SHARE EXCHANGE AGREEMENT

     This SHARE  EXCHANGE  AGREEMENT is made and entered into as of this ___ day
of March,  1998,  between HARVEST  RESTAURANT  GROUP,  INC., a Texas corporation
("Harvest"),  and SPORTS  GROUP  INTERNATIONAL,  INC.,  a  Delaware  corporation
("Sports").

                                    RECITALS

     WHEREAS, the parties,  together with Surf City Acquisition  Corporation II,
an Arizona corporation ("Surf City"), executed an Agreement in Principle wherein
the basic terms of the transactions  described herein were agreed to and reduced
to writing, subject to further negotiations;

     WHEREAS, Sports has approximately  13,500,000 issued and outstanding shares
of Common  Stock and a liability of  approximately  $4,500,000,  (the  "Peterson
Note"), which is convertible,  at the Peterson Note holder's option, into Sports
stock;

     WHEREAS,  Kootenay Holdings, L.L.C. ("Kootenay") owns all of the issued and
outstanding shares of Surf City;

     WHEREAS,  the intended  result of this  Agreement and the  Kootenay/Harvest
Share Exchange Agreement of even date hereof, taken together,  is for Harvest to
own all outstanding  shares of Sports and Surf City and for Harvest's  shares of
Common Stock to be allocated as follows upon the Effective Date:

           4,089,500         To Harvest's shareholders
           4,000,000         To Sports shareholders
             542,045         To Sports debt holders
           9,290,545         To Kootenay
          17,922,090         Total issued shares of Harvest Common Stock on the
                                Effective Date

     WHEREAS,  it is understood and agreed that Harvest's  outstanding shares of
Common  Stock shall be  determined  as of the  Effective  Date and that,  to the
extent Harvest Common Stock on the Effective Date is  proportionally  greater or
lesser than  4,129,130  shares,  then the shares of Harvest  Common  Stock to be
issued to Sports  shareholders  and to  Kootenay  as set  forth  above  shall be
adjusted pro rata in the same proportion;

     WHEREAS,  it is intended  that the Peterson  Note shall be exchanged  for a
single indivisible share of Peterson Preferred class of Harvest stock.  Peterson
Preferred  Stock shall accrue  dividends at the Wall Street  Journal's  National
Prime  Rate upon the first  business  day of each year upon a  principal  sum of
$4,500,000,  the dividend being payable by January 31 of each  succeeding  year.
Peterson Preferred shall have preferred rights against all assets of Sports, and
shall have default  rights in the event of failure to timely pay such  dividends
which shall permit the holder to demand immediate  redemption of the full amount
of  $4,500,000  and all  past-due  dividends.  Peterson  Preferred  may,  at its
holder's  option,  convert to 1,600,000 shares of Harvest Common Stock after two
years  from the  Effective  Date,  in which  event  Kootenay  shall  receive  an
additional  1,000,000  shares of Harvest Common Stock.  Peterson  Preferred is a
non-voting  share,  does  not  vote as a class,  and  does  not  participate  in
Harvest's dividends, or profits other than as is expressly set forth herein;



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     WHEREAS,  it is the  intention of the parties  hereto that (a) the transfer
and  allocation  of economic  benefits and burdens  described in this  Agreement
shall for all purposes shall be deemed as having been  transferred and allocated
as of the  Effective  Date  and  (b)  if the  execution  of the  Agreement,  the
obtaining  of  certain  regulatory  consents,   the  actual  exchange  of  share
certificates  and other documents should occur subsequent to the Effective Date,
then each of the before- referenced events shall be deemed conditions subject to
an executed  contract and shall in no fashion be  considered as deferrals of the
effective  exchange  of  stock  which  occurred,  for  all  purposes,  as of the
Effective Date; and

     WHEREAS,  the  parties  intend this  transaction  to qualify as a "tax free
re-organization"  within the  meaning of Section  368(a)(1)(B)  of the  Internal
Revenue  Code of 1986,  as  amended,  and that  Sports  become a  subsidiary  of
Harvest.

                                   ARTICLE I.
                             CLOSING CONTINGENT UPON
                      CLOSING OF CONTEMPLATED TRANSACTIONS

     1.01 Share  Exchange.  The  obligation of the parties to this  Agreement to
close  this  transaction  is  contingent  upon  the  closing  of  certain  other
transactions  listed  below  and  defined   collectively  as  the  "Contemplated
Transactions."  Each of the  parties  to each of the  Contemplated  Transactions
shall use their best efforts to fulfill  their  obligations  to close all of the
Contemplated Transactions. If any of the Contemplated Transactions do not close,
parties  who are not in breach or  default of their own  obligations  under this
Agreement shall not be required to close their respective transactions which are
part of the  Contemplated  Transactions  and  will  not be in  default  of their
obligations for not closing the same.

     1.02  Contemplated  Transactions.  This  Agreement  contemplates  that  the
following multiple transactions (collectively,  the "Contemplated Transactions")
shall be closed before or concurrently with the Closing of this transaction.

          1.02.1 Kootenay/Harvest Share Exchange Agreement. The Kootenay/Harvest
Share Exchange  Agreement executed between the parties of even date hereof shall
be closed before or concurrently  with the closing of the transaction  described
in this Agreement.

          1.02.2 Financing.  A $4,000,000 financing  arrangement shall have been
obtained on or before Closing and is to be used, in part, as follows:

               (a)  $500,000 to partially redeem all Harvest Preferred B Stock;



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               (b)  $1,000,000 to Kootenay;

               (c)  $1,000,000  loan to Kootenay,  which shall be evidenced by a
                    promissory note and secured by stock of Surf City;

               (d)  $250,000 payable to the Bank of L.A. for corporate purposes;

               (e)  $500,00 payable to Sports for corporate  purposes;  $500,000
                    paid to Surf City for corporate purposes; and

               (f)  $750,000  payable to Harvest  accounts  dedicated to Harvest
                    Food  Court/Red  Line  project;   and  the  remainder  being
                    retained by Harvest for corporate purposes.

          1.02.3 Voting  Agreement.  Harvest,  Sports,  and Surf City shall have
executed the Voting Agreement attached hereto as Exhibit "A" simultaneously with
the execution of this Agreement.  The Voting Agreement provides for the election
of a new Harvest Board of Directors at a Shareholder Meeting to be held promptly
after Closing of this  transaction the following to be the new Directors:  Kevin
Blackwell,  Kathy Blackwell,  David Guarino,  Ernest (KiKi) Vandewaehe III, Dean
Miller,  Clyde Drexler,  Bill Gallagher,  and Robert Schwartz.  It is agreed and
understood  that  election  of these  Directors  is  subject  to  closing of the
transaction described in this Agreement.

          1.02.4 Employment Agreements.  Dean Miller,  William Gallagher,  Kevin
Blackwell,  David Guarino,  Kathy  Blackwell,  and Ernest (KiKi)  Vandewaehe III
shall have executed the  agreements  with Harvest  which are attached  hereto as
Exhibits B-1, B-2, B-3, B-4, and B-5. The Miller and Gallagher  agreements  will
be  consulting  agreements  at $10,000  per month plus  approved  expenses.  The
Blackwell and Guarino agreements shall be employment  contracts paying an annual
amount of $200,000.  The Vandewaehe III Agreement will be a consulting Agreement
paying an annual amount of $70,000.  Each of these  employment  agreements  will
extend four years from the Effective Date.

