court Acquisitions") and that in the event that transaction is
completed the Purchased Assets would no longer constitute
substantially all of the property and assets of Food Court.  If
the Food Court Acquisition is closed on or before May 31, 1998,
Food Court shall so notify Prime Spot and Closing of this
Transaction shall occur within three business days after that
notice.
                 (b)  In the event that the Food Court
Acquisition does not close by May 31, 1998, Food Court shall
solicit its shareholders for their approval of this Agreement at
the earliest possible time thereafter, in which solicitation Food
Court shall notify its shareholders that Food Court's directors
have approved, and recommend shareholder approval of, this
Agreement.  Prime Spot shall pay 50% of the cost of proxy
solicitation up to $7,500 which amount shall be paid immediately
to Food Court upon presentation of the vendor's invoice and proof
of payment thereof by Food Court.
           7.13  Subcontract.  Concurrent with the execution of
this Agreement by the parties, Food Court and Prime Spot will
enter into a further agreement (the "Subcontract") by which:
                 (a)   During the period between the date of this
Agreement and the Closing Date Prime Spot will undertake to
perform, to its reasonable ability and as Food Court's
subcontractor, Food Court's obligations under those Mall
Operating Agreements for which Prime Spot is willing to perform
those services ("Subcontract Services");
                 (b)   Food Court shall make available to Prime
Spot free of charge such Food Court assets that Prime Spot
requires to perform Subcontract Services and that would be
Purchased Assets if the Closing had then occurred and shall allow
Prime Spot employees access to Food Court's South Carolina
facility in order to perform Subcontract Services;
                 (c)   Prime Spot shall, at its expense, maintain
the Equipment to the extent necessary to perform Subcontract
Services and bear the other costs of providing Subcontract
Services; and
                 (d)   All revenue generated by Prime Spot from
Mall Operating Agreements shall belong to Prime Spot from which
Prime Spot shall pay to each Mall Operator the portion of the
revenue that Food Court was obligated to pay under the relevant
Mall Operating Agreement.

                          ARTICLE VIII
      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PRIME SPOT
           The obligation of Prime Spot to consummate the
Transaction is, at the option of Prime Spot, subject to the
fulfillment prior to or on the Closing Date of each of the
following conditions, any one or more of which may be waived in
writing by Prime Spot:
           8.1   Representations and Warranties True.  All the
representations and warranties of Food Court contained in this
Agreement and in the Disclosure Schedule shall be true and
correct as of the Closing Date as if made at and as of the
Closing Date, subject to such changes or exceptions as may be
contemplated by this Agreement; and Prime Spot shall have
received one or more certificates to such effect executed by the
President or the Treasurer of Food Court dated the Closing Date
and the confirmation of Prime Spot counsel that Food Court has
taken all corporate action required, and received all consents
necessary, to empower Food Court to perform this Agreement.
           8.2   Covenants Performed.  Food Court shall have
performed and complied or shall have caused the performance and
compliance with all covenants and agreements required by this
Agreement on its part to be performed or complied with prior to
or on the Closing Date, and Prime Spot shall have received a
certificate to such effect executed by the President or the
Treasurer of Food Court dated the Closing Date.
           8.3   Resolutions of Directors.  Food Court shall have
delivered to Prime Spot copies of resolutions of its Board of
Directors and, if necessary, of its shareholders authorizing or
ratifying the execution, delivery and performance by it of this
Agreement, certified by its corporate Secretary.
           8.4   Litigation.  There shall be no injunction,
restraining order, or other order of any nature issued by a court
of competent jurisdiction, or any attachment or lis pendens filed
in any jurisdiction with respect to all or any material portion
of the Purchased Assets or which shall direct that this Agreement
or any of the transactions contemplated hereby not be consummated
as herein provided.
           8.5   Mall Operating Agreements.   Food Court shall
assign to Prime Spot at least 16 Mall Operating Agreements, all
of which may be Assignable Contracts or some of which may be
Consent Contracts for which Mall Operators have consented to
assignment as contemplated by Section 7.3.
           8.6   Opinion.  Food Court shall have delivered to
Prime Spot the opinion of Food Court counsel that Food Court has
full corporate authority and power to execute, deliver and
perform this Agreement in accordance with its terms and that no
further authorization or approval of Food Court's stockholders,
directors or creditors or from any court or administrative agency
will be necessary therefor.
           8.7   Government Approval.  Approval of this
Transaction shall have been granted by the Vancouver Stock
Exchange.

