AGREEMENT

         AGREEMENT MADE as of the 24th day of January,  2001 by and between Mark
W. Magnusson, hereinafter sometimes described as "the Executive", and Eduardo J.
Rodriguez,  hereinafter  sometimes  referred to as "the  Principal," and Rascals
International,  Inc.,  hereinafter  sometimes  referred to as  "Rascals" or "the
Company;"

         WHEREAS,  Mark W. Magnusson is the owner of 3,412,500 shares of Rascals
common stock;

         WHEREAS,  the Executive desires to confirm in writing arrangements made
with both  Rascals and the  Principal  whereby he has resigned his position as a
director  and  officer  of the  Company  in  exchange  for a  severance  package
including  monies to compensate him for loans and back pay  aggregating  $40,000
including inputed interest;

         NOW,  THEREFORE,  in consideration of the sum of Ten ($10.00)  Dollars,
and of the  mutual  covenants  and  agreement  hereinafter  set  forth and other
valuable consideration, the parties agree as follows:

         1. The representations contained in the "WHEREAS" clauses are deemed to
be incorporated in and made an integral part of this Agreement.

         2.  Rascals  hereby  agrees  to pay  the  sum of  $1,000  per  week  in
consideration  for the work performed by the  Executive,  said payment of $1,000
per week to be made commencing the week of January 31, 2001 and to terminate the
week of January 24, 2003. A Form 1099 will be issued at the end of each calendar
year reflecting payments made.

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         3. As  additional  compensation,  the  Executive  and his family are to
continue to receive  coverage under the health care plan of Rascals for a period
of two years from the date of this Agreement.

         4.  Rascals  also  agrees to pay the  Executive  the sum of $500 a week
commencing  January  31,  2001  until  the  $40,000  of  loans  and  back pay is
satisfied, said payment to be without interest.

         5. As a condition  precedent to the  implementation  of this Agreement,
the  Executive  agrees  that he will,  subsequent  to April 24,  2001,  sell two
million shares of Rascals common stock owned by him to persons designated by the
Principal at a cost of one mill per share.

         6. As further  consideration,  Rascals and the Principal  agree to hold
the  Executive  harmless  with respect to any  obligations  of Rascals where the
Executive  gave personal  guarantees  or has otherwise  claimed to be personally
liable.

         7. At the time of the  delivery  of the two  million  shares of Rascals
common stock owned by the Executive  persons  designated by the  Principal,  the
Executive  will be entitled to purchase  from  Rascals one million  five hundred
thousand shares of Rascals common stock at a price of one mill per share.

         8. The Executive  represents and warrants that he is the owner free and
clear of any  encumbrances  of the two million shares of Rascals common stock to
be sold by him as set forth in paragraph five and seven of this agreement.

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         9. The parties  shall each bear their own legal  expenses in connection
with this Agreement.

         10. At the Closing of this Agreement, and at any time thereafter,  each
party shall execute and deliver such further  instruments  and take such further
action as may reasonably be requested in order to more effectively carry out and
fulfill his or its obligations and undertaking hereunder.

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         11. All  demands  and  notices  given  hereunder  shall be sent by mail
addressed to the  respective  parties care of their  attorneys at the  addressed
herein below set forth, or to such other addresses as each hereafter designate:

         If to:    Mark W. Magnusson
                   c/o George D. Lordi, Esq.
                   Lordi & Tafro, P.C.
                   1025 Bloomfield Avenue, Suite 3
                   West Caldwell, NJ 07006-7103

         If to:    Eduardo J. Rodriquez
                   c/o Robert H. Jaffe, Esq.
                   Robert H. Jaffe & Associates, P.A.
                   8 Mountain Avenue
                   Springfield, New Jersey 07081

         18. This  Agreement  shall be binding  upon and inure to the benefit of
the respective  parties hereto,  their legal  representatives,  successors,  and
assigns.

         19. This Agreement  supercedes all agreements  previously  made between
the  parties  hereto  relating  to  its  subject  matter.  There  are  no  other
understandings  or agreements  between them. Any changes to the within Agreement
shall have no legal  effect or  consequence  unless in writing and signed by the
parties hereto.

         20.  This Agreement shall be construed in accordance with
and governed by the laws

of the State of New Jersey.
                                               RASCALS INTERNATIONAL, INC.

-----------------------------                  -------------------------
Mark W. Magnusson, Executive                   Eduardo J. Rodriguez,
                                               President


                                               ---------------------------
                                               Eduardo J. Rodriguez, Principal

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