          1.02.5  Peterson  Preferred.   The  holders  of  the  Sports  Peterson
Preferred Note have executed the Peterson Preferred Agreement attached hereto as
Exhibit C. The Peterson Preferred  Agreement will exchange the Peterson Note for
a single  indivisible  share of  Peterson  Preferred  Class  of  Harvest  Stock.
Peterson  Preferred  Stock shall accrue  dividends at the Wall Street  Journal's
national  prime rate on the first  business  day of each year upon the amount of
$4,500,000,  the dividend being payable by January 1, of each  succeeding  year.
Peterson Preferred shall have preferred rights against all assets of Sports, and
if Harvest  shall fail to timely pay such  dividends,  the holder shall have the
right to demand  immediate  redemption of the full amount of $4,500,000  and all
past-due dividends.  Peterson Preferred may, at its holder's option,  convert to
1,600,000  shares of Harvest  Common  Stock  after two years from the  Effective
Date, in which event  Kootenay shall receive an additional  1,000,000  shares of
Harvest Common Stock. Peterson Preferred is a non-voting share, does not vote as
a class, and does not participate in Harvest's dividends,  or profits other than
as is expressly set forth herein.



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          1.02.6 Harvest  Preferred B Agreement.  The Harvest Series B Preferred
Stock amendments shall be entered into before Closing.

          1.02.7  Guarantee.  Harvest will  guarantee  the  guarantors of Sports
$500,000 note to the Bank of L.A. that the note will be paid.

                             II. FEASIBILITY PERIOD

     2.01  Feasibility  Study.  Each  party is  granted  the right to  conduct a
feasibility  study of all of the existing and contingent  assets and liabilities
of the other party including a physical inspection of all leases,  improvements,
fixtures,  mechanical  equipment,  personnel  property,  and other  tangible and
intangible assets ("Feasibility  Study").  Each party shall have until March 30,
1998 ("Feasibility  Period").  During the Feasibility  Period,  either party, or
their  designated  agents,  may enter upon the leased or owned  premises  of the
other  party  for such  analyses,  tests,  and  inspections  which may be deemed
necessary by either party. If either party determines,  in their sole reasonable
judgment,  that the transaction is not desirable for any reason, then that party
may,  on  written  notice to the other  party,  on or before  expiration  of the
Feasibility Period, terminate this Agreement without penalty or being in default
of their  obligations.  If the written notice is not given to the other party on
or  before  5:00  p.m.  Central  Standard  Time  on the  expiration  date of the
Feasibility  Period, this right to terminate shall be deemed to have been waived
by the party failing to give the notice.

     2.02 Documents to be Delivered. Each party shall deliver to the other party
copies  of the  following  within  five  business  days  from  the  date of this
Agreement.  Failure to deliver  any of the listed  documents  is an  independent
reason for the other party to rightfully terminate this Agreement. If any one or
more of the items described in Section 2.02 do not exist,  the disclosing  party
shall advise the receiving party, in writing, to that effect.

          2.02.1  Financial  Statements.  Copies of financial  statements as set
forth in Sections  5.01.20 and 7.01.20.  This includes monthly sales reports for
the period  commencing  January 1, 1998,  through the calendar month immediately
proceeding the date of submittal of the same.

          2.02.2 Asset List. A detailed inventory of all equipment, furnishings,
fixtures, and inventories.

          2.02.3  Leases.  All  leases  of real  or  personal  property  and any
documents pertaining to such leases in the disclosing parties' possession.



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          2.02.4  Contracts.  Copies of all contracts and warranties and related
documents  including  service,  maintenance,  management,  employment,  or other
agreements,  including loan agreements  which affect the disclosing party or its
assets. If such exist, all documents, notices, or citations indicating a default
or breach by the disclosing  party of any contract in which the disclosing party
is a party.

          2.02.5 Certificates.  Certificates of all fire, hazard, liability, and
other insurance policies maintained by the disclosing party.

          2.02.6  Taxes.  The most recent real estate and personal  property tax
statements  regarding the disclosing  party's property along with the disclosing
party's  federal  income tax returns for the last two years and proof of payment
of all sales and payroll taxes.

          2.02.7 Litigation.  If such exists, all notices,  citations,  or other
documents  evidencing  actions,  suits or  proceedings  pending or threatened or
asserted  against the disclosing  party, at law or in equity,  before any state,
federal, county, municipal, or other governmental department, commission, board,
bureau, agency, or instrumentality, whether domestic or foreign.

          2.02.8  Violations.  If  such  exists,  all  documents,   notices,  or
citations  indicating a violation by the disclosing  party of zoning,  building,
fire, or similar law, ordinance,  code, order, regulation or restriction claimed
by any applicable governmental authority.

          2.02.9    Organizational    Documents.    All   currently    effective
organizational  documents and other records of the disclosing  party  including,
without limitation, articles, by laws, directors, minutes, and stock ledger.

                                  ARTICLE III.
                               THE SHARE EXCHANGE

     3.01. Closing.

          3.01.1  Time and  Place  of  Closing.  Subject  to the  provisions  of
Articles  V  and  VII,  the  Closing  of  the  transaction  contemplated  hereby
("Closing") shall take place at the offices of Titus,  Brueckner & Berny,  P.C.,
7373 N. Scottsdale Road, Suite B-252,  Scottsdale,  Arizona 85253 at 10:00 a.m.,
local time, on the Effective Date, or at such other place, date, or time, as the
parties may mutually agree upon writing for the Closing to take place.

          3.01.2  Actions of Harvest at Closing.  At the Closing,  Harvest shall
deliver Sports the following:




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               3.01.2.1  Resignations.  Harvest  shall  deliver  to  Sports  the
written and executed resignations of such directors of Harvest and such executed
employment  agreements,  dated as of the  Effective  Date, as called for in this
Agreement.

               3.01.2.2 Certificate of Harvest.  Harvest shall deliver to Sports
a  certificate,  which shall be dated as of Closing and which shall be signed by
Harvest's  Chief  Executive  Officer  certifying (i) the authority of Harvest to
enter into and consummate the transactions  contemplated by this Agreement; (ii)
the  authority  of the  officers of Harvest to execute and deliver any  document
contemplated   by  this   Agreement  on  behalf  of  Harvest;   (iii)  that  the
representations  and warranties of Harvest obtained herein were correct and true
when made and are  correct  and true as of the date of  Closing  (except  to the
extent that any representation or warranty of Harvest specifically relates to an
earlier  date);  and (iv) that each and every  covenant and agreement of Harvest
contained in the Agreement to be performed by Harvest on or prior to Closing has
been performed by Harvest.  Kootenay and Surf City may rely upon the certificate
as if it were delivered to them directly.

               3.01.2.3 Corporation Resolutions. Harvest shall deliver to Sports
certified  copies  of the  resolutions  of the  Board of  Directors  of  Harvest
authorizing the execution,  delivery,  and performance of this Agreement and the
transactions contemplated herein.

          3.01.2.  Actions of Sports at Closing.  At the  Closing,  Sports shall
deliver to Harvest the following:

               3.01.2.1  Resignations.  Sports  shall  deliver  to  Harvest  the
written and executed  resignations of such directors of Sports and such executed
employment  agreements,  dated as of the  Effective  Date, as called for in this
Agreement.

               3.01.2.2 Certificate of Sports. Sports shall deliver to Harvest a
certificate,  which  shall be dated as of Closing  and which  shall be signed by
Sports' Chief Executive Officer  certifying (i) the authority of Sports to enter
into and consummate the  transactions  contemplated by this Agreement;  (ii) the
authority  of the  officers  of Sports  to  execute  and  deliver  any  document
contemplated   by  this   Agreement   on  behalf  of  Sports;   (iii)  that  the
representations  and warranties of Sports  obtained herein were correct and true
when made and are  correct  and true as of the date of  Closing  (except  to the
extent that any representation or warranty of Sports specifically  relates to an
earlier  date);  and (iv) that each and every  covenant and  agreement of Sports
contained in the  Agreement to be performed by Sports on or prior to Closing has
been performed by Sports.  Kootenay and Surf City may rely upon the  certificate
as if it were delivered to them directly.