                           ARTICLE IX
      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF FOOD COURT
           The obligations of Food Court to consummate the
transactions contemplated hereby are, at the option of Food
Court, subject to the fulfillment prior to or on the Closing Date
of each of the following conditions, any one or more of which may
be waived in writing by Food Court:
           9.1   Representations and Warranties True.  All the
representations and warranties of Prime Spot contained in this
Agreement shall be true and correct as of the Closing Date
subject to such changes or exceptions as may be contemplated by
this Agreement; and Food Court shall have received a certificate
to such effect executed by the President or a Vice President and
the Secretary or Treasurer of Prime Spot.
           9.2   Covenants Performed.  Prime Spot shall have
performed and complied with or shall have caused the performance
and compliance with all covenants and agreements required by this
Agreement to be performed or complied with by Prime Spot prior to
or on the Closing Date, and Food Court shall have received a
certificate to such effect executed by the President or a Vice
President and the Secretary or Treasurer of Prime Spot dated the
Closing Date.
           9.3   Resolutions of Directors.  Prime Spot shall have
delivered to Food Court copies of the resolutions of its Board of
Directors authorizing or ratifying the execution, delivery and
performance of this Agreement, certified by the corporate
Secretary of Prime Spot.
           9.4   Litigation.  There shall be no injunction,
restraining order, or other order of any nature, issued by a
court of competent jurisdiction, which shall direct that this
Agreement or any of the transactions contemplated hereby not be
consummated as herein provided.
           9.5   Opinion.  Prime Spot shall have delivered to
Food Court the opinion of Prime Spot counsel that Prime Spot has
full corporate authority and power to execute, deliver and
perform this Agreement in accordance with its terms and no
further authorization or approval of Prime Spot's shareholder,
directors or creditors or from any court of administrative agency
will be necessary therefor.
           9.6   Government Approval.  Approval of this
Transaction shall have been granted by the Vancouver Stock
Exchange.

