Michael Alagna

                                   the Seller

                               WESTERN BEEF, INC.

                                    the Buyer

                                 --------------

                              ACQUISITION AGREEMENT

                                 --------------

                         Dated as of September 18, 1998

                    Purchase of all of the outstanding capital
                        stock of 814 Jamaica Avenue, Inc.
<PAGE>

      This ACQUISITION AGREEMENT, dated as of September 18,1998 (this
"Agreement"), between Western Beef Inc., a Delaware corporation, with an office
at 47-05 Metropolitan Avenue, Ridgewood, New York 11385 (the "Buyer") and
Michael Alagna, an individual residing at 23277 Barlake Drive, Race Raton,
Florida 33423(the "Seller"),

                                   WITNESSETH:

      WHEREAS, the Seller owns all of the issued and outstanding shares of
capital stock, no par value (the "Company Shares") of 814 Jamaica Avenue, Inc.
New York corporation (the "Company"); and

      WHEREAS, the Buyer desires to acquire from the Seller, and the Seller
desires to sell to the Buyer the Company Shares, upon the terms and subject to
the conditions set forth In this Agreement.

      NOW, THEREFORE, in reliance upon the representations, warranties and
agreements made herein and in consideration of the premises and mutual promises
herein contained, the receipt and sufficiency of which are hereby acknowledged,
the Buyer and the Seller agree as follows:

                                    ARTICLE I

                            TERMS OF THE TRANSACTION

      Section 1.1. Sale and Purchase of Company Shares.

      The Seller shall, on the Closing Date, sell transfer and assign to the
Buyer the Company Shares by delivering to the Buyer, against payment therefore
as provided in Section 1.2, certificates for the Company Shares in proper form
for transfer by delivery or with duty executed stock powers attached thereto,
together with funds for payment of all transfer taxes respecting the Company
Shares, if any.
<PAGE>

      The Company Shares shall be sold by the Seller and shall be purchased by
the Buyer for an aggregate purchase price of Sixty-Five Thousand ($65,000.00)
Dollar (the "Purchase Price"). The Purchase Price shall be paid as follows:

      (a)   On the signing of this Agreement, by unendorsed check payable to the
            "Escrow Agent", as hereinafter defined, subject to collection, the
            receipt of which is hereby acknowledged, the sum of $18,000 (the
            "Downpayment"); and

      (b)   At the Closing, as herein provided, by official, unendorsed cashiers
            or unendorsed certified check payable to Seller, drawn on a bank
            which is a member of the New York Clearing House, the sum $53,000
            provided, however, that upon Seller's request made at least 48 hours
            prior to closing of title hereunder, payments shall be broken down
            into such amounts and made to such payees as Seller designates.

      Section 1.3. The Downpayment.

            (a) Buyer has delivered the Downpayment to Malcolm Fein, Esq., (the
"Escrow Agent"), subject to collection end the Escrow Agent, by his execution of
this Agreement, acknowledges receipt of the Downpayment and agrees to hold the
Downpayment, and Seller and Buyer agree that the Downpayment is to be held in
escrow by the Escrow Agent, on the following terms and conditions:

            (i) The Escrow Agent shall deposit the payment in his name in an
            interest bearing account at European American Bank and shall dispose
            of the Downpayment pursuant to the provisions of this Agreement.

            (ii) The Escrow Agent shall have the right, but not the obligation,
            to require and receive such written certifications or instructions
            from Seller and/or


                                       3
<PAGE>

            Purchaser as he deems necessary or appropriate before taking any
            action hereunder.

            (iii) If any dispute arises between Seller and Buyer, or if the
            Escrow Agent is uncertain as to his obligations under this
            Agreement, the Escrow Agent shall have the right, but not the
            obligation, to refrain from taking any action other than to continue
            to hold the Downpayment in escrow as herein provided, until
            otherwise directed by a final judgment of a court of competent
            jurisdiction or by a written agreement signed by Seller and Buyer.

            (iv) The Escrow Agent may assume the genuineness of any document or
            signature which appears to him to be genuine (whether an original or
            photocopy) if such document or signature is presented to him.

            (v) The Escrow Agent shall have no obligation other than those
            specifically set forth in this paragraph. The Escrow Agent shall
            have no liability to any party hereto except for his willful
            misconduct or gross negligence and shall in no event be liable or
            responsible for any failure of any banking institution in which the
            Downpayment is deposited to pay the Downpayment at the Escrow
            Agent's direction.

            (vi) The Escrow Agent shall not be obligated to, but may, institute
            legal proceedings of any kind including, but not limited to, a legal
            proceeding or action in a court of competent jurisdiction to
            determine his obligations hereunder or to seek permission to deposit
            the Downpayment and any interest earned thereon in court and be
            relieved of all further obligations hereunder. Upon such deposit of
            the Downpayment in court, the Escrow Agent shall be relieved of all
            obligations and liabilities hereunder. 

            (vii) The parties acknowledge that the Escrow Agent is acting solely
            as a stakeholder at their request and for their convenience, that
            Escrow Agent


                                       4
<PAGE>

            shall not be deemed to be the agent of either of the parties, and
            that the Escrow Agent shall not be liable to either of the parties
            for any act or omission on its part unless taken or suffered in bad
            faith, in willful disregard of this Agreement or involving gross
            negligence. Seller and Purchaser shall jointly and severally
            indemnify, defend and hold the Escrow Agent harmless from and
            against any claim, damage, cost, liability, obligation or expense
            (including, but not limited to, reasonable attorneys fees and
            disbursements) made against or incurred by the Escrow Agent by
            reason of his acting hereunder, unless such claim, damage, cost,
            liability, obligation or expense results solely from the Escrow
            Agent's own gross negligence or willful misconduct. The provisions
            of this subparagraph (vii) shall survive the expiration, termination
            or cancellation of this Agreement or the closing of title, as the
            case may be.