               3.01.2.3 Corporation Resolutions. Sports shall deliver to Harvest
certified  copies of the resolutions of the Board of Directors of Sports and the
shareholder  approval  of  Sports  authorizing  the  execution,   delivery,  and
performance of this Agreement and the transactions contemplated herein.



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<PAGE>




          3.02.3 Effective Date. The date on which the Exchange of Shares occurs
and becomes effective is hereinafter  called the "Effective Date." The Effective
Date shall be March 31,  1998,  except and unless there is a delay in the filing
of Articles of Share Exchange with any state  Secretary of State which is needed
for the exchange of shares to lawfully  occur, in which event the Effective Date
shall be the earliest date after March 31, 1998, that is lawful for the exchange
of shares to occur.  The parties shall cause all such documents and  instruments
to be filed with the  appropriate  state  Secretaries  of State as  promptly  as
practicable upon satisfaction of the conditions described herein.

                                   ARTICLE IV.
                      EXCHANGE OF SHARES AND OTHER MATTERS

     4.01.  Exchange  of  Shares.  Upon the  Effective  Date,  by virtue of this
Agreement, each of the following shall be deemed to occur contemporaneously:

          4.01.1  Exchange of Sports  Common Stock.  All issued and  outstanding
shares of Sports Common Stock shall be exchanged for a total of 4,000,000  fully
paid and  non-assessable  shares of Harvest Common Stock in accordance  with the
provisions  of Section 4.02,  which shall be allocated  equally among all issued
and outstanding  shares of Sports Common Stock. An exception is that, if more or
less than  4,089,500  issued  shares of Harvest  Common  Stock are issued on the
Effective  Date,  then the Harvest  Common Stock  shares  received by holders of
Sports  shares in exchange for each Sports share shall be increased or decreased
by the same pro rata  proportion as Harvest's  Common Stock at Effective Date is
greater or lesser than 4,089,500 shares.

          4.01.2  Exchange of Peterson  Note.  The Peterson  Note,  valued in an
amount of approximately  $4,500,000  shall be exchanged for a single  individual
share of Peterson  Preferred  Class of Harvest  Stock.  The  Peterson  Preferred
Agreement  will  exchange the Peterson  Note for a single  indivisible  share of
Peterson Preferred Class of Harvest Stock.

          4.01.3 Exchange of Sports Debt. The Sports debt shall be exchanged for
a total of 542,045 fully-paid and non-assessable  shares of Harvest Common Stock
in accordance with the provisions of Section 4.02. An exception is that, if more
or less than  4,089,500  issued shares of Harvest Common Stock are issued on the
Effective  Date,  then the Harvest  Common Stock  shares  received by holders of
Sports debt shall be increased or decreased by the same pro rata  proportion  as
Harvest's  Common  Stock at Effective  Date is greater or lesser than  4,089,500
shares.

          4.01.4 Total Harvest  Shares  Exchanged.  The shares of Harvest Common
Stock to be  issued  pursuant  to this  Section  shall  total  4,542,045  shares
adjusted as set forth  herein;  provided,  however,  that no such  exchange  and
conversion  shall be made with  respect  to any  shares of Sports  Stock held by
stockholders  who have properly  exercised and perfected their appraisal  rights
("Dissenting Shares").



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     4.02 Exchange Procedure.

          4.02.1 Sports Common Stock.  Following the Effective  Date, the holder
of each share of Sports  Common Stock  exchanged  pursuant to Section 4.01 shall
surrender  to the  Secretary  of Harvest  (or to any agent  designated  for such
purpose by the  President of Harvest) his  outstanding  certificate  which prior
thereto  represented  Sports Common Stock, and shall upon such surrender receive
in substitution and exchange  therefor a certificate  representing the number of
shares of Harvest  Common  Stock into which such Sports  Common Stock shall have
been converted. Until so surrendered and exchanged, each outstanding certificate
which,  prior to the  Effective  Date,  represented  Sports  Common Stock shall,
following the Effective  Date, be deemed for all purposes to evidence  ownership
of the number of shares of Harvest Common Stock into which such shares of Sports
Common Stock have been converted.

          4.02.2 Sports  Preferred  Stock.  Following the  Effective  Date,  the
holder of each share of Sports  Preferred  Stock  exchanged  pursuant to Section
4.01 shall surrender to the Secretary of Harvest (or to any agent designated for
such  purpose by the  President of Harvest) his  outstanding  certificate  which
prior thereto  represented Sports Preferred Stock, and shall upon such surrender
receive in substitution  and exchange  therefor a certificate  representing  the
number of shares of Harvest  Preferred  Stock into which such  Sports  Preferred
Stock  shall have been  converted.  Until so  surrendered  and  exchanged,  each
outstanding  certificate which, prior to the Effective Date,  represented Sports
Preferred Stock shall,  following the Effective Date, be deemed for all purposes
to evidence  ownership of the number of shares of Harvest  Preferred  Stock into
which such shares of Sports Preferred Stock have been converted.

     4.03 Appraisal Rights.  Notwithstanding  anything to the contrary contained
in this  Agreement,  Dissenting  Shares shall not be canceled or converted  into
Harvest  Common Stock unless and until the holder  thereof  shall have failed to
perfect or shall have effectively withdrawn or lost his right to seek payment of
the fair value of his shares under applicable law. If any such holder shall have
so failed to perfect or shall have  effectively  withdrawn  or lost such  right,
such holder's Dissenting Shares shall thereupon be deemed to have been exchanged
into, at the Effective Date, Harvest Common Stock, as set forth in this Article.
Any payments made in respect of Dissenting Shares shall be made by Sports.

                                   ARTICLE V.
                     SPORTS' REPRESENTATIONS AND WARRANTIES

     5.01. Sports'  Representations  and Warranties.  Sports makes the following
representations  and  warranties  to Harvest and to Kootenay  and Surf City as a




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<PAGE>


material  inducement  for Harvest to enter into this  Agreement and for Kootenay
and  Surf  City to enter  into the  Kootenay/Harvest  Share  Exchange  Agreement
subject only to such  disclaimers as disclosures and exceptions as are expressly
set forth in the attachments  hereto.  These  representations and warranties are
limited to the best actual knowledge of Sports Directors and officers.  Further,
immaterial  breaches of these  representations  and warranties are  specifically
agreed to not comprise actionable breaches.

          5.01.1 Capitalization.

               5.01.1.1 Authorized Stock. The authorized capital stock of Sports
consists of ______ shares of Sports Common Stock, $___ par value per share.

               5.01.1.2. Issued Common Stock. There are _______ shares of Sports
Common Stock issued and outstanding,  all of which are owned beneficially and of
record by the listed  shareholders.  All such issued and  outstanding  shares of
Sports  Common  Stock  are  duly  authorized,  validly  issued,  fully  paid and
non-assessable,  were not  issued in  violation  of the  terms of any  contract,
agreement or commitment  binding upon Sports or any preemptive  rights or rights
of first  refusal,  and  were  issued  in  compliance  with  all of its  charter
documents and applicable law.

               5.01.1.3 Issued  Preferred  Stock.  There are no shares of Sports
Preferred Stock issued and outstanding  other than the Peterson Note,  which has
the following conversion rights: _______________________________.

          5.01.2 Organization,  Standing and Power. Sports is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and is  qualified  to do business  where the failure to be so qualified
would  materially  and adversely  affect its  condition,  properties,  assets or
operations. Sports has all requisite corporate power and authority to enter into
and perform and consummate the transactions  contemplated by this Agreement. The
copies of the charter documents of Sports and all amendments  thereto and of its
bylaws as amended to date which have  heretofore  been furnished or delivered to
the Harvest are correct and complete.