                            ARTICLE X
                  SURVIVAL AND INDEMNIFICATION
           10.1  Survival of Representations, Etc.  All
representations, warranties and indemnities made by a party in
this Agreement or pursuant hereto shall not be affected by any
investigation at any time made by or on behalf of any other party
hereto and shall survive the Closing hereunder, but shall
terminate and expire on December 31, 2000, except as otherwise
specifically provided herein and except that each party's
warranties shall survive until December 31, 2003 and Food Court's
representations and warranties made in Sections 5.12(a), 5.13 and
5.14 shall survive indefinitely.
           10.2  Indemnification by Food Court.  Food Court
hereby agrees, jointly and severally, to indemnify and hold Prime
Spot harmless from and against any and all damages, losses,
settlement payments, liabilities, judgments, penalties, interest
and reasonable costs and expenses (including, without limitation,
reasonable attorneys' fees and disbursements) (collectively,
"Losses") suffered, asserted against or required to be paid by
Prime Spot arising out of or in connection with:
                 (a)   the assertion against Prime Spot or the
Purchased Assets of any claim arising in connection with the
conduct of the Business prior to the Closing Date, or the
ownership, operation or use of the Purchased Assets by Food Court
prior to the Closing Date;
                 (b)   any product liability or other tort
liability claim by a third party relating to operation of the
Business prior to the Closing Date;
                 (c)   the claims of brokers or finders hired by
or claiming to have been hired by Food Court;
                 (d)   noncompliance with Section 6-104 of the
New York Uniform Commercial Code (unless compliance therewith has
been waived by Prime Spot pursuant to Section 7.10); or
                 (e)   breach of any representation, warranty or
covenant of Food Court hereunder.
           10.3  Indemnification by Prime Spot.   Prime Spot
hereby agrees to indemnify and hold Food Court harmless from and
against any and all Losses suffered, asserted against or required
to be paid by Food Court arising out of or in connection with:
                 (a)   the assertion against Food Court of any
claim arising in connection with the conduct of the Business by
Prime Spot after the Closing Date, or the ownership, operation or
use of the Purchased Assets by Prime Spot after the Closing Date;
                 (b)   claims arising in connection with the
Assumed Liabilities;
                 (c)   any product liability or other tort
liability claim by a third party relating to operation of the
Business after the Closing Date;
                 (d)   the claims of brokers or finders hired by
or claiming to have been hired by Prime Spot; or
                 (e)   the breach by Prime Spot of any of its
representations, warranties or covenants hereunder.
           10.4  Indemnification Procedures.
                 (a)   A party seeking indemnification hereunder
("Indemnitee") shall give written notice to the party from which
indemnification is sought (the "Indemnitor") of any matter with
respect to which Indemnitee seeks to be indemnified (a "Claim")
within thirty (30) days after Indemnitee first has knowledge of
such Claim, unless such Claim results from any action, suit or
proceeding against the Indemnitee (a "Litigation"), in which case
such notice shall be given promptly following Indemnitee's
receipt of service of process in such Litigation, stating in such
notice the nature of the Claim, all facts known to Indemnitee
giving rise to such Claim, the amount or an estimate of the
amount of the liability arising therefrom and the status of
settlement or other negotiations, if any.
                 (b)   A claim for indemnification may, at the
option of the Indemnitee, be asserted as soon as any Claim has
been asserted by a third party in writing, regardless of whether
actual harm has been suffered or out-of-pocket expenses incurred,
provided that the Indemnitee shall have reasonably determined
that it may be entitled to indemnification hereunder in respect
to such Claim.
                 (c)   After a Claim is made, the Indemnitee
shall permit the Indemnitor, at Indemnitor's option and expense,
to assume the defense of such action, suit, proceeding, claim,
demand or assessment with full authority to conduct such defense
and the Indemnitee will cooperate fully in such defense. 
Indemnitor and Indemnitee shall cooperate with each other in the
defense of any Claim and each shall have notice of, and access
to, all discovery, trial or other proceedings and all documents
relating to any such Claim.
                 (d)   Any delay or failure to notify the
Indemnitor shall relieve the Indemnitor of its obligations
hereunder only to the extent, if at all, that it is or may be
prejudiced by reason of such delay or failure.  The Indemnitee
shall have the right to employ separate counsel in any of the
foregoing actions, claims or proceedings and to participate in
the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnitee.  In the event that the
Indemnitor fails to assume the defense of any Claim within thirty
(30) days after the Indemnitee's notice of the Claim, the
Indemnitee shall have the right to undertake the defense,
compromise or settlement of such action, claim or proceeding for
the account of the Indemnitor, subject to the right of the
Indemnitor to assume the defense of such action, claim or
proceeding with counsel reasonably satisfactory to the Indemnitee
at any time prior to the settlement, compromise or final
determination thereof.  Anything in this Section 10.4 to the
contrary notwithstanding, the Indemnitor shall not, without the
Indemnitee's prior written consent, settle or compromise any
action or claim or proceeding or consent to entry of any judgment
with respect to any such action or claim unless such settlement
or compromise requires solely the payment of money damages by the
Indemnitor and includes as an unconditional term thereof the
release by the claimant or the plaintiff of the Indemnitee from
all liability in respect of such action, claim or proceeding.

                           ARTICLE XI
                             GENERAL
           11.1  Termination.  This Agreement may be terminated
at any time prior to the Closing Date (a) by the written
agreement of the parties; (b) by Prime Spot or Food Court if
before June 30, 1998 a condition precedent to the performance by
the other party, shall become impossible to be fulfilled on or
before June 30, 1998 through no fault of the party seeking to
terminate; or (c) by Food Court or Prime Spot, if the Closing
shall not have occurred by June 30, 1998, unless such date has
been extended by written agreement signed by the parties or has
been delayed to that date by inaction of the party seeking to
terminate.  Termination of this Agreement pursuant to clause (b)
or (c) of this Section 11.1 shall be effective upon the giving of
written notice of such termination by the terminating party to
the other party.
           11.2  Books and Records.  Promptly following the
Closing Date, Food Court shall deliver to Prime Spot all of Food
Court's books, records, and other information in its custody or
control Related to the Business.
           11.3  Notices.  All notices under this Agreement shall
be in writing and shall be effective (i) upon personal delivery
against receipt therefor, (ii) if sent by mail, three business
days after deposit in the United States or the Canadian Postal
Service, first class, postage prepaid, registered or certified,
return receipt requested, (iii) upon dispatch by facsimile but
only if a copy of the notice is sent by mail on the same day, or
(iv) if sent by overnight courier, two business days after
delivery to the courier.  All notices given hereunder shall be
addressed

           in the case of 
           Food Court, to:       Food Court Entertainment, Inc.
                                 220 East 42nd Street
                                 New York, NY  10017
                                 U.S.A.