            (viii) Any notice under this paragraph shall be sent in the manner
            provided in Section 10.4 with any notice to be sent to the Escrow
            Agent to be sent to him at the following address: 123 Joralemon
            Street, Brooklyn, New York 11201, or such other address as the
            Escrow Agent shall designate in accordance with said paragraph.
            Copies of any notices or other communications sent to the Escrow
            Agent under this paragraph shall be sent to the parties hereto in
            the manner provided in Section 10.4.

            (ix) In any action or proceeding relating to the subject matter of
            this Agreement, Seller may be represented by the Escrow Agent and
            Purchaser shall not object to such representation.

            (x) The Escrow Agent has acknowledged agreement to these provisions
            by signing in the place indicated on the signature page of this
            Agreement.


                                       5
<PAGE>

      Section 1.4. Certain Expenses. Neither the Buyer nor the Company shall
pay or be liable for or be required to pay any of the following liabilities,
fees or expenses incurred by the Seller, all of which shall be borne and paid by
the Seller:

            (i) fees and expenses, if any, of any person retained by Seller or
      the Company for financial services or services as a finder rendered to the
      Company or the Seller in connection with the sale contemplated by this
      Agreement.

            (ii) professional fees of counsel for the Company or the Seller and
      any accountant or auditor for the Company or the Seller for services
      rendered to the Company or the Seller and out-of-pocket disbursements and
      other expenses of the Company, the Seller, any of their counsel or
      accountants, incurred in connection with the sale contemplated by this
      Agreement, including the expenses of the Company in connection with the
      preparation of the Balance Sheet (as hereafter defined).

            (iii) documentary stamp taxes or other similar charges, taxes,
      including real property transfer taxes, or expenses incurred by the Seller
      in connection with the transfer of the Company Shares to the Buyer.

            (iv) any income, capital gains or other taxes incurred by the Seller
      as a result of the sale of the Company Shares to the Buyer.

      Section 1.5. The Closing.

            The closing of the transactions contemplated by this Agreement (the
"Closing") shall be held at the offices of Malcom Fein, Esq., 123 Joralemon
Street, Brooklyn, New York 11201 or at such other place or places as the parties
may agree upon, at 9:30 o'clock A.M., New York time, on October 16, 1998 (the
"Closing Date").


                                       6
<PAGE>

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

        The Seller represents and warrants to the Buyer that:

        Section 2.1. The Company Organization and Authority.

               The Company is a corporation duly organized and validly existing
and in good standing under the laws of the State of New York. The Company is not
required to be qualified to do business as a foreign corporation in any other
jurisdiction by reason of the Company's ownership or leasing of real property,
maintenance of offices, warehousing of goods, other conduct or operation of its
business activities, the nature of its business or otherwise. The Company has
all necessary corporate power and authority to own all of its properties and
assets and to carry on its business as now conducted.

        Section 2.2. Company Capitalization.

            The Company has an authorized capital of 200 shares of common stock,
no par value, or which 100 shares, constituting the Company Shares, are issued
and outstanding. Each of the Company Shares has been duly authorized and validly
issued, is fully paid and non-assessable and was issued by the Company in
compliance with all applicable federal and state securities laws and all
applicable rules and regulations thereunder. There are no outstanding options,
warrants, convertible securities or other rights to subscribe for or purchase
any securities of the Company.

      Section 2.3. Subsidiaries.

            The Company does not beneficially own, directly or indirectly, any
of the outstanding stock or other equity interest in any other corporation or
entity. The Company is not a party to any partnership or joint venture agreement
or arrangement.


                                       7
<PAGE>

      Section 2.4. Real Property.

            (a) Except for the parcel of land more particularly identified and
described on Schedule 2.4(a) (the "Land"), the buildings and improvements
situated on the Land located at or known as 814 Jamaica Avenue, Brooklyn, New
York (collectively, the "Building"), all right, title and interest of the
Company, if any, in and to the land tying in the bed of any street or highway in
front of or adjoining the Land to the center line thereof and to any unpaid
award for any taking by condemnation or any damage to the Land by reason of a
change of grade of any street or highway, the appurtenances and all the estate
and rights of Seller in and to the Land and Building, and all right, title and
interest of the Company, if any, in and to the fixtures, equipment and other
personal property attached or appurtenant to the Building (collectively, the
"Premises") the Company does not own, have legal or equitable title in, or have
a leasehold interest in any real property.

            (b) The Company has, and at dosing will have, good and marketable
title in fee simple to the Premises, free and clear of any mortgage, lien claim,
charge, exception, imperfection of title, encroachment, easement, right-of-way,
tenancy, squatters' right or encumbrance (collectively "Impairments"); except
for those Impairments (i) which are described on Schedule 2.4 (b) ("Permitted
Impairments") and such other matters that any title insurer licensed to do
business in the State of New York shall be willing, without special premium, to
omit as exceptions to coverage or to except with insurance against collection
out of or enforcement against the Premises.

            (c) With respect to the mortgages referred to on Schedule 2.4(b), no
default or event of default on the part of the Company as mortgagor or, to the
knowledge of the Seller, no default or event of default on the part of the
mortgagee, under the provisions of any of said mortgages, and no event which
with the giving of notice or passage of time, or both, would constitute such
default or event of default on the part of the Company or, to the knowledge of
Seller, on the part of any such mortgagee, has occurred and is continuing
unremedied or unwaived. 


                                       8
<PAGE>

Copies of documents constituting such existing mortgage(s) and any note(s)
secured thereby are attached hereto as Schedule 2.4(c). Such copies are true
copies of the originals and such mortgage(s) and note(s) secured thereby have
not been modified or amended except as shown in such documents.

            (d) There exists no pending or, to the knowledge of Seller,
threatened condemnation, eminent domain or similar proceeding with respect to,
or which could affect the Premises, except that the tax lien of the City of
New York has been transferred to another lienor.

            (e) There are no tax abatements or exemptions affecting the
Premises. Except as set forth on Schedule 2.6(e), Seller has no actual knowledge
of any assessment payable in annual installments, or any part thereof, which has
become a lien on the Premises.

            (f) Seller has no actual knowledge that any incinerator, boiler or
other burning equipment on the Premises is being operated in violation of
applicable law. If copies of a certificate or certificates therefor have been
exhibited to and initialed by Buyer or its representative, such copies are true
copies of the originals.