          5.01.3 Subsidiaries. Sports has no subsidiaries.

          5.01.4 Title to Assets.  Sports has good, valid and indefeasible title
to its  assets,  free and clear of all  security  interests,  mortgages,  liens,
encumbrances,  title  retention or security  agreements,  claims,  restrictions,
leases,  options,  rights of first offer or first  refusal,  confidentiality  or
secrecy  agreements,  non-competition  agreements,  defects  of  title  or other
encumbrances  or rights of others.  The execution and delivery of this Agreement
and the consummation of the transaction  contemplated hereby will not constitute
a violation of, nor be in conflict  with,  nor  constitute a default,  under any
terms or provisions of any contract,  lease, mortgage,  indenture,  or any other
document  whatsoever  to which  Sports may be a party or to which  Sports may be
bound on each Closing Date.



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<PAGE>




          5.01.5 Other Relationships. No affiliate, director, officer, principal
executive,  or employee of or consultant to Sports owns, directly or indirectly,
in whole or in part,  any  property,  asset or  right,  tangible  or  intangible
relating to or affecting Sports.

          5.01.6  Other  Transactions  Etc.  No  affiliate,  director,  officer,
principal executive or employee of Sports, has, directly or indirectly,  engaged
in any transaction with Sports outside of the ordinary course of business.

          5.01.7 Undisclosed  Liabilities.  Sports has no debts,  liabilities or
obligations of any nature, whether accrued,  absolute,  contingent or otherwise,
whether due or to become due,  including,  but not  limited to,  liabilities  or
obligations  on account of known fraud by any merchant  customer,  taxes,  other
governmental  charges,  duties,   penalties,   interest,  fines,  vacation  pay,
workmen's compensation claims, or pension plan obligations and there is no known
basis for the assertion against Sports.

          5.01.8  Absence of Certain  Changes or Events.  The business of Sports
has been  operated  only in the usual and ordinary  course of business and there
has not been any occurrence,  event or condition  outside of the ordinary course
of business.

          5.01.9 Condition of Assets. The assets of Sports are in good operating
condition for the purposes of conducting the business of Sports on the Effective
Date as such  business  has  been or is  being  conducted.  Sports  has good and
marketable  title to all of the Assets  subject to no  mortgage,  pledge,  lien,
conditional sales agreement,  encumbrance,  security interest,  encumbrance,  or
charge of any nature whatsoever, except as herein provided.

          5.01.10 No Violation of Law. Neither Sports,  nor any of its assets or
property of Sports or the ownership, leasing, occupancy or operation thereof, is
in violation of any applicable law, code, rule, regulation,  ordinance,  license
or permit,  including,  but not limited to, those  related to building,  zoning,
environmental  matters or  employee  health and  safety,  and no notice from any
governmental  body or other  person has been  served  upon  Sports  occupied  or
operated by Sports claiming any such violation.

          5.01.11 Contracts. All of Sports' contracts,  agreements, customer and
supplier purchase order and other  commitments are legal,  valid and binding and
in full force and  effect,  and there are no  defaults  thereunder.  None of the
rights  of  Sports  thereunder  will  be  impaired  by the  consummation  of the
transactions  contemplated  by this  Agreement,  and all of the rights of Sports
thereunder  will be  enforceable by Harvest after the Merger without the consent
or agreement of any other party except for the agreements specifically listed in
attachments hereto which contracts require consent to assignment.  Copies of the
all such contracts have  heretofore  been delivered to Harvest by Sports and are
true and  complete  and  include  all  amendments  and  supplements  thereto and
modifications thereof.



                                       10



<PAGE>




          5.01.12 Permits, Licenses,  Consents, Etc. Sports has all governmental
leases, licenses, permits, consents, approvals,  authorizations,  qualifications
and orders  necessary to conduct its business and to operate its  properties and
assets, and such leases, licenses, permits, consents, approvals, authorizations,
qualifications  and orders are in full force and effect.  No  notification to or
approval of any  governmental  agency is required for all  governmental  leases,
licenses,  permits,  consents,  approvals,  authorizations,  qualifications  and
orders to remain in full force and effect after the closing. No violations exist
or have been recorded in respect of any  governmental  lease,  license,  permit,
consent,  approval,   authorization,   qualification  or  order  of  Sports.  No
proceeding is pending or, to the best of Sports'  knowledge,  threatened looking
toward the  revocation or limitation of any such  governmental  lease,  license,
permit, consent, approval, authorization, qualification or order and there is no
basis or grounds for any such  revocation or limitation.  Sports has complied in
all material  respects  with all present and, to the best of Sports'  knowledge,
enacted  but  not  yet  effective,   federal,   state  and  local  laws,  rules,
regulations,  ordinances, codes, orders, licenses and permits relating to any of
its properties or applicable to its business.

          5.01.13 Absence of Defaults. Sports is not nor is it alleged to be, in
default  under,  or in  breach  of any  term  or  provision  of,  any  contract,
agreement,  lease,  license,  commitment,   instrument  or  fiduciary  or  other
obligation.  No  other  party  to  any  contract,   agreement,  lease,  license,
commitment, instrument or fiduciary or other obligation to which Sports is party
is in default  thereunder or in breach of any term or provision  thereof.  There
exists no condition or event which, after notice or lapse of time or both, would
constitute  a  default  by any  party to any such  contract,  agreement,  lease,
license, commitment, instrument or fiduciary or other obligation.

          5.01.14  Litigation.  There is (i) no suit,  action or claim,  (ii)_no
investigation or inquiry by any administrative  agency or governmental body, and
(iii) no legal, administrative or arbitration proceeding pending or, to the best
of  Sports'  knowledge,  threatened  against  Sports  or any of the  properties,
assets,  business or prospects of Sports or to which Sports is or might become a
party,  and to the best of Sports'  knowledge,  there is no basis or grounds for
any such suit, action, claim,  investigation,  inquiry or proceeding,  including
but not limited to,  labor,  equal  employment  opportunity,  safety and health,
environmental  and  antitrust  laws.  There  is  no  outstanding   order,  writ,
injunction or decree of any court, administrative agency or governmental body or
arbitration tribunal against or affecting or relating to Sports.

          5.01.15 No Breach or Violation of Law. The  execution  and delivery of
this Agreement by Sports and the consummation of the  transactions  contemplated
hereby will not (i) conflict  with,  or result in the breach of any of the terms
or conditions of, or constitute a default under,  or result in the  acceleration




                                       11



<PAGE>


of any obligation  under, or require any consent,  approval or notice under, the
charter  documents or the bylaws or any  resolution  of Sports or any  contract,
agreement,  commitment,  indenture,  mortgage,  deed  of  trust,  lease,  pledge
agreement, note, bond, license or other instrument or obligation to which Sports
is now a party or by which Sports or any of the  properties  or assets of Sports
may be bound or affected,  or (ii) violate any law, or any rule or regulation of
any administrative  agency or governmental body, or any order, writ,  injunction
or decree of any court, administrative agency or governmental body.

          5.01.16  Validity  and  Authorization.  This  Agreement  has been duly
authorized  by all  necessary  corporate  and  shareholder  action  and duly and
validly  executed and  delivered  by Sports and is legally  binding on Sports in
accordance with its terms.