           with a copy to:       Stevens & Lee
                                 One Glenhardie Center
                                 1275 Drummers Lane
                                 P.O. Box 236
                                 Wayne, PA  19087-0236
                                 U.S.A.
                                 Attention: Stephen F. Ritner
                                 Fax No.: 610-687-1384

                 or

           in the case of
           Prime Spot, to:       Prime Spot Media, Inc.
                                 Suite 270
                                 4936-87 Street
                                 Edmonton, Alberta T6E 5W3
                                 Canada
                                 Fax No.: 403-462-8659

           with a copy to:       Satterlee Stephens Burke &
                                      Burke LLP
                                 230 Park Avenue
                                 New York, New York 10169
                                 Attention: Seth H. Dubin, Esq.
                                 Fax No.:  212-818-9606

or to such other address or to such other person as any party
hereto shall have last designated by notice to the other parties
hereto in accordance with this Section 11.3.
           11.4  Integration and Modification.  This Agreement
contains the entire agreement among the parties hereto with
respect to the Transaction and there are no agreements,
warranties or representations which are not set forth herein. 
All prior negotiations, agreements and understandings, whether
oral or written, are superseded hereby.  This Agreement may not
be modified or amended except by an instrument in writing signed
by the party against which such modification or amendment is
sought to be enforced.
           11.5  Governing Law.  This Agreement shall be governed
by a 2nd construed and enforced in accordance with the laws of
the State of New York, without giving effect to the principles of
conflicts of laws thereof.
           11.6  Binding Effect; No Assignment.  This Agreement
shall be binding upon and inure exclusively to the benefit of the
parties and the successors, assigns and legal representatives of
the parties hereto and no other Person shall be entitled to claim
the benefit of or the right to enforce any provision of this
Agreement which creates or may create any right or obligation
between the parties hereto; provided, however, that this
Agreement and all rights hereunder may not be assigned by either
party without the consent of the other party except to an
Affiliate of that party.
           11.7  Counterparts.  This Agreement may be executed
simultaneously in any number of counterparts, each of which shall
be deemed an original but all of which together shall constitute
one and the same instrument.
           11.8  Miscellaneous Rules of Construction.  The
Article and Section headings in this Agreement are for
convenience of reference only and shall not be deemed to alter or
affect any provision hereof.  References in this Agreement to
Sections, Schedules and Exhibits are to Sections of, and
Schedules and Exhibits to, this Agreement, unless otherwise
indicated.  Words in the singular include the plural and words in
the plural include the singular.
           11.9  Expenses.
                 (a)   Whether or not the Transaction is
consummated, all costs and expenses incurred in connection with
this Agreement and the Transaction contemplated hereby shall be
paid by the party incurring such expenses, except as provided in
Section 7.12(b).
           11.10 Waiver.  No delay on the part of any party
hereto in exercising any power or right hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise
thereof or the exercise of any other power or right.  No waiver
shall be enforceable against any party hereto unless in writing,
signed by the party against whom such waiver is claimed, and
shall be limited solely to the one event.
           IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above
written.

                                 FOOD COURT ENTERTAINMENT
                                 NETWORK, INC.  
Attest:

____________________________     By:____________________________
                                 Title:_________________________


                                 PRIME SPOT MEDIA (NEW YORK),
                                 INC.
Attest:

____________________________     By:____________________________
                                 Title:_________________________

Agreed as to Section 2.5
Satterlee Stephens Burke &
Burke LLP

By:________________________
     Seth H. Dubin,
     Partner
<PAGE>
                         EXHIBIT 4.2(i)

                          BILL OF SALE
<PAGE>
                         EXHIBIT 4.2(ii)

                 ASSIGNMENT OF INTANGIBLE ASSETS
<PAGE>
                        EXHIBIT 4.1(iii)

        ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENT


("Assignment") made this      day of             , 1998, by and
between FOOD COURT ENTERTAINMENT NETWORK, INC., a Delaware
corporation, having an address at 220 East 42nd Street, New York,
New York 10017 (Assignor), and PRIME SPOT MEDIA USA, INC., a New
York corporation, having an address at Suite 270, 4936-87 Street,
Edmonton, Alberta, Canada T6E 5W3 (Assignee").