                                       9
<PAGE>

      Section 2.5. The Company Shares.

            The Seller is the beneficial and record owner of all the Company
Shares and the Company Shares are owned by the Seller free and clear of all
liens, charges, encumbrances, equities and claims whatsoever and are not subject
to any restrictions with respect to transferability, except as such
transferability may be restricted by the provisions of the Securities Act of
1933, as amended (the "Securities Act"), or applicable state securities laws.
Upon the delivery of the certificates and payment for the Company Shares all as
provided for hereunder, the Buyer will receive good and marketable title
thereto, free and clear of all liens, charges, encumbrances, equities and claims
whatsoever. On the Closing Date, all stock transfer or other taxes and charges
(other than income taxes) which are required to be paid in connection with the
sale and transfer of the Company Shares to the Buyer hereunder will have been
fully paid by the Seller and all laws imposing such taxes or charges will have
been fully complied with in respect of the Company Shares by the Seller.

      Section 2.6. Foreign Person.

      Seller is not a "foreign person" as defined in Section 1445 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (collectively, the "Code Withholding Section") and at the closing,
Seller will deliver to Buyer a certificate of non-foreign status, in form
required by the Code Withholding Section, signed under penalty of perjury.

      Section 2.7. Maximum Liabilities of the Company.

      The liabilities of the Company as of the Closing Date of every kind and
nature, including Permitted Impairments and all known as of the Closing Date,
shall not exceed the sum of Six Hundred Forty Three thousand ($643,000.00)
Dollars (the "Maximum Liabilities"). In determining the liabilities of the
Company as of the Closing Date, the following adjustments shall be made as of
the close of business on the day prior


                                       10
<PAGE>

to the Closing Date: (i) the Company's liabilities as of the Closing Date shall
include real estate taxes, water charges, sewer rents and vault charges, if any,
on the basis of the fiscal period for which assessed, except that if there is a
water meter on the Premises, adjustment therefor at the Closing shall be based
on the last available reading; and (ii) the Company's liabilities shall be
reduced for the fuel stored on the Premises, at the price then charged by the
Company's supplier, including any taxes.

      Section 2.8. No Leases.

      There are no outstanding leases of the Premises or any part thereof.

      Section 2.9. Disclosure: Representations Warranties.

      The Seller has made full, true and complete responses to all the Buyer's
requests for information, documents, contracts and records of the Seller and the
Company. Neither this Agreement nor any statement certificate, writing or
document furnished to the Buyer by the Seller or the Company in connection with
this Agreement contains, as of the dates of such documents, any untrue statement
of a material fact or omits to state a material fact necessary to make the
statements contained therein not misleading. Except only as set forth in this
Agreement or in a Schedule hereto, no fact (other than circumstances or events
which are common knowledge or normal business risks) with respect to the
Company's business, operations or condition is known to the Seller or the
company which materially and adversely affects the Company's business,
operations or condition or any of its assets or properties.


                                       11
<PAGE>

                                   ARTICLE III

                   REPRESENTATIONS AND WARRANTIES BY THE BUYER

      The Buyer represents and warrants that:

      Section 3.1. Organization and Authority.

            The Buyer is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware and is duly registered as
a foreign corporation in the State of New York. The Buyer has the corporate
power to execute, deliver and perform this Agreement and the documents,
agreement and certificates executed and delivered by the Buyer in connection
with this Agreement. The Buyer has taken all action required by law, its
certificate of incorporation, its by-laws or otherwise to authorize the
execution and delivery of this Agreement. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated hereby
and thereby will not, violate any provision of the certificate of incorporation
or by-laws of the Buyer, or any provision of any agreement, instrument, order,
judgment or decree to which the Buyer is a party or by which it is bound.

      Section 3.2. Acquisition of Company Shares.

            The Buyer is purchasing the Company Shares for its own account for
investment only and not with a view to, or for sale in connection with, any
distribution of the Company Shares.

      Section 3.3. Litigation: Consents.

            (a) The Buyer knows of no pending or threatened action, suit,
proceeding or investigation before any court or governmental body, or by any
governmental agency to restrain or prevent the performance of the transactions
contemplated by this Agreement or which might affect the right of the Buyer to
own, the Company Shares.


                                       12
<PAGE>

            (b) Except as otherwise referred to herein, no consent, action,
approval or authorization of, or registration, declaration or filing with, any
governmental department, commission, agency or other instrumentality having
jurisdiction over the Buyer is required to be obtained by the Buyer to authorize
the execution and delivery by the Buyer of this agreement or the performance by
the Buyer of its terms.

                                   ARTICLE IV

                      COVENANTS OF THE SELLER AND THE BUYER

      Section 4.1. Maintain Company Shares.

            Before the Closing Date, the Seller will not, without the consent of
the Buyer, (a) sell or otherwise transfer any of the Company Shares or (b) incur
or permit to exist any lien, charge or encumbrance on any of the Company Shares.

      Section 4.2. Approvals: Consents.

            The Seller will obtain or cause to be obtained all consents,
approvals and authorizations required by law, statute, rule, regulation,
contract or agreement to be obtained by the Seller in connection with the
consummation of the sale and transfer by the Seller to the Buyer of the Company
Shares and the transactions contemplated hereby.