          5.01.17  Completeness;  No  Misrepresentations.   The  copies  of  all
instruments,  agreements, and written information,  including without limitation
the  Schedules  hereto,  delivered  pursuant  to  this  Agreement  or  otherwise
furnished or made  available  to Harvest by Sports,  or any  representatives  of
either  of  them  are  complete   and  correct  as  of  the  date  hereof.   The
representations  and  warranties  made  by  Sports  or the  Shareholder  in this
Agreement or in any Schedule or other document furnished in connection with this
Agreement  do not contain any untrue  statement of a material  fact,  or omit to
state a material fact necessary to make the statements or facts contained herein
or therein not misleading.  The fact that Harvest and its  representatives  have
conducted an  investigation  of Sports prior to the execution of this  Agreement
shall not affect the representations and warranties contained in this Article or
the extent of the  obligations or liabilities of Sports in the event of a breach
of any such representation or warranty.

          5.01.18 Tax Matters. Sports has duly and timely filed all returns with
respect  to any  taxes  required  to be filed by it or for  which it may be held
responsible,  and has paid, or will pay on a timely basis, all taxes shown to be
due and payable on such returns,  all  deficiencies  and  assessments  of taxes,
notice of which has been  received  by it,  and all other  taxes  payable by it.
Sports is not aware of any basis upon which any assessment for a material amount
of additional taxes could be made.

          5.01.20 Financial Statements.  It is understood that Sports' financial
statements are not audited unless  indicated as such on the delivered  financial
documents.  The year-end financial  statements and interim financial  statements
delivered  by Sports to the  Purchaser  have been  prepared in  accordance  with
generally  accepted  accounting  principles  and  present  fairly the  financial
position  of Sports as of  December  31,  1998,  and as of  February  28,  1998,
respectively,  and the  statement  of income  presents  fairly  the  results  of
operations  and changes in  financial  position of Sports for the periods  ended
December 31, 1998,  and February 28, 1998,  respectively,  and sales reports for
the period  commencing  January 1, 1998,  through the calendar month immediately
proceeding the date of submittal of the same,  all in conformity  with generally
accepted accounting  principles applied on a basis consistent with that of prior
periods, except that the interim financial statements are not audited and do not
contain footnotes and are subject to audit adjustments.  Other than as disclosed


                                       12



<PAGE>



in the Financial  Statements,  or elsewhere herein,  as supplemented,  as of the
Closing Date,  Sports has no outstanding  liabilities as of the closing Date and
Sports has no  knowledge of any  threatened  claims,  actions or  investigations
which would result in the  incurrence of any  additional  liabilities  by Sports
which will  result in  Harvest  being  liable to any third  party due to Buyer's
purchase of the Transferred  Assets.  Sports has no  indebtedness,  liability or
obligation or any character whatsoever, whether or not accrued, whether known or
unknown,  fixed or unfixed,  choate or  inchoate,  liquidated  or  unliquidated,
contingent or otherwise,  including  without  limitation  liabilities for taxes,
other  governmental  charges or  pending  lawsuits,  other than (i)  liabilities
reflected  in the  Financial  Statements  or Interim  Financial  Statements,  or
elsewhere  herein,  or (ii) liabilities  since the date of the Interim Financial
Statements as disclosed in writing to Harvest.

          5.01.21 Full Disclosure.  Sports has disclosed to Harvest all material
facts  relating to Sports and its  operations and has not omitted to disclose to
Harvest any material fact  relating to Sports,  or its  operations  necessary to
make the statements made herein not misleading.

     5.02.    Survival   of   Representations,    Warranties,    Covenants   and
Indemnification.  All covenants,  agreements,  representations and warranties of
Sports  under this  Agreement  shall  survive  indefinitely  and shall be deemed
material and relied upon by the other parties,  regardless of any  investigation
made by or on behalf of the other parties.

     5.03. Disclosures. All of Sports' warranties and representations herein are
modified to the extent needed to take into account Sports' disclosures set forth
or identified in the attachment hereto entitled Sports Disclosures.

                                   ARTICLE VI.
                                SPORTS' COVENANTS

     6.01.  Continuation of Business.  Sports covenants and agrees with Harvest,
Kootenay,  and Surf City as follows:  between the date hereof and the  Effective
Date,(i) unless otherwise  consented to in writing by Harvest,  it shall conduct
its  affairs  solely in the  ordinary  course of business  consistent  with past
practice and shall not materially change its policies and practices;  (ii) shall
not  issue or  caused to be issued  by  Sports  any  capital  stock or  security
convertible  into  capital  stock,  except  pursuant  to  outstanding  warrants,
convertible preferred stock, stock options and convertible debentures,  or grant
any options or rights to acquire  capital  stock,  or  otherwise  alter  Sports'
capital  structure;  (iii) shall not repurchase any of its securities or pay any
dividend or make any  distribution  with  respect to its  securities  other than
normal cash  dividends;  (iv) shall not enter into any  contract or  arrangement
other  than in the  ordinary  course  of  business;  and (v) shall not amend its
charter documents or bylaws

     6.02. No Solicitation.  Unless and until the Effective Date occurs,  Sports
shall not (i) solicit any offer to acquire all or any part of Sports'  business,




                                       13



<PAGE>


assets or other  properties  or capital  stock,  whether by merger,  purchase of
assets,  tender offer or otherwise or (ii) except as required by law,  disclose,
directly or indirectly,  any information not customarily disclosed to any person
or entity concerning Sports' business or properties,  afford to any other person
or entity access to Sports' properties,  books or records or otherwise assist or
encourage any person or entity in connection with any of the foregoing.

                                  ARTICLE VII.
                    HARVEST'S REPRESENTATIONS AND WARRANTIES

     7.01. Harvest's Representations and Warranties. Harvest makes the following
representations  and warranties to Sports as a material inducement for Sports to
enter into this Agreement  subject only to such  disclaimers as disclosures  and
exceptions  as  are  expressly  set  forth  in  the  attachments  hereto.  These
representations  and  warranties  are  limited to the best actual  knowledge  of
Harvest  Directors  and  officers.   Further,   immaterial   breaches  of  these
representations   and  warranties  are  specifically   agreed  to  not  comprise
actionable breaches.

          7.01.1 Capitalization.

               7.01.1.1  Authorized  Stock.  The  authorized  capital  stock  of
Harvest consists of 20,000,000  shares of Harvest Common Stock,  $0.01 par value
per share,  3,00,00 Series A, Preferred Stock, and 1,000 shares of Harvest Seris
B Preferred Stock, $1.00 par value per share.

               7.01.1.2.  Issued  Common Stock.  There are  2,699,030  shares of
Harvest Common Stock issued and outstanding, all of which are owned beneficially
and of record by the listed shareholders. All such issued and outstanding shares
of Harvest  Common Stock are duly  authorized,  validly  issued,  fully paid and
non-assessable,  were not  issued in  violation  of the  terms of any  contract,
agreement or commitment  binding upon Harvest or any preemptive rights or rights
of first  refusal,  and  were  issued  in  compliance  with  all of its  charter
documents and applicable law.

               7.01.1.3  Issued  Preferred  Stock.  There are 515,000  shares of
Harvest  Series A Preferred  Stock and 150 shares of Harvest  Series B Preferred
Stock issued and outstanding,  all of which are owned beneficially and of record
by the listed  shareholders.  All such issued and outstanding  shares of Harvest
Preferred  Stock  are  duly   authorized,   validly   issued,   fully  paid  and
non-assessable,  were not  issued in  violation  of the  terms of any  contract,
agreement or commitment  binding upon Harvest or any preemptive rights or rights
of first  refusal,  and  were  issued  in  compliance  with  all of its  charter
documents and applicable law.

          7.01.2 Organization, Standing and Power. Harvest is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Texas and is qualified to do business where the failure to be so qualified would
materially and adversely affect its condition, properties, assets or operations.




                                       14



<PAGE>


Harvest  has all  requisite  corporate  power and  authority  to enter  into and
perform and consummate the  transactions  contemplated  by this  Agreement.  The
copies of the charter documents of Harvest and all amendments thereto and of its
bylaws as amended to date which have  heretofore  been furnished or delivered to
the Sports are correct and complete.