                           WITNESSETH:

          WHEREAS, Assignor is the holder of all of the right,
title and interest as the Tenant in, to and under agreements (the
"Agreements") between certain Mall Operators and the Assignor
with respect to Assignor's right to install and maintain certain
broadcast equipment, broadcast programming and the operation of a
food court television network at mall locations described in each
Agreement;

          WHEREAS, a list of each Agreement, including the name
of the mall operator and the Agreement date of the Agreement, is
attached hereto as Exhibit A and made a part hereof; and

          WHEREAS, Assignor desires to assign its entire interest
under each Agreement listed in Exhibit A and Assignee desires to
accept such assignment subject to the terms and conditions set
forth herein.

          NOW THEREFORE, for good and valuable consideration paid
by Assignee to Assignor, the receipt and sufficiency of which are
hereby acknowledged by Assignor, Assignor and Assignee agree as
follows:

          1.   Assignor hereby assigns, sets over and transfers
to Assignee all right, title and interest of Assignor in, to and
under each of the Agreements, effective as of the date hereof
(the "Effective Date"), including, without limitation, all right,
title and interest of Assignor under the Agreement.  Assignee
hereby assumes and covenants to perform any and all of the
obligations and performance of the Assignor under the Agreement
arising or accruing on and after the Effective Date, including,
without limitation, the obligations to broadcast programming and
advertisements, maintain the equipment and make certain payments
to mall operator, and agrees to be bound by all of the covenants,
agreements, terms, provisions and conditions applicable to the
Assignor under the Agreement arising or accruing from and after
the Effective Date and agrees to indemnify and hold harmless
Assignor from and against any claims, obligations, liabilities,
causes of action, damages, costs and expenses (including, without
limitation, reasonable attorneys' fees and disbursements) arising
or accruing under the Agreement from and after the date hereof.

          2.   Assignor represents and warrants to Assignee that
as of the Effective Date:

               (a)  A true and complete copy of each of the
Agreements listed in Exhibit A has been delivered to Assignee,
the receipt of which is acknowledged by Assignee's execution of
this Assignment;

               (b)  The Agreement is in full force and effect and
has not been modified;

               (c)  The Agreement has not heretofore been
assigned or otherwise encumbered by Assignor; and

               (d)  Assignor has full power and authority to
execute and deliver this Assignment and to carry out its
obligations hereunder and that this Assignment is valid and
binding upon Assignor in accordance with its terms.

          3.   This Assignment may be executed in any number of
counterparts, each of which shall be deemed to be an original and
all of which, taken together, shall constitute but one and the
same instrument.

          4.   This Assignment and the obligations of the parties
hereunder shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, shall
be governed and construed in accordance with the laws of the
State of New York and may not be modified or amended in any
manner other than by a written agreement signed by the party to
be charged therewith.

                              FOOD COURT ENTERTAINMENT NETWORK,
                              INC.

                              By:________________________________
                                   Name:
                                   Title:


                              PRIME SPOT MEDIA, INC.

                              By:________________________________
                                   Name:
                                   Title:
<PAGE>
                         EXHIBIT 4.1(iv)
                       ASSIGNMENT OF MARKS
<PAGE>
                          SCHEDULE 1.9
                            CONTRACTS

Mall Operating Agreements* with:                 Agreement Date

Christiana Mall Newark, Delaware               April 13, 1995
Haywood Mall, Greenville, South Carolina       August 10, 1995
Nanuet Mall, Nyack, New York                   August 10, 1995
Orland Square, Orland Park, Illinois           August 10, 1995
Boulevard Mall, Las Vegas, Nevada              March 21, 1996
White Flint Mall, North Bethseda, Maryland     June 12, 1996
Springfield Mall, Springfield, Virginia        May 28, 1996
Chesterfield Town Center, Richmond, Virginia   September 24, 1996
University Mall, Tampa, Florida                October 21, 1996
Greenbrier Mall, Chesapeake, Virginia          September 5, 1996
The Center at Salisbury, Salisbury, Maryland   September 24, 1996
Meriden Square, Meriden, Connecticut           October 7, 1996
Eagle Ridge Mall, Lake Wales, Florida          January 20, 1997
West Oak Mall, Ocoee, Florida                  January 20, 1997
River Hills Mall, Mankato, Minnesota           January 9, 1997
Coliseum Mall, Hampton, Virginia               March 11, 1996
Valley View Center, Dallas, Texas              January 14, 1997
North Point Mall, Alpharetta, Georgia          January 9, 1997
Connecticut Post Mall, Milford, Connecticut    October 7, 1996
Pheasant Lane Mall, Nashua, New Hampshire      November 20, 1996
                    