            (a) From the date hereof to and including the Closing Date, the
Seller will use its best efforts to cause the Company to continue the operation
of its business in the ordinary course, and to maintain its real property and
other assets, properties and rights in at least as good order and condition as
exists on the date hereof and will not permit the Company to:

            (i) encumber any of its assets, properties or right or enter into
      any transaction or make any contract or commitment relating to its assets,
      properties or business, except in the ordinary course of business;


                                       13
<PAGE>

            (ii) enter into any employment contract which is not immediately
      terminable;

            (iii) enter into any contract or agreement;

            (iv) reclassify or change in any manner its outstanding shares of
      capital stock or issue or sell any shares of its capital stock or other
      securities, or redeem or otherwise acquire, or enter into any contract or
      commitment to redeem or otherwise acquire, any shares of capital stock of
      the Company; 

            (v) make any declaration, payment or distribution of a dividend or
      any other payment to any shareholder;

            (vi) transfer any assets of the Company to any shareholder;

      Section 4.3. Maintain company Business

      From the date hereof to and including the Closing Date, the Seller will
use its best efforts to cause the company to continue the operation of its
business in the ordinary course, and to maintain its real property and other
assets, properties and rights in at least as goad order and condition as exists
on the date hereof, and will not permit the Company to:

            (a) encumber any of its assets, properties or right or enter into
      any transaction or make any contract or commitment relating to its assets,
      properties or business, except in the ordinary course of business;

            (b) Enter into any employment contract which is not immediately
      terminable;

            (c) enter into any contract or agreement;

            (d) reclassify or change in any manner its outstanding shares of
      capital stock or issue or sell any shares of its capital stock or other
      securities, or redeem,


                                       14
<PAGE>

      or otherwise acquire, or enter into any contract or commitment to redeem
      or otherwise acquire, any shares of capital stock of the Company;

            (e) make any declaration, payment or distribution of a dividend or
      any other payment to any shareholder;

            (f) transfer any assets of the Company to any shareholder.

      Section 4.4. Representations.

            The Seller (a) will take all action necessary to render accurate as
of the Closing Date its representations and warranties contained herein, (b)
will refrain from taking any action which would render any such representation
or warranty inaccurate in any material respect as of such time, and (c) will
perform or cause to be satisfied each covenant or condition to be performed or
satisfied by it or them as contemplated by this Agreement.

      Section 4.5. Title Search.

            (a) The Buyer shall promptly order an examination of title with
respect to the Premises and shall cause a copy of the title report to be
forwarded to Seller's attorney upon receipt. Seller shall be entitled to a
reasonable adjournment of the Closing for up to 60 days to cause the Company to
remove any defects in or objections to title noted in such title report and any
other defects or objections which may be disclosed on or prior to the Closing
Date.

            (b) If Seller shall be unable to cause the title to the Premises to
be in accordance with the provisions of this Agreement or if Buyer shall have
any other grounds under this Agreement for refusing to consummate the
acquisition of the Company Shares, Buyer, nevertheless, may elect to close
hereunder with a credit against the Purchase Price equal to the reasonably
estimated cost to cure the same, but without any other credit or liability on
the part of the Seller. If Buyer shall not so elect, Buyer may terminate this


                                       15
<PAGE>

Agreement and the sole liability of Seller shall be to refund the Downpayment to
Buyer and to reimburse Buyer for the net cost of title examination, but not to
exceed the net amount charged by Buyers title company therefor without Issuance
of a policy. Seller shall not be required to bring any action or proceeding or
to incur any expense in excess of the Purchase Price to cure any title defect or
to enable Seller otherwise to comply with this Agreement.

                                   ARTICLE VI

                                 INDEMNIFICATION

      Section 5.1. Indemnification by the Seller.

            (a) The Seller shall be liable for, indemnify the Buyer and its
affiliates for, hold the Buyer and its affiliates harmless from, and reimburse
the Buyer and its affiliates for, any and all Buyers Damages (as defined in
Section 5.1(b)) in the manner and to the extent set forth in this Section 5.1.

            (b) The term "Buyer's Damages" shall include all losses, costs,
expenses (including attorney's fees and expenses), fees, liabilities and damages
sustained by the Buyer prior to any reimbursement therefor:

                  (i) arising from any breach of a representation or warranty of
      the Seller contained in or made pursuant to this Agreement or in any
      certificate, instrument or agreement delivered to the Buyer pursuant to or
      in connection with this Agreement;

                  (ii) resulting from a default in the performance of any of the
      covenants or obligations that the Seller is required to perform under this
      Agreement; or

                  (iii) resulting from any foreign, Federal, state or local
      income or franchise tax payable with respect to the period ending on the
      Closing Date.


                                       16
<PAGE>

      Section 5.2. Indemnification by the Buyer.

            (a) The Buyer shall be liable for, indemnify the Seller for, hold
the Seller harmless from and reimburse the Seller for any and all Seller's
Damages (as defined in Section 5.2(b)) in the manner and to the extent set forth
in this Section 5.2.

            (b) The term "Seller's Damages" shall include all losses, costs,
expenses (including attorney's fees and expenses), fees, liabilities and damages
sustained by the Seller prior to any reimbursement therefor arising from any
breach of a representation or warranty of the Buyer contained in or made
pursuant to this Agreement or in any certificate, instrument or agreement
delivered to the Seller pursuant to or in connection with this Agreement, but in
no event in an amount in excess of the down payment hereunder.

                                   ARTICLE VI

                            TERMINATION OF AGREEMENT

      Section 6.1. Termination of Agreement.

            This Agreement and the transactions contemplated hereby may be
terminated or abandoned at any time before the Closing Date:

            (a) by mutual consent of the Seller and the Buyer.

            (b) by the Buyer, if there has been a material misrepresentation in
this Agreement by the Seller, or a material breach by the Seller of any warranty
or covenant set forth herein, or a failure of any condition to which the
obligations of the Buyer are subject or in the event that Buyer, in its sole
discretion, is not satisfied with the results of the Phase I and it
conducted a Phase II environmental survey of the Premises; or

            (c) by the Seller, if there has been a material misrepresentation in
this Agreement by the Buyer, or a material breach by the Buyer of any warranty
or covenant set forth herein, or failure of any condition to which the
obligations of the Seller are.


                                       17
<PAGE>

                                   ARTICLE VII

                      CONDITIONS TO THE BUYER'S OBLIGATIONS

      The obligations of the Buyer to purchase the Company Shares pursuant to
this Agreement shall be subject to the satisfaction, at or before the Closing
Date, of the following conditions (any of which may be waived, in whole or in
part, by the Buyer).

      Section 7.1 Representations and Warranties.