          7.01.3 Subsidiaries. Harvest has no subsidiaries.

          7.01.4 Title to Assets. Harvest has good, valid and indefeasible title
to its  assets,  free and clear of all  security  interests,  mortgages,  liens,
encumbrances,  title  retention or security  agreements,  claims,  restrictions,
leases,  options,  rights of first offer or first  refusal,  confidentiality  or
secrecy  agreements,  non-competition  agreements,  defects  of  title  or other
encumbrances  or rights of others.  The execution and delivery of this Agreement
and the consummation of the transaction  contemplated hereby will not constitute
a violation of, nor be in conflict  with,  nor  constitute a default,  under any
terms or provisions of any contract,  lease, mortgage,  indenture,  or any other
document  whatsoever  to which Harvest may be a party or to which Harvest may be
bound on each Closing Date.

          7.01.5 Other Relationships. No affiliate, director, officer, principal
executive, or employee of or consultant to Harvest owns, directly or indirectly,
in whole or in part,  any  property,  asset or  right,  tangible  or  intangible
relating to or affecting Harvest.

          7.01.6  Other  Transactions  Etc.  No  affiliate,  director,  officer,
principal executive or employee of Harvest, has, directly or indirectly, engaged
in any transaction with Harvest outside of the ordinary course of business.

          7.01.7 Undisclosed  Liabilities.  Harvest has no debts, liabilities or
obligations of any nature, whether accrued,  absolute,  contingent or otherwise,
whether due or to become due,  including,  but not  limited to,  liabilities  or
obligations  on account of known fraud by any merchant  customer,  taxes,  other
governmental  charges,  duties,   penalties,   interest,  fines,  vacation  pay,
workmen's compensation claims, or pension plan obligations and there is no known
basis for the assertion against Harvest.

          7.01.8 Absence of Certain  Changes or Events.  The business of Harvest
has been  operated  only in the usual and ordinary  course of business and there
has not been any occurrence,  event or condition  outside of the ordinary course
of business.

          7.01.9  Condition  of  Assets.  The  assets  of  Harvest  are in  good
operating  condition for the purposes of  conducting  the business of Harvest on
the Effective Date as such business has been or is being conducted.  Harvest has
good and marketable  title to all of the Assets subject to no mortgage,  pledge,
lien, conditional sales agreement,  encumbrance, security interest, encumbrance,
or charge of any nature whatsoever, except as herein provided.




                                       15



<PAGE>



          7.01.10 No Violation of Law. Neither Harvest, nor any of its assets or
property of Harvest or the ownership,  leasing,  occupancy or operation thereof,
is in  violation of any  applicable  law,  code,  rule,  regulation,  ordinance,
license or permit,  including,  but not limited to,  those  related to building,
zoning,  environmental matters or employee health and safety, and no notice from
any  governmental  body or other person has been served upon Harvest occupied or
operated by Harvest claiming any such violation.

          7.01.11 Contracts. All of Harvest' contracts, agreements, customer and
supplier purchase order and other  commitments are legal,  valid and binding and
in full force and  effect,  and there are no  defaults  thereunder.  None of the
rights  of  Harvest  thereunder  will be  impaired  by the  consummation  of the
transactions  contemplated by this  Agreement,  and all of the rights of Harvest
thereunder will be enforceable by Sports after the Merger without the consent or
agreement of any other party except for the  agreements  specifically  listed in
attachments hereto which contracts require consent to assignment.  Copies of the
all such contracts have  heretofore  been delivered to Sports by Harvest and are
true and  complete  and  include  all  amendments  and  supplements  thereto and
modifications thereof.

          7.01.12 Permits, Licenses, Consents, Etc. Harvest has all governmental
leases, licenses, permits, consents, approvals,  authorizations,  qualifications
and orders  necessary to conduct its business and to operate its  properties and
assets, and such leases, licenses, permits, consents, approvals, authorizations,
qualifications  and orders are in full force and effect.  No  notification to or
approval of any  governmental  agency is required for all  governmental  leases,
licenses,  permits,  consents,  approvals,  authorizations,  qualifications  and
orders to remain in full force and effect after the closing. No violations exist
or have been recorded in respect of any  governmental  lease,  license,  permit,
consent,  approval,  authorization,   qualification  or  order  of  Harvest.  No
proceeding is pending or, to the best of Harvest' knowledge,  threatened looking
toward the  revocation or limitation of any such  governmental  lease,  license,
permit, consent, approval, authorization, qualification or order and there is no
basis or grounds for any such revocation or limitation.  Harvest has complied in
all material  respects with all present and, to the best of Harvest'  knowledge,
enacted  but  not  yet  effective,   federal,   state  and  local  laws,  rules,
regulations,  ordinances, codes, orders, licenses and permits relating to any of
its properties or applicable to its business.

          7.01.13  Absence of Defaults.  Harvest is not nor is it alleged to be,
in  default  under,  or in breach of any term or  provision  of,  any  contract,
agreement,  lease,  license,  commitment,   instrument  or  fiduciary  or  other
obligation.  No  other  party  to  any  contract,   agreement,  lease,  license,
commitment,  instrument  or fiduciary or other  obligation  to which  Harvest is
party is in default  thereunder  or in breach of any term or provision  thereof.
There exists no condition or event which, after notice or lapse of time or both,
would constitute a default by any party to any such contract,  agreement, lease,
license, commitment, instrument or fiduciary or other obligation.




                                       16



<PAGE>



          7.01.14  Litigation.  There is (i) no suit,  action or claim,  (ii)_no
investigation or inquiry by any administrative  agency or governmental body, and
(iii) no legal, administrative or arbitration proceeding pending or, to the best
of Harvest'  knowledge,  threatened  against  Harvest or any of the  properties,
assets,  business or prospects of Harvest or to which Harvest is or might become
a party, and to the best of Harvest' knowledge, there is no basis or grounds for
any such suit, action, claim,  investigation,  inquiry or proceeding,  including
but not limited to,  labor,  equal  employment  opportunity,  safety and health,
environmental  and  antitrust  laws.  There  is  no  outstanding   order,  writ,
injunction or decree of any court, administrative agency or governmental body or
arbitration tribunal against or affecting or relating to Harvest.

          7.01.15 No Breach or Violation of Law. The  execution  and delivery of
this Agreement by Harvest and the consummation of the transactions  contemplated
hereby will not (i) conflict  with,  or result in the breach of any of the terms
or conditions of, or constitute a default under,  or result in the  acceleration
of any obligation  under, or require any consent,  approval or notice under, the
charter  documents or the bylaws or any  resolution  of Harvest or any contract,
agreement,  commitment,  indenture,  mortgage,  deed  of  trust,  lease,  pledge
agreement,  note,  bond,  license or other  instrument  or  obligation  to which
Harvest is now a party or by which Harvest or any of the properties or assets of
Harvest  may be bound  or  affected,  or (ii)  violate  any law,  or any rule or
regulation  of any  administrative  agency or  governmental  body, or any order,
writ,  injunction or decree of any court,  administrative agency or governmental
body.

          7.01.16  Validity  and  Authorization.  This  Agreement  has been duly
authorized  by all  necessary  corporate  and  shareholder  action  and duly and
validly  executed and delivered by Harvest and is legally  binding on Harvest in
accordance with its terms.