Certain of these agreements are denominated "Lease Agreements",
others "Operating Agreements" and others "Contracts".  
<PAGE>
                          SCHEDULE 1.12
                            EQUIPMENT
<PAGE>
                          SCHEDULE 1.23

                              MARKS
<PAGE>
                            ARTICLE V

                       DISCLOSURE SCHEDULE


                              None
<PAGE>
                          SCHEDULE 5.5

                      FINANCIAL STATEMENTS

          <PAGE>
                            EXHIBIT G

                      EMPLOYMENT AGREEMENT

          AGREEMENT made the       day of ______________________,
1995 by and between NEWCO, Inc. a Delaware corporation, with its
principal place of business at                                    
                      (hereinafter the "Company") and Peter
Bolduc residing at                                                
     , (hereinafter the "Employee").

                      W I T N E S S E T H:

          WHEREAS, the Employee has on the date hereof resigned
as President of Great Northern Recycling Inc. ("GNR"), a          
          corporation wholly-owned by the Employee and has caused
GNR to sell to the Company certain assets used by GNR in its
paper recycling business (the "Asset Sale"); and

          WHEREAS, the Employee represents that he has extensive
and valuable managerial experience and expertise with respect to
the paper recycling business to be conducted by the Company and
is willing to enter into the employ of the Company in accordance
with the provisions hereinafter set forth; and

          WHEREAS, the Company desires to employ the Employee in
accordance with this Agreement;

          NOW, THEREFORE, in consideration of the premises and
mutual covenants hereinafter set forth, it is hereby agreed by
and between the parties as follows:

          1.   Employment.  The Company hereby employs the
Employee and the Employee hereby accepts employment upon the
terms and conditions hereinafter set forth.

          2.   Term.  Subject to the provisions for termination
as hereinafter provided, the term of this Agreement shall
commence on ______________________,1995, and shall terminate
______________________, 199___.

          3.   Duties.  The Employee is engaged hereunder as its
President and shall have such duties as are prescribed for such
office in the By Laws of the Company, or as the Board of
Directors of the Company shall specify from time to time.

          4.   Extent of Services.

               (a)  The Employee shall devote his entire business
time, attention, knowledge, energy and skill solely to the
business and affairs of the Company and to the promotion of its
interests and will at all times faithfully, industriously, and to
the best of his ability, experience and talents perform all of
the duties that may be required of him hereunder.

          (b)  The Employee will not take part directly or
indirectly in any activities or conduct which are detrimental to
the best interests of the Company or which, in the reasonable
judgment of the Company, may interfere with the Employee's
ability to devote adequate time and attention to discharge his
duties to the full extent required hereunder and the Company
shall be entitled to all the benefits and profits arising from or
incident to all work, services, and advice of the Employee; and
the Employee will not, without the consent of the Company, engage
in any compensated activity on his own or as employee or
consultant for any person other than the Company.

          5.   Compensation.

               (a)  For all of his services, agreements and
covenants hereunder the Employee shall, except as otherwise
provided herein, accept in full compensation therefor a salary,
less withholding in such amounts as are required by law, payable
in appropriate installments to conform with the Company's regular
payroll dates, at the rate of $135,000.00 per calendar year.  In
addition, the Employee shall be entitled to receive a bonus for
each calendar year of his employment with the Company hereunder
in the amount of $35,000.00 if the Company shall have net profits
(calculated by the Company's independent auditors in accordance
with generally accepted accounting principles, consistently
applied), for such year of $500,000 or more, plus an additional
bonus in the amount of $30,000.00 if the Company's net profits
(as so calculated) for such year shall be $750,000 or more.  All
such bonuses hereunder shall be payable within thirty (30) days
after the calculation of the Company's net profits for the year
by the Company's independent auditors as provided above, which
shall be commenced as promptly as possible after the end of each
such calendar year.

               (b)  As a further inducement to accept employment
with the Company hereunder, the Company agrees to make a
nonrecourse loan to the Employee on or about April 15, 1996 in
the principal amount of up to $305,000.00 with interest thereon
at the rate of 5% per annum payable in equal installments of
principal and interest over a ten (10) year period, and with the
final such installment to be due and payable on or about
April 15, 2006; such loan to be used by the Employee solely to
pay his 1995 U.S. Federal income tax obligation arising from the
Asset Sale, and to be evidenced by a promissory note reflecting
the foregoing terms and to be secured by the pledge of all shares
of the capital stock of the Company owned by the Employee and
GNR, such promissory note and pledge to be in form and substance
satisfactory to the Company.

