EXHIBIT 10.5

                       TRAVEL SERVICES PROMOTION AGREEMENT
                       -----------------------------------


This  TRAVEL SERVICES PROMOTION AGREEMENT (hereinafter, the "Agreement") is made
and entered into as of the 30th day of November, 2002 by and between Hospitality
Group,  Inc.,  a Florida company having a principal address of 1475 West Gateway
Boulevard  Boynton Beach, FL 33426 (hereinafter, "Hospitality"), and BHC, Inc, a
Delaware corporation having a principal address of 14001 63rd Way N, Clearwater,
FL  33760  (hereinafter,  "BHCI").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Hospitality is a franchisee of several Hampton Inn hotels located
in  South  Florida  and wishes to offer its travel services on the Internet; and

WHEREAS, BHCI through its wholly owned subsidiary, Book Florida Hotels.com, Inc.
provides  online  marketing  and distribution of travel products and services to
leisure  and  small  business  travelers;  and

WHEREAS,  the  parties  wish to enter into an agreement whereby BHCI will market
and  offer  Hospitality's  travel  services  to  the public as further set forth
herein;

NOW  THEREFORE,  in consideration of the mutual benefits, obligations, terms and
conditions  herein  contained,  and  other  good and valuable consideration, the
receipt  and  sufficiency  of which is hereby acknowledged by the parties, it is
hereby  agreed  as  follows:

1.     BOOKING  ENGINE,  USER  REGISTRATION  AND  INFORMATION
       ------------------------------------------------------

     (a)  During  the  term  of  the  Agreement, BHCI will feature Hospitality's
travel  services  on its booking engine. For purposes of this Agreement "booking
engine"  means  a  database  containing  availability,  schedule,  and  price
information  connected  to  a  graphical user interface that allows users of the
World  Wide  Web to make reservations for travel and other services and complete
payment  for  such  services.

     (b)  BHCI  shall  create  a  series of web pages on its booking engine (the
"Pages") that will guide its users through the booking process for Hospitality's
travel  services.

     (c)  The  Pages  shall  conform to the graphical user interface utilized by
BHCI  and  shall  be  jointly  approved  by  the  parties.

     (d)  Hospitality  shall  be  solely  responsible  for  providing  BHCI with
complete  and  accurate  information respecting product pricing and availability
and  for  fulfilling  all  booking  requests  from BHCI's site users through the
Pages.

     (e)  BHCI's  website  users  shall  not  be  required  to  register with or
otherwise  provide  any  personal  information  to  BHCI  until such time in the
booking  sequence as a BHCI website user chooses to book or purchase one or more
of  Hospitality's  travel  services.



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     (f)  BHCI  shall  collect  information  from its website users who register
through  the  Pages (the "User Information") at such time as such users complete
the booking process. User Information shall include, without limitation, updates
and  corrections  to  previously  provided  information  as  well  as  any  new
information, such as usage information, as BHCI may solicit or collect from such
other  users  from  time  to time, and such other information as the parties may
agree from time to time. BHCI will use its best efforts to develop and implement
technological  and policy safeguards to prevent any unauthorized access by third
parties  to  any  User  Information.

     2.     REPRESENTATION  BY  BHCI
            ------------------------

     (a)     BHCI  represents  and  warrants  that is duly organized and validly
existing  under  the  laws  of  the state of Delaware and further represents and
warrants that it has full authority to enter into this Agreement and to transact
the  business herein contemplated, and is fully willing, capable and experienced
to  perform  as  provided  for  herein.

     (b)  BHCI  shall,  through  its internet website, www.bookfloridahotels.com
(the "Website") offer Hospitality's travel services, (hereinafter, the "Product"
or "Products"), to its customers. BHCI shall be fully and solely responsible for
the  cost  of  operating  the  Website  and  securing qualified purchases of the
Product  to its customers (the "Travel Customers"). Hospitality shall deliver to
BHCI,  from  time  to  time,  written  materials  describing  its Products to be
marketed  and  offered by BHCI on the Website and such materials shall include a
statement  of  the  price  and  availability  of  the  Products.

     (c)  BHCI  acknowledges  and  agrees  that  Hospitality  shall  have  no
responsibility  or  liability, in respect to any and all matters relating to the
identification,  attainment,  securing  and  solicitation of Travel Customers by
BHCI.

     (d)  BHCI  shall  deliver  to Hospitality on a weekly basis all orders from
consumers  for  the sale of Products (hereinafter, "Orders"). BHCI shall provide
via facsimile to Hospitality each purchasing consumer's name, address, telephone
number, total amount of transaction, salesperson identification and the date and
time  of  the sale. All consumer payments shall be made directly to Hospitality.