          7.01.17  Completeness;  No  Misrepresentations.   The  copies  of  all
instruments,  agreements, and written information,  including without limitation
the  Schedules  hereto,  delivered  pursuant  to  this  Agreement  or  otherwise
furnished or made  available  to Sports by Harvest,  or any  representatives  of
either  of  them  are  complete   and  correct  as  of  the  date  hereof.   The
representations  and  warranties  made by  Harvest  or the  Shareholder  in this
Agreement or in any Schedule or other document furnished in connection with this
Agreement  do not contain any untrue  statement of a material  fact,  or omit to
state a material fact necessary to make the statements or facts contained herein
or therein not  misleading.  The fact that Sports and its  representatives  have
conducted an  investigation  of Harvest prior to the execution of this Agreement
shall not affect the representations and warranties contained in this Article VI
or the extent of the  obligations  or  liabilities  of Harvest in the event of a
breach of any such representation or warranty.

          7.01.18 Tax  Matters.  Harvest  has duly and timely  filed all returns
with respect to any taxes required to be filed by it or for which it may be held
responsible,  and has paid, or will pay on a timely basis, all taxes shown to be
due and payable on such returns,  all  deficiencies  and  assessments  of taxes,
notice of which has been  received  by it,  and all other  taxes  payable by it.
Harvest  is not aware of any basis  upon  which any  assessment  for a  material
amount of additional taxes could be made.



                                       17



<PAGE>




          7.01.20 Financial Statements. It is understood that Harvest' financial
statements are not audited unless  indicated as such on the delivered  financial
documents.  The year-end financial  statements and interim financial  statements
delivered by Harvest to the  Purchaser  have been  prepared in  accordance  with
generally  accepted  accounting  principles  and  present  fairly the  financial
position of Harvest as of  December  31,  1998,  and as of  February  28,  1998,
respectively,  and the  statement  of income  presents  fairly  the  results  of
operations  and changes in financial  position of Harvest for the periods  ended
December 31, 1998,  and February 28, 1998,  respectively,  and sales reports for
the period  commencing  January 1, 1998,  through the calendar month immediately
proceeding the date of submittal of the same,  all in conformity  with generally
accepted accounting  principles applied on a basis consistent with that of prior
periods, except that the interim financial statements are not audited and do not
contain footnotes and are subject to audit adjustments.  Other than as disclosed
in the Financial  Statements,  or elsewhere herein,  as supplemented,  as of the
Closing Date, Harvest has no outstanding  liabilities as of the closing Date and
Harvest has no knowledge of any  threatened  claims,  actions or  investigations
which would result in the  incurrence of any  additional  liabilities by Harvest
which  will  result in Sports  being  liable to any third  party due to  Buyer's
purchase of the Transferred  Assets.  Harvest has no indebtedness,  liability or
obligation or any character whatsoever, whether or not accrued, whether known or
unknown,  fixed or unfixed,  choate or  inchoate,  liquidated  or  unliquidated,
contingent or otherwise,  including  without  limitation  liabilities for taxes,
other  governmental  charges or  pending  lawsuits,  other than (i)  liabilities
reflected  in the  Financial  Statements  or Interim  Financial  Statements,  or
elsewhere  herein,  or (ii) liabilities  since the date of the Interim Financial
Statements as disclosed in writing to Sports.

          7.01.21 Full Disclosure.  Harvest has disclosed to Sports all material
facts  relating to Harvest and its operations and has not omitted to disclose to
Sports any material fact  relating to Harvest,  or its  operations  necessary to
make the statements made herein not misleading.

          7.01.22  Financing.  Harvest  has  been  negotiating  for  debt/equity
financing  which is in process and is  anticipated  to close by the end of March
1998.

     7.02.    Survival   of   Representations,    Warranties,    Covenants   and
Indemnification.  All covenants,  agreements,  representations and warranties of
Harvest  under this  Agreement  shall survive  indefinitely  and shall be deemed
material and relied upon by the other parties,  regardless of any  investigation
made by or on behalf of the other parties.

     7.03.  Disclosures.  All of Harvest' warranties and representations  herein
are modified to the extent needed to take into account Harvest'  disclosures set
forth or identified in the attachment hereto entitled Harvest Disclosures.



                                       18



<PAGE>




                                  ARTICLE VIII.
                               HARVEST'S COVENANTS

     8.01.  Continuation of Business.  Harvest  covenants and agrees as follows:
between the date hereof and the Effective Date,(i) unless otherwise consented to
in writing by Sports, it shall conduct its affairs solely in the ordinary course
of business  consistent  with past practice and shall not materially  change its
policies and  practices;  (ii) shall not issue or caused to be issued by Harvest
any capital stock or security convertible into capital stock, except pursuant to
outstanding warrants, convertible preferred stock, stock options and convertible
debentures,  or grant any  options  or  rights  to  acquire  capital  stock,  or
otherwise alter Harvest's capital  structure;  (iii) shall not repurchase any of
its securities or pay any dividend or make any distribution  with respect to its
securities  other  than  normal  cash  dividends;  (iv) shall not enter into any
contract or arrangement  other than in the ordinary course of business;  and (v)
shall not amend its charter documents or bylaws

     8.02. No Solicitation.  Unless and until the Effective Date occurs, Harvest
shall  not (i)  solicit  any  offer  to  acquire  all or any  part of  Harvest's
business,  assets or other  properties  or  capital  stock,  whether  by merger,
purchase of assets, tender offer or otherwise or (ii) except as required by law,
disclose,  directly or indirectly,  any information not customarily disclosed to
any person or entity concerning Harvest's business or properties,  afford to any
other  person or entity  access to  Harvest's  properties,  books or  records or
otherwise assist or encourage any person or entity in connection with any of the
foregoing.

                                   ARTICLE IX.
                       CONDITIONS TO THE EXCHANGE OF STOCK

     9.01.  Conditions  Precedent to Performance by Harvest.  The obligations of
Harvest under this  Agreement are subject to the  satisfaction  of the following
conditions  (any or all of which may be waived by Harvest in its sole discretion
to the extent permitted by law):

          9.01.1  Board and  Stockholder  Approval.  The Merger  shall have been
effectively  adopted and approved at or prior to the Effective Date by the Board
of Directors and stockholders of Sports in accordance with applicable law.

          9.01.2  Representations  True Representations and Covenants Performed.
The  representations and warranties of Sports set forth herein shall be true and
correct in all material  respects  immediately  prior to the Effective Date with
the same  effect  as if made at that  time.  Sports  shall  have  performed  all
obligations  and complied  with all covenants  required by this  Agreement to be
performed  or  complied  with by them on or prior  to the  Effective  Date.  The
President  of Sports  shall  have  delivered  to Harvest a  certificate  to such
effect.




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<PAGE>



          9.01.3 No Litigation  Affecting Merger. No judgment,  decree, order or
ruling of any court or  regulatory  or  governmental  authority  shall have been
issued or entered  against  Sports which would be violated by the  completion of
the Merger, and no person or entity which is not a party to this Agreement shall
have commenced any litigation against Sports seeking to restrain or prohibit, or
to  obtain  substantial  damages  in  connection  with,  this  Agreement  or the
transactions contemplated hereby.

          9.01.4 Securities Laws. All approvals,  consents, permits, licenses or
qualifications from authorities  administering the securities or "blue-sky" laws
of any state having  jurisdiction  required for the  consummation  of the Merger
shall have been obtained and shall be effective.

          9.01.5  Regulatory  Compliance,  Approvals and Consents.  Sports shall
have  complied  with all legal  provisions  applicable  to the  Merger,  and all
approvals  required under any legal  provision to carry out the Merger,  and all
consents required to be obtained in connection with the Merger in order to avoid
a default under any contract, agreement, commitment, lease, mortgage, instrument
or other document to or by which any of Sports is a party or may be bound, shall
have been obtained on terms reasonably satisfactory to Harvest.