          6.   Employee Benefits.  The Company shall provide the
Employee, at its own expense (but in the case of insurance,
subject to the insurability, without penalty, of the person to be
insured) with the health, accident and major medical insurance,
pension and other benefits offered to the employees of the
Company generally.

          7.   Expenses.

               (a)  The Company agrees that each month during the
period of his employment under this Agreement, the Employee shall
be reimbursed for any ordinary and necessary business
expenditures made by him in performing his duties hereunder upon
presentation and approval of expense statements, receipts,
vouchers or such other supporting information as may from time to
time be requested by the Company.

               (b)  Such ordinary and necessary business
expenditures shall include, but not be limited to, business
travel, (other than daily commutation) accommodation and
entertainment (to the extent allowed as a deduction by the
Company under applicable tax laws and regulations) but shall not
include moving costs, costs of living accommodations or other
costs incidental to acceptance of employment under this
Agreement.

          8.   Vacation.  The Employee shall be entitled to (___)
weeks paid vacation for each twelve (12) months he is employed
pursuant to this Agreement.

          9.   Non-Competition; Confidential Information.
          
               (a)  The Employee agrees that during the term of
this Agreement and for one (1) year thereafter, he will not,
within the States of _______________________, directly or
indirectly, (i) own, manage, operate or control; (ii) enter the
employ of; (iii) participate in or render any service to; or
(iv) be in any other way connected with, any "Competitive
Interest" of the Company (herein defined as any person,
partnership, corporation or other entity engaged in any paper
recycling business; provided however that nothing herein shall be
deemed to prevent or limit the right of the Employee to invest in
the securities of any corporation whose stock or securities are
publicly owned or are regularly traded on any public exchange, or
in real estate.

               (b)  The Employee agrees that he will regard and
preserve as confidential any information that is not public
knowledge concerning the Company or its business which is
obtained by him from any source whatsoever during the course of
his employment hereunder or by GNR and (to the extent that such
information does not become public knowledge other than by his
violation of this Agreement) that he will not, without the prior
written consent of the Company, directly or indirectly, disclose
or communicate to any person, partnership, corporation or other
entity in any manner whatsoever, during his employment or at any
time thereafter, any of such information obtained by him while
employed hereunder.  Because of the unique nature of the
Employee's services and because a breach of this Paragraph 9
cannot be adequately compensated by money damages, in the event
of a breach or threatened breach by the Employee of the
provisions of this Paragraph 9, the Company shall be entitled to
an injunction, without having to prove irreparable harm,
restraining the Employee from being in any way (as hereinabove
described) connected with any Competitive Interest, and/or from
disclosing, in whole or in part, any of the above described
information concerning any matters affecting or relating to the
Company, or from rendering any services to any person,
partnership, corporation, or other entity to whom such
information, in whole or in part, has been disclosed or is
threatened to be disclosed.  Nothing herein shall be construed as
prohibiting the Company from pursuing any other remedies
available to it for such breach or threatened breach, including
the recovery of damages from the Employee.

          10.  Termination.

               (a)  This Agreement shall terminate forthwith upon
the death of the Employee.

               (b)  This Agreement may be terminated by the
Company by written notice to the Employee

                    (i)   in the event the Employee materially
          breaches any of the terms hereof;

                    (ii)  in the event there has been continued
          neglect or willful misconduct in connection with the
          performance of his duties hereunder by the Employee;

                    (iii) in the event the Employee has become
          "disabled" (herein defined as the failure because of
          illness or incapacity to render services of the
          character herein contemplated for a period of thirty
          (30) consecutive days or for an aggregate period of
          sixty (60) business days during the previous twelve
          (12) month period);

                    (iv)  in the event the Company (A) mergers or
          consolidates with or into another entity; or (B) sells
          all or substantially all of its assets to an
          unaffiliated third party; or

                    (v)   in the event of disloyal, dishonest or
          illegal conduct by the Employee.

               (c)  The Employee may terminate this Agreement by
written notice to the Company in the event

                    (i)   the Company is declared bankrupt, makes
          an assignment for the benefit of creditors or permits
          or suffers the appointment of a receiver of all of its
          business or assets; or

                    (ii)  the Company materially breaches this
          Agreement.

               (d)  In the event of termination pursuant to any
provision hereof other than Sub-paragraph 10(c), the Company's
obligations hereunder shall cease and terminate as of the date of
such termination, provided that in the event of the termination
hereof pursuant to Sub-paragraph 10(b)(iv), the Company shall pay
the Employee, as a lump-sum severance payment, a sum equal to
_______ weeks salary at the rate then in effect.

          11.  Representations and Warranties; Indemnification.

               (a)  The Employee represents and warrants to the
Company this his employment by the Company does not and will not
violate any provision of law or any duty by which he is bound and
will not conflict with or result in a breach of any agreement,
instrument, or other understanding to which he is a party or by
which he is bound, and the Employee agrees that he will indemnify
and hold harmless the Company, its directors, officers and
employees against any claims, damages, liabilities and expenses
which may be incurred (including reasonable expenses of
investigation or of defending against the same and amounts paid
in settlement) by any of them in connection with any claim based
upon or related to a breach of the Employee's representation and
warranty set forth above.

               (b)  The Company represents and warrants to the
Employee that the execution and performance hereof does not and
will not violate any provision of any law or any duty by which it
is bound and will not conflict with or result in a breach of any
agreement, instrument, or other understanding to which it is a
party or by which it is bound and agrees to indemnify and hold
harmless the Employee against any claims, damages, liabilities
and expenses which he may incur (including reasonable expenses of
investigation or defending against the same and amounts paid in
settlement) in connection with any claim based upon or related to
a breach of its representation and warranty set forth above.

          12.  Arbitration.  Any controversy or claim arising out
of, under, or in connection with this Agreement or any breach
thereof, shall be settled by arbitration in the City of New York
State of New York in accordance with the rules then obtaining of
the American Arbitration Association and judgment upon the award
of the arbitrators may be entered in the Courts of any state
having jurisdiction hereof.

          13.  Governing Law.  This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of New York.

          14.  Partial Invalidity.  If any provision of this
Agreement shall contravene or be invalid under the laws of any
jurisdiction in which this Agreement shall be performed or
enforced, then such provision or invalidity shall be deemed to be
modified to the extent necessary to render it valid and
enforceable, and if no such modification shall render it valid
and enforceable, then the Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and
obligations of the parties shall be construed and enforced
accordingly.

          15.  Waiver, Modification, Amendment, Termination. 
Except where specific time limits are herein provided, no delay
on the part of either party hereto in exercising any power or
right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any power or right.  No wavier,
modification, or amendment of this Agreement or any provision
hereof, shall be enforceable against either party hereto unless
in writing, signed by the party against whom such waiver,
modification, amendment or termination is claimed, and with
regard to any waiver, shall be limited solely to the one event.

          16.  Integration.  This Agreement contains the entire
Agreement between the parties hereto with respect to the subject
matter hereof and replaces any and all prior agreements or
understandings, whether written or oral; and neither party shall
be bound by, or shall be deemed to have made, any representations
and/or warranties except those expressly contained herein.

          17.  Notices.  All notices in connection herewith shall
be validly given or made, only if in writing and delivered
personally or by registered or certified mail return receipt
requested, with postage prepaid to the party entitled or required
to receive the same at the address first above given or at such
other address as either party may designate to the other by
notice as herein provided.

          18.  Successors and Assigns.  None of the rights,
benefits or obligations of the Employee under this Agreement
shall be transferred or assigned without the prior written
consent of the Company.  The Company shall not transfer or assign
any of its rights, benefits or obligations hereunder, except in
connection with the merger or consolidation of the Company,
without the prior written consent of the Employee into or with
any other corporation or other entity or entities or in
connection with the transfer of all or substantially all of its
assets.  Except as hereinabove otherwise provided, this Agreement
shall inure to and be binding upon the parties hereto and their
respective successors, assigns and legal representatives.

          19.  Captions.  The captions or headings of the
Paragraphs herein are inserted only as a matter of convenience,
and in no way define, limit or in any other way describe the
scope of this Agreement or the intent of any provisions hereof.

          IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its officers thereunto duly
authorized and its corporate seal to be hereunto affixed, and the
Employee has hereunto set his hand as of the day and year first
above written.

                              ___________________________________
                              Peter Bolduc


                              NEWCO, INC.

                              By:________________________________
                              Title:  Chairman
<PAGE>
                          SCHEDULE 7.9

               SECTION 1060 ALLOCATION

               Allocation of Purchase Price:

                    Equipment:                    $225,000

                    Mall Operating Agreements      225,000
                                                  $450,000