            The Representations and warranties of the Seller contained in this
Agreement (including the Schedules and Exhibits hereto), or in any certificate
or document delivered to the Buyer in connection herewith shall be true in all
material respects at the Closing Date as if made again on and as of the Closing
Date. The Seller shall have duly performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by them
at or before the Closing Date. The Buyer shall have been furnished with
certificates of appropriate officers of the Seller of appropriate certifying in
such detail as the Buyer may reasonably request to the fulfillment of the
foregoing conditions.

      Section 7.2. Certain Documents.

            At the Closing, the Seller shall have furnish the Buyer with the
following documents:

            (a) the Certificate of Incorporation of the Company and the Seller
and all amendments thereto;

            (b) The by-laws of the Company, duly certified by the Seller as
being in force and effect at all times;

            (c) Resignations, effective on the Closing Date, of all officers and
directors of the Company;


                                       18
<PAGE>

            (d) The complete and correct corporate minute books, stock transfer
records and corporate seal of the Company;

            (e) Written consents of the mortgagee(s) with respect to the
Premises and certificates executed by such mortgagee(s) in proper form for
recording and certifying the amount of the unpaid principal balance thereof, the
maturity date thereof the interest rate, the last date to which interest has
been paid thereon and the amount of any escrow deposits held by such
mortgagee(s). Any mortgagee which is an institutional lender may furnish a
letter complying with Section 274-a of the Real Property Law in lieu of such
certificate.

            (f) To the extent they are then in the Company's possession and not
posted at the Premises, certificates, licenses, permits, authorizations and
approvals issued for or with respect to the Premises by governmental and
quasi-governmental authorities having jurisdiction.

            (g) Such affidavits as Buyer's title insurance company shall
reasonably require in order to omit from its title insurance policy all
exceptions for judgments, bankruptcies or other returns against persons or
entities whose names are the same as or similar to the Company's or Seller's
name.

            (h) Checks to the order of the appropriate officers in payment of
all applicable real property transfer taxes and copies of any required tax
returns therefor executed by the Company, which checks shall be certified or
official bank checks if required by the taxing authority;

            (i) Notice(s) to the mortgagee(s) executed by the Company advising
of the sale of the Premises to Buyer and directing that future bills and other
correspondence should thereafter be sent to Buyer or as Buyer may direct;

            (j) Possession of the Premises in the condition required by this
Agreement, free and clear from all tenancies and leases, and the keys therefor;
and


                                       19
<PAGE>

            (k) Certificate or certificates for the Company Shares, duly
endorsed for transfer or with a duly executed stock power attached, together
with funds in payment of any applicable stock transfer tax payable in respect of
the transfer of the Company Shares; and

            (i) any other documents required by this Agreement to be delivered
by Seller.

      Section 7.3. Release.

            The Seller shall have delivered to the Buyer and the Company a
general release of all claims it my have through the Closing Date against the
Company and the Company shall give Seller a similar general release

      Section 7.4. No Material Change

            There shall not have been any material adverse change in the
Company's assets from the date hereof to the Closing Date.

      Section 7.5. No Litigation

            No action, suit, proceeding or investigation shall be pending or, so
far as is known to the Seller, the Company or the Sellers or the Company's
executive officers, be threatened before any court or governmental body, or by
any governmental agency challenging the transactions contemplated by this
Agreement or otherwise seeking damages, or seeking to restrain or prevent the
consummation of the transactions contemplated by this Agreement or to prohibit
or limit the ability of the Buyer to exercise full rights of ownership of the
Company Shares.

      Section 7.6. Settlement of Real Estate Taxes

            Seller shall not withdraw, settle or otherwise compromise any
protest or reduction proceeding affecting real estate taxes assessed against the
Premises for any fiscal period in which the Closing is to occur or any
subsequent fiscal period to an amount less than $500,000 without the prior
written of Purchaser, which consent shall not be unreasonably withheld.


                                       20
<PAGE>

                                   ARTICLE IX

                       CONDITIONS TO SELLER'S OBLIGATIONS

      The obligation of the Seller to sell the Company Shares to the Buyer
pursuant to this Agreement shall be subject to the satisfaction, at or before
the Closing Date, of the following conditions (any of which may be waived, in
whole or in part, by the Seller).

      Section 9.1. Representations and Warranties.

            The representations and warranties of the Buyer contained in this
Agreement or in any certificate or document delivered to the Seller pursuant
hereto shall be true in all material respects at the Closing Date as if made on
and as of the Closing Date. The Buyer shall have duly performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied with by the Buyer at or before the Closing Date. The Seller shall have
been furnished with certificates of appropriate officers of the Buyer, dated the
Closing Date, certifying in such detail as the Seller may reasonably request to
the fulfillment of the foregoing conditions.

            Seller has not made and does not make any representations as to the
physical condition, expenses, operation or anything else affecting or related to
the Premises, except as herein specifically set forth, and Buyer hereby
expressly acknowledges that no such representations have been made. Seller is
not liable or bound in any manner, by express or implied warranties, guarantees,
promises, statements or representations pertaining to the Premises, the
condition thereof or any other matter whatsoever made or furnished by any real
estate broker, agent, employee, servant or other person representing or
purporting to represent Seller, unless such warranties, guaranties, promises,
statements or representations are expressly and specifically set forth herein.
Buyer represents and warrants to Seller that Buyer has examined the Premises, is
familiar with the physical condition thereof and agrees to accept the Premises
in its "as is" condition on the Closing Date.


                                       21
<PAGE>

      Section 9.2. Payment.

            The Buyer shall have paid to the Seller by delivery of a certified
check or official bank check on the Closing Date the amount required to be paid
to the Seller pursuant to Section 1.2.

                                   ARTICLE XI

                                  MISCELLANEOUS

      Section 10.1. Survival of Representations and Warranties.

            The representations and warranties made in this Agreement in any
certificate, Schedule, Exhibit or document delivered in connection therewith
shall survive the Closing Date.

      Section 10.2. Brokers.

            The Buyer and the Seller each represents and warrants that there are
no claims for brokerage commissions or finders fees in connection with the
transactions contemplated hereby resulting from any action taken by the Buyer,
the Seller, the Company, officers or directors of the Buyer, the Seller or the
Company other than Empress Realty, 3372 Fulton Street, Brooklyn, New York 11208.
The commission to such broker shall be paid by Seller pursuant to separate
agreement.