     (e)     BHCI  shall  be fully responsible for all costs associated with the
marketing  of  the  Products  on  the  Website.

     (f)     BHCI shall promptly forward to Hospitality any complaints, letters,
demands or other form of communication in respect to the Products or Hospitality
received  from  any  consumer  solicited by BHCI.  BHCI shall be responsible for
answering and satisfying consumer complaints in connection with the marketing of
the  Products up to the point that Hospitality receives and verifies an Order as
contemplated  by  this Agreement. Hospitality shall be responsible for answering
and  satisfying  consumer  complaints  thereafter.  BHCI shall be liable for any
representations  that are not specifically authorized by Hospitality in writing.

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     (g)     BHCI shall be responsible for complying with any and all applicable
registration  and  licensing  requirements.

     (h)     BHCI  shall  perform its business activities in compliance with all
federal,  state  or  local  government laws, rules or regulations concerning the
marketing of the Products while performing its duties pursuant to this Agreement
and  shall  not violate such laws, rules or regulations, and BHCI shall not make
any  material  omission  or  misrepresentation in the marketing of the Products,
specifically  including  but not limited to the following prohibited activities:

               (i)     Making  misrepresentations  when describing the Products;

               (ii)     Failing  to  disclose in a clear and conspicuous manner,
before  a  customer  pays,  the  total  costs  of  a  Product;

               (iii)     Misrepresenting,  expressly  or  by  implication,  any
policy  or  practice relating to whether persons can cancel, rescind, or receive
refunds  or  credits  of  monies  paid  for  a  Product;

               (iv)     Misrepresenting,  expressly  or  by  implication, that a
Product cannot be purchased at some later time or may not otherwise be available
after the initial contact, when in fact, such restrictions or limitations do not
exist;  and

               (v)     Representing, implying, or stating to any person that the
person has won any product, good or service or will receive any product, good or
service  free  of  charge  or at no cost, or words of similar meaning or intent,
when  such  representation,  implication,  or  statement  is  not  true.

     (i)  BHCI  agrees  and  acknowledges  that Hospitality will provide to BHCI
conceptual  advice on the structure and design of the Website to be used by BHCI
in  the  marketing  and  sale  of  the  Products  (hereinafter,  "Promotional
Materials").  Both parties agree that it is the intention of this Agreement that
all  such  Promotional  Materials  shall  comply  with  applicable  law.

     (j)  BHCI shall indemnify and hold Hospitality and its officers, directors,
shareholders  and employees harmless from all damages, losses, causes of action,
costs  and  expenses,  including reasonable attorney's fees, whether the same be
incurred  as  a  result of investigation, defense or prosecution of any claim or
cause  of  action,  or  any other loss resulting as a consequence of a breach by
BHCI  of  the terms of this Agreement or a breach of any of its representations,
warranties  or  obligations  under  this  Agreement  or  from  any  and  all
misrepresentations  or  allegations of deceptive trade practices against BHCI or
any  of  its  officers,  directors,  employees, or agents in the offering of the
Products.

     (k)  Except as otherwise provided herein, BHCI warrants and represents that
neither  it  nor  any of its officers, directors, shareholders or employees have
ever:  (1)  been  convicted  of  a  felony  or  misdemeanor involving an alleged
violation  of  any  seller  of travel or travel agency statute, or fraud, theft,
embezzlement,  fraudulent  conversion  or misappropriation of property (for such


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purposes,  a  plea  of nolo contendere is a conviction); (2) had entered against
it,  him  or  her a final judgment or order in a civil or administrative action,
including but not limited to a stipulated judgment or order, if the complaint or
petition  in  the  civil  or  administrative  action alleged acts constituting a
violation  of  any  federal  or  state  telemarketing  or telephone solicitation
statute,  fraud,  theft, embezzlement, fraudulent conversion or misappropriation
of  property,  the  use of untrue or misleading representations in an attempt to
sell  or dispose of real or personal property, or the use of unfair, unlawful or
deceptive  business  practices;  or  (3) been subject to any currently effective
injunction  or restrictive court order relating to business activity as a result
of  an  action brought by a federal, state or local publication or unit thereof,
including,  but  not  limited  to,  an  action affecting any vocational license.

     (l)  BHCI  agrees and acknowledges that it does not and shall not receive a
fee,  commission  or other consideration directly from any consumer for the sale
of  a  Product. BHCI shall not issue any documents in respect to the Products or
Hospitality  to  consumers  without  the express written consent of Hospitality.