          9.01.6 Filings.  A duly certified,  executed and acknowledged  copy of
articles  of merger  with  respect to the Merger  shall have been filed with the
appropriate  Secretary in accordance  with  applicable law and a duly certified,
executed and  acknowledged  copy of this  Agreement,  or a certificate of merger
with respect  thereto,  shall have been filed with the appropriate  Secretary in
accordance with applicable law.

     9.02.  Conditions  Precedent to Performance by Sports.  The  obligations of
Sports under this  Agreement  are subject to the  satisfaction  of the following
conditions (any or all of which may be waived by Sports in their sole discretion
to the extent permitted by law):

          9.02.1  Board and  Stockholder  Approval.  The Merger  shall have been
effectively  adopted and approved at or prior to the Effective Date by the Board
of  Directors  of  Harvest  and  stockholders  of  Harvest  in  accordance  with
applicable law and Harvest shall have delivered such certificate and evidence of
the same as reasonably requested by Sports.

          9.02.2    Representations   True   and   Covenants   Performed.    The
representations  and  warranties  of Harvest set forth  herein shall be true and
correct in all material  respects  immediately  prior to the Effective Date with
the same  effect as if made at that  time.  Harvest  shall  have  performed  all
obligations  and complied  with all covenants  required by this  Agreement to be
performed  or  complied  with by them on or prior  to the  Effective  Date.  The
President  of  Harvest  shall have  delivered  to Sports a  certificate  to such
effect.




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<PAGE>



          9.02.3 No Litigation  Affecting Merger. No judgment,  decree, order or
ruling of any court or  regulatory  or  governmental  authority  shall have been
issued or entered  against  Harvest which would be violated by the completion of
the Merger, and no person or entity which is not a party to this Agreement shall
have commenced any litigation  against  Harvest seeking to restrain or prohibit,
or to obtain  substantial  damages in  connection  with,  this  Agreement or the
transactions contemplated hereby.

          9.02.4 Securities Laws. All approvals,  consents, permits, licenses or
qualifications from authorities  administering the securities or "blue-sky" laws
of any state having  jurisdiction  required for the  consummation  of the Merger
shall have been obtained and shall be effective.

          9.02.5  Regulatory  Compliance,  Approvals and Consents.  Sports shall
have  complied  with all legal  provisions  applicable  to the  Merger,  and all
approvals  required under any Legal Provisions to carry out the Merger,  and all
consents required to be obtained in connection with the Merger in order to avoid
a default under any contract, agreement, commitment, lease, mortgage, instrument
or other document to or by which Harvest is a party or may be bound,  shall have
been obtained on terms reasonably satisfactory to Sports.

          9.02.6 Filings.  A duly certified,  executed and acknowledged  copy of
this Agreement, or a certificate of merger with respect thereto, shall have been
filed with the appropriate state Secretary in accordance with applicable law and
a duly  certified,  executed  and  acknowledged  copy of articles of merger with
respect to the Merger  shall have been filed with the  appropriate  Secretary in
accordance with applicable law.

                                   ARTICLE X.
                                     NOTICES

     10.01  Notices.  All notices,  requests,  demands and other  communications
required or permitted to be given  hereunder or with respect  hereto shall be in
writing, and may be given by (a) personal service, (b) first-class United States
mail postage prepaid,  (c) overnight  delivery  service,  charges prepaid or (d)
telecopy or other means of electronic transmission, if confirmed promptly by any
of the methods specified in clauses (a) (c) of this sentence, and will be deemed
to have  been  duly  given  or  made  when  delivered  personally,  when  mailed
first-class, postage prepaid, registered or certified mail when delivered to the
telegraph company, charges prepaid or when sent by electronic  transmission,  to
the respective parties, as follows:

                           If to Harvest:

                           Harvest Restaurant Group, Inc.
                           1250 N.E. Loop 410, Suite 335
                           San Antonio, Texas  78209



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<PAGE>



                           Attention:  William J. Gallagher

                           If to Sports:

                           Sports Group International, Inc.
                           P.O. Box 13285
                           LaJolla, California  92039

     10.02 Change of Address.  Any of the parties  hereto may change the address
to which such  communications  are to be directed to it or him by giving written
notice to the other parties in the manner provided in Section_10.01

                                   ARTICLE XI.
                                     GENERAL

     11.01 Governing Law. This Agreement and the performance of the transactions
contemplated  hereby  shall  be  governed  by  and  construed  and  enforced  in
accordance with the laws of Texas,  notwithstanding any contrary  application of
conflicts of laws principles.

     11.02 Press Releases. The parties hereto agree to use their best efforts to
coordinate  the  preparation  of and making of any public  announcements  of the
transactions   contemplated  by  this  Agreement.  No  such  release  or  public
announcement  pertaining to the transactions  contemplated by this Agreement may
be made by either party  without the prior  consent of the other  party,  unless
such release or announcement is required by law.

     11.03 Entire  Agreement.  This  Agreement and the Schedules  hereto and the
agreements,  documents and instruments  referred to herein, set forth the entire
agreement  and  understanding  of the  parties in  respect  of the  transactions
contemplated  hereby  and  supersede  all  prior  agreements,  arrangements  and
understandings  relating to the subject matter hereof,  whether oral or written.
The  parties  hereto  have  not  relied  upon  any  promises,   representations,
warranties,  agreements,  covenants or undertakings,  other than those expressly
set forth or referred to herein.

     11.04 Successors. All of the terms, covenants, representations,  warranties
and conditions of this Agreement shall be binding upon, and inure to the benefit
of and be enforceable  by, the parties hereto and their  respective  successors,
heirs,  and other legal  representatives,  but this Agreement and the rights and
obligations  hereunder shall not be assigned,  except that Harvest may assign or
transfer any of its rights and  obligations  hereunder to any of its  affiliates
without Sports' or the Shareholder's consent.

     11.05 Modification.  No amendment,  modification or attempt to supersede or
cancel any of the terms,  covenants,  representations,  warranties or conditions




                                       22



<PAGE>


hereof shall be effective  unless such  amendment,  modification or direction to
supersede or cancel such term, covenant,  representation,  warranty or condition
is in writing executed by Harvest, Sports, or, in the case of a waiver, by or on
behalf of the party waiving compliance. No waiver by any party of any condition,
or of any breach of any term, covenant,  representation or warranty contained in
this Agreement, in any one or more instances, shall be deemed to be a further or
continuing  waiver  of any such  condition  or  breach  or a waiver of any other
condition  or of any  breach  of any other  term,  covenant,  representation  or
warranty.

     11.06 Counterparts. This Agreement and any amendment or modification hereof
may be executed simultaneously in two or more counterparts,  each of which shall
be deemed an original,  but all of which taken together shall constitute one and
the same instrument.

     11.07 Signatures by Facsimile.  Any facsimile signature of any party hereto
shall constitute a legal, valid and binding execution hereof by such party.

     11.08  Arbitration.  In the event of a dispute  between the parties arising
under this Agreement,  the parties shall submit to binding  arbitration before a
single  arbitrator in a neutral city, under the Commercial  Arbitration Rules of
the American  Arbitration  Association.  The decision of the arbitrator shall be
final and binding with respect to the dispute  subject to arbitration  and shall
be enforceable in any court of competent jurisdiction. Each party shall bear its
own expenses and costs incurred in such  arbitration.  Nothing in this paragraph
shall  derogate  from the rights of the parties to seek  preliminary  injunctive
relief to preserve the status quo.



                                       23



<PAGE>






                                       24



<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have duly executed this Agreement
and Plan of Merger as of the date first above written.

HARVEST RESTAURANT GROUP, INC.                SPORTS GROUP INTERNATIONAL, INC.


-------------------------                     ----------------------------------
By:  William J. Gallagher                     By:
Title: Chairman & Chief Executive Officer     Title:  President










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