      Section 10.3. Governing Law.

            This Agreement shall be construed and enforced in accordance with
the internal, substantive laws of the State of New York, without giving effect
to the conflict of law rules thereof.

      Section 10.4. Notices.


                                       22
<PAGE>

            All notices, consents, requests, instructions, approvals and other
communications provided for herein shall be deemed validly given, made or served
if in writing and delivered personally (as of such delivery) or sent by
certified mail (as of two days after deposit in a United States post office),
postage prepaid, or by telex, telecopier or telegraph, charges prepaid.

            (a)   if to the Seller, addressed to:

                  Michael Alagna
                  23277 Barlake Drive
                  Boca Raton, Florida 33423 

                  with a copy to:
                  Malcolm Fein, Esq.
                  123 Joralemon Street
                  Brooklyn, New York 11201

            (b)   if to the Buyer, addressed to:

                  Western Beef, Inc.
                  47-05 Metropolitan Avenue
                  Ridgewood, New York 11385
                  Attn: Peter Castellana, Jr.

                  with a copy to:

                  Howard W. Muchnick, Esq.
                  Muchnick, Golieb, Golieb, P.C.
                  630 Fifth Avenue
                  New York, New York 10011

or such other address as shall be furnished in writing by either party to the
other.

      Section 10.5. Jurisdiction; Agent For Service.

            Legal proceedings commenced by the Seller or the Buyer arising out
of any of the transactions or obligations contemplated by this agreement shall
be brought


                                       23
<PAGE>

exclusively in the federal courts or, in the absence of federal jurisdiction,
state courts, in either case in New York, New York. The Buyer and the Seller
irrevocably and unconditionally submit to the jurisdiction of such courts and
agree to take any and all future action necessary to submit to the jurisdiction
of such courts. Each of the Buyer and the Seller irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding brought In any federal or state court in New York and
further irrevocably waives any claims that any such suit, action or proceeding
brought in any such court has been brought In an inconvenient forum. The Seller
hereby irrevocably designates, appoints and empowers Malcolm Fein, whose present
address is 123 Joralemon Street, Brooklyn, New York 11201, as its authorized
agent to receive, for and on behalf of the Seller, service of process in the
state of New York as and when such actions and proceedings may be brought, and
such services of process shall be deemed completed upon the date of delivery
thereof to such agent whether or not such agent gives notice thereof to the
Seller, or upon the earliest of any other date permitted by applicable law.
Final judgment against the Seller in any such suit shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment, a certified or true
copy of which shall be conclusive evidence of the fact and the amount of any
indebtedness or liability of the Seller therein described, or by appropriate
proceedings under any applicable treaty or otherwise.

      Section 10.6. Assignment. Amendments. Waivers.

            (a) Neither the Buyer nor the Seller shall assign any of its rights
or obligations under this Agreement without the prior written consent of the
other, except that the Buyer may assign its rights hereunder to one or more
direct or indirect wholly-owned subsidiaries of the Buyer provided that the
Buyer shall continue to be obligated to perform all the obligations to be
performed by the Buyer hereunder.


                                       24
<PAGE>

            (b) This Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective successors and permitted assigns,
and no other person shall acquire or have any right under or by virtue of this
Agreement.

            (c) No provision of this Agreement may be amended, modified or
waived except by written agreement duly executed by each of the parties.

      Section 10.7. Entire Agreement.

            This Agreement represents the entire agreement between the parties
and supersedes and cancels any prior oral or written agreement, letter of intent
or understanding related to the subject matter hereof

      Section 10.8. Counterparts.

            This Agreement may be executed in one or more counterparts, and
shall become effective when one or more counterparts have been signed by each of
the parties.

      IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto on the day and year first above written.

                                      Western Beef, Inc.

                                      By:
                                            ----------------------------
                                      Name: Frank Castellana
                                            ----------------------------
                                      Title: Vice President
                                            ----------------------------


                                      Michael Alagna

                                      /s/ Malcolm Fein
                                      ----------------------------------------
                                      By: Malcolm Fein Attorney-in-Fact

                                      /s/ Malcolm Fein
                                      ----------------------------------------
                                      Malcolm Fein, as to Section 1.3 only, as
                                      Escrow Agent


                                       25
<PAGE>

APPROXIMATE DEBTS

First Mortgage                            $ 40,000.00
Taxes                                      550,000.00
Water and Sewer                             14,000.00
Judgment                                    15,000.00
ECB's                                          350.00
Yellow Book                                  1,339.82
Household Finance                            5,908.89
Commissioner of Labor                        2,718.76
Taxation, Elm Street                           572.76

Total at present                          $629,890.23


                                       26
<PAGE>

                                      DRAFT

                          WESTERN BEEF PROPERTIES, INC.

                                    Purchaser

                                       and

                                 MICHAEL ALAGNA

                                     Seller


                                CLOSING STATEMENT

                  Purchase of the 814 Jamaica Avenue, Inc. by
                                Western Beef Inc.


                                December 23, 1998
<PAGE>

I. PROPERTY TRANSFER AND STOCK PURCHASE:

      Pursuant to an Acquisition Agreement dated September 18, 1998 (the
"Agreement"), Western Beef lnc., (the "WBI") agreed to purchase all outstanding
capital stock (the "Company Shares") of 814 Jamaica Avenue, Inc. (the
"Corporation") from the sole shareholder of the Corporation, Michael Alagna
("Seller"). At the time of contract, the property known as 814 Jamaica Avenue,
Brooklyn, New York (the "Premises") was owned by Seller. Prior to Closing, WBI
assigned its right, title and interest under the Agreement to Western Beef
Properties, Inc. ("Purchaser") pursuant to an Assignment and Assumption
Agreement. Immediately prior to Closing, Seller transferred title to the
Premises to the Corporation.

      The original purchase price was $708,000, with money to be applied to pay
Sellers debts the the balance, if any, payable to Seller. Upon execution of the
Agreement $12,000 was deposited with and held in Escrow by Malcolm Fein, Esq.,
as Escrow Agent.

      The parties subsequently renegotiated the purchase price and agreed to a
final purchase price of $743,500 00 (the "Purchase Price"). At the Closing,
approximately $709,357.05 of Seller's debts and obligations were assumed by
Purchaser. Thereafter, $20,000 was paid to Seller or as directed by Seller, plus
the Escrow Agent retained $12,000. The remaining $2,142.95 ($743,500 less
$709,357.05, $20,000 and
<PAGE>

$12,000) is being held in escrow pending any additional debts of Seller arising
which would impact on the property or Purchasers rights in the Corporation.

FINANCING

      The Corporation borrowed $566,400 (the "Loan") from North Fork Bank
("North Fork"). The Loan is evidenced by a Mortgage Note (the "Note") and
secured by a Mortgage encumbering the Premises- The Note provides for a ten (10)
year term and bears interest at the rate of 6.85% per annum. The first monthly
payment of principal and interest in the amount of $6,582.00 is due on February
1, 1999 and thereafter is due and payable on the first day of each month and
shall continue until January 1, 2009 when any unpaid balance shall be due and
payable. At Closing, an interest payment was made for January 1, 1999 for the
period of December 23, 1998 to December 31, 1998.. The Loan was guaranteed by
Western Beef. Inc., Western Beef Properties, Inc. and Western Beef Retail, Inc.

      The Closing was held at the offices of Benjamin J. Klemanowicz, P.C., 1001
Franklin Avenue, Suite 311, Garden City, New York at 4:00 P.M.

II. PARTIES

      Seller
      Michael Alagna
      Dolores Spera
      Neither Michael Alagna or Dolores Spera was present at Closing


                                       3
<PAGE>

      Attorneys for Seller:
      Malcolm Fein, Esq.
      By:    Malcolm Fein, Esq.
             Neither Mr. Fein nor anyone from his was not present at Closing

      Purchaser
      Western Beef Properties, Inc.
      By:    Frank Castellana 
             Peter Admirand
             Santino Montalbano

      Attorneys for Purchaser:
      Muchnick, Golieb & Golieb, P.C.
      By:    Howard W. Muchnick, Esq.
             Elizabeth A. St. Lifer, Esq.
             Janice P. Olyarchuk, Esq.
             Ms. Olyarchuk was not present at closing

      Title Company
      By:    TPS Abstract Corporation
      By:    Bill Janhonan

      Lender:
      North Fork Bank
      By:    Benjamin J. Klemanowicz, Jr., P.C.
             By: James Burns, Esq

      Empress Realty
      By:    Mario Di Pinto
             A representative of Mr. DePinto was present for part of the Closing

Ill.  PURCHASE PRICE AND CLOSING ADJUSTMENTS
             (as of December 23, 1998)

      A.     Credits to Seller:
             Purchase Price:                                       $743,500.00
                                                                   ===========


                                       4
<PAGE>

      B.  Credits to Purchaser
          1.     Down Payment Paid at Signing of Agreement         12,000.00
          2.     Payment of Seller's Debts:
          a.     Bank of Ireland                                   15,000.00
          b.     Yellow Book                                        1,000.00
          c.     Household Finance                                  3,354.40
          d.     Commissioner of Labor                              3,700.00
          e.     First Mortgage WAMCO                              25,000.00
          f      Sales Tax to 12/28                                13,698.67
          g.     ECB Violation                                        800.00
          h.     ECB violation for fire                             3,000.00
                 NYC Dept. of Finance (taxes) estimated to        616,833.10
                 12/28 NYCTL 1998 H LIV Trust

          j.     NYC Department of Finance                          1,500.00
          k.     NYC Department of Finance (liquor license)         2,000.00

      C.  Seller's Closing Costs
          a.     NYC Real Property Transfer Tax                    19,516.88
          b.     Pickup Fee to Pay Debts                            1,000.00
          c.     Recording Satisfactions                               80.00
          d.     NYS Doc Stamps                                     2,974.00
          3.     Disbursed to Seller after the closing             20,000.00
          4.     Cash held in escrow                                2,142.95
                                                                 -----------
                                                                 $743,500.00
                                                                 ===========

IV. DISBURSEMENTS OF PURCHASE PRICE

      Unless otherwise indicated, all checks are dated December 23, 1998:

A.    Balance Due to Seller and Seller's closing expenses were disbursed as
      follows:

B     Wire transfer from North Fork Bank on December 24, 
      1998 to TPS Abstract Corp. ("TPS") to pay Seller's 
      Closing expenses                                           $566.400.00

C.    Wire Transfer from Purchaser on December 24, 1998 to TPS    142,957.05
      to pay Seller's Closing expenses


                                       5
<PAGE>

D.    Check no. 1034 drawn by Western Beef, Inc. on North Fork 
      Bank to the order of Muchnick, Golieb & Golieb, P.C., as       22,142.95
      Attorneys                                                    -----------
                           TOTAL ................................  $731,500.00
                                                                   ===========

V. CLOSING EXPENSES

      The following Closing Expenses were paid by Purchaser or on its or the
      Corporation's behalf at closing:

     Disbursements                       Payee                Amount

     A. Title Costs
        Survey                       TPS Abstract Corp.       400.00
        Mortgage Insurance           TPS                    1,507.00
        Fee Insurance                TPS                    3,224.00
        Municipal Searches           TPS                      315.00
        Mortgage Tax                 TPS                   15,576.00
        Recording Mortgage           TPS                      230.00
        Recording. Mortgage          TPS                      200.00
        Recording Assignment of      TPS                      125.00
        Vault Search                 TPS                       35.00
        Continuation                 TPS                       50.00
        2nd half 98/99 Real Estate   TPS                   17,769.20
        Title Closer Gratuity        Bill Johnonon            200.00
         Total Title Closing Fees                                      39,631.20
                                                                       ---------
        Loan Origination Fee         North Fork Bank        2,832.00
        Appraisal                    North Fork Bank        2,000.00
        Tax Escrow Account           North Fork Bank        2,962.00
        Interest from 12/23 to       North Fork Bank          969.96
        12/31/98
        Tax Service                  North  Fork Bank          89.00
        Lender's Attorneys Fee       B.J. Klemanowicz, Jr.,  2500.00
                                                           ---------
        Total Bank Closing Fees                                        11,352.96

             Total Closing                                            $50,984.l6
                                                                      ==========


                                       6
<PAGE>

                                       7
<PAGE>

VI. CLOSING DOCUMENTS

      Copies of all closing documents are annexed hereto as Exhibits and unless
otherwise indicated, they are dated as of December 23, 1998. The description of
the documents contained herein does not purport to be complete: Reference should
be made to the documents themselves for the exact terms and provisions thereof
Property Transfer Documents and Stock Transfer

      1.    Acquisition Agreement between Michael Alagna ("Sellers") and Western
            Beef, Inc. ("Buyer") made as of September 18, 1997

      2.    Minutes of 814 Jamaica Avenue, Inc., election of director, officer
            and issuance of shares

      3.    Share Certificate for 10 Shares of 814 Capital Stock

      4.    SS-4 application for EIN for 814

      5.    Bargain and Sale Deed from Seller to 814 Jamaica Avenue, Inc.
            ("814")

      6.    NYS Combined Real Estate Transfer Tax Return and Credit Line
            Mortgage Certificate from Seller to 814

      7.    NYC-RPT Real Property Transfer Tax Return from Seller to 814

      8.    Smoke Detecting Alarm Affidavit from Seller

      9.    Affidavit in lieu of Registration Statement from Seller

      10.   Certification of Non-Foreign Status (FIRPTA) from Seller

      11.   Unanimous Consent of the Sole Shareholder and Director of 814

      12.   Unanimous Written Consent of Directors of Western Beef, Inc. to
            Assignment

      13.   Assignment - Western Beef, Inc to Western Beef Properties, Inc.


                                       8
<PAGE>

      14.   Unanimous Written Consent of Directors of Western Beef Properties,
            Inc. to Assignment

      15.   Unanimous Written Consent of the Directors of Western Beef
            Properties, Inc. to acquire 814

      16.   Stock Power from Seller to Buyer

      17.   Resignation Letter from Alagna

      18.   Resignation Letter from Spera

      19.   NYS Combined Real Estate Transfer Tax Return and Credit Line
            Mortgage Certificate from Seller from 814 to Buyer

      20.   NYC-RPT Real Property Transfer Tax Return from 814 to Western

      21.   Smoke Detecting Alarm Affidavit from 814

      22.   Affidavit in lieu of Registration Statement from 814

      23.   Certification of Non-Foreign Status (FIRPTA) from 814

Title Documents

      24.   Title Insurance Commitment No.4-744 430 issued by TPS Abstract
            Corporation on behalf of Lawyers Title Insurance Corporation

      25.   Title Affidavit of Seller

Financing Documents

      26.   North Fork Bank Commitment dated December 9,1995 Original Note

      27.   Copy of Mortgage (original being recorded by title company)

      28.   Original Guarantee of Western Beef Properties, Inc.

      29.   Original Guarantee of Western Beef Inc.

      30.   Original Guarantee of Western Beef Retail, Inc.


                                       9
<PAGE>

      31.   UCC-1 copies

      32.   Affidavit - No judgments

      33.   Certificate of President and Secretary of Western Beef Properties,
            Inc.

      34.   Certificate of President and Secretary of Western Beef Inc.

      35.   Certificate of President and Secretary of Western Beef Retail, Inc.

      36.   Certificate of President and Secretary of 814 Jamaica Avenue Inc.

      37.   Certificate - Loans to One Borrower (no folder, bank to provide doc)

      38.   Owners Estoppel Certificate (no folder, shouldn't need)

      39.   Counsel's Opinion Letter

      40.   Certification of No Change in Condition

      41.   Errors and Omissions Form

      42.   Taxpayer Authorization Forms

      43.   Certificate of Insurance and Fire Insurance Policy

      44.   Title Report

      45.   Title Policy

      46.   Attorneys Fee Statement

      47.   Benjamin J. Klemanowicz, Jr., P.C. invoice

      48.   Survey - Title Company is certifying

      49    Copy of Loan Disbursement Checks

      50.   Computation of escrow

      51.   Copy of Appraisal Report

      52.   Copy of Environmental Phase I


                                       10
<PAGE>

      53.   Name Change Certificate of Amendment - East Central Meats Inc. to
            Western Beef Properties, Inc. as dated and/or filed 8/6/98.

      54.   Share certificate of 814 Jamaica Avenue Inc. in favor of Western
            Beef Properties

      55.   Unanimous Written Consent of Sole Shareholder of 814 Jamaica Avenue
            Inc (to elect director)

      56.   Unanimous Written Consent of Director of 814 Jamaica Avenue Inc. (to
            elect officers)

      57.   Unanimous Written Consent of Director of 814 Jamaica Avenue Inc.
            (authorizing loan)

      58.   Secretarial Certification of 814 Jamaica Avenue Inc.

      59.   Secretarial Certification of Western Beef Properties, Inc.

      60.   Corporate Resolution of Western Beef Properties, Inc.

      61.   Secretarial Certification of Western Beef Inc.

      62.   Corporate Resolution of Western Beef Inc.

      63.   Secretarial Certification of Western Beef Retail Inc.

      64.   Corporate Resolution of Western Beef Retail Inc.

      65.   Copy of Deed dated ___________________ to 814 Jamaica Avenue Inc.

      66.   Copy of Acquisition Agreement dated September 18, 1998

      67.   Photo identification (no folder)

      68.   Title Company Invoice (no folder)

Miscellaneous

      69.   General Release from Seller

      70.   General Release from Buyer


                                       11
<PAGE>

      71.   Pay-off Letter for taxes

      72.   Certificate of Incorporation for 814

      73.   Brokerage Agreement

      74.   Copies of checks

Dated: February   , 1999


                                          Respectfully Submitted,

                                          MUCHNICK, GOLIEB & GOLIEB. P.C.
                                          630 Fifth Avenue, Suite 1425
                                          New York, New York 1O111


                                       12