     (m)  BHCI agrees and acknowledges that it shall not, at any time during the
term  of this Agreement and after termination of same, divulge or use for BHCI's
own  purposes,  or  for  the  purposes  of  any  third party, any trade secrets,
confidential  or  business  information  relating  to  the  business  affairs of
Hospitality.  The parties, by execution hereof, acknowledge that Hospitality has
disclosed  to BHCI in confidence certain information relating to the business of
Hospitality.  BHCI, by execution hereof, acknowledges and agrees that disclosure
of  all such information disclosed by Hospitality to BHCI has been in confidence
and  is of a confidential nature. BHCI acknowledges and agrees that BHCI, except
in  pursuit  of BHCI's responsibilities and rights hereunder, shall not use such
information  under  this  Agreement,  during  the duration of this Agreement and
after  termination  of  this  Agreement.

     (n)  BHCI  expressly  understands  and  agrees  that  the  names of and all
information  related  to  consumers  who  agree  to  purchase  Products  are the
exclusive  property  of  both  BHCI  and Hospitality, and BHCI and its officers,
directors,  shareholders, partners, members and employees, represent and warrant
that he, she and it will not (i) use, sell or otherwise make available to others
or  transfer such consumer names or information related to such consumers in any
manner  or  for  any purpose other than as expressly provided for herein or (ii)
solicit or attempt to solicit such consumer names for the purchase of any goods,
services and programs other than those offered by BHCI, those expressly provided
for  herein,  or  those expressly consented to in writing by Hospitality for the
term  of  this  Agreement  and  for  a  period  of  one  (1)  year  thereafter.

     3.     REPRESENTATIONS  BY  HOSPITALITY
            --------------------------------

     (a)  Hospitality  represents  and  warrants  that  it is duly organized and
validly  existing under the laws of the state of Florida, and has full authority
to  enter  into this Agreement and to transact the business herein contemplated.



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     (b)  Hospitality agrees and acknowledges that it shall not intentionally or
knowingly  violate  any  federal,  state  or  local  governmental laws, rules or
regulations concerning the furnishing of Products to the public while performing
its  duties  pursuant  to  this  Agreement.

4.     COMPENSATION  TO  BHCI.
       -----------------------

     (a)     Hospitality  shall  pay  BHCI  on  a monthly basis, commissions for
booking  of  Hospitality  travel  services  by BHCI website users through BHCI's
booking engine ("Qualified Bookings") in accordance with the commission schedule
set  forth  in Exhibit 4(a).  Payments shall be due and payable on or before the
10th  day  following  the  end of each month during which Hospitality shall have
received  payments for Qualified Bookings.  All payments shall be accompanied by
a  report  setting  forth  in  sufficient  detail,  the  calculation  of  BHCI's
commissions  and  any such other information relating to commissions as BHCI may
reasonably  request  from  time to time.  To insure compliance with this Section
4(a),  Hospitality  shall  establish  reasonable reporting mechanisms concerning
Qualified  Bookings  and  the  payments  due  BHCI  hereunder.

     (b)     BHCI  understands  and  agrees  that  Hospitality  has the right to
facilitate  all  customer requests for cancellation and/or refund demands and/or
chargebacks  of  any  Order  submitted for funding (hereinafter, "Chargebacks").
BHCI understands and agrees that Hospitality shall deduct the amount of any such
Chargebacks  from BHCI's next scheduled payments.  If there are no such funds in
process,  BHCI  shall  automatically assume the financial responsibility for its
proportionate  amount  of  consumer  refund.  Hospitality  shall  use reasonable
business  judgment  as  to  what  constitutes  a  valid  Chargeback  to  BHCI.
Hospitality  shall  provide  BHCI  with  the  consumer  name and reason for such
Chargeback.

     (c)  BHCI  acknowledges and agrees that Hospitality has no control over the
acts  and omissions of any credit card agency. BHCI further acknowledges that if
for any reason a credit card is frozen or cancelled, all funds due to BHCI still
being  held  by  such  credit card company or other credit card merchant bank in
that account, shall not be due and payable to BHCI until such time as the credit
card  company  or credit card merchant bank releases those funds to Hospitality.
BHCI shall not contact or attempt to contact any customer of Hospitality for any
reason  whatsoever  except  in  accordance  with  the  terms  of this Agreement.

5.     TERM OF AGREEMENT.  This Agreement shall be in full force and effect from
       ------------------
the  date  hereof  and  shall  continue  for two (2) years thereafter; provided,
however,  this  Agreement  may  be  earlier  terminated  pursuant  to  Section 6
hereinbelow.  This Agreement shall be automatically renewed for additional terms
of  one (1) year unless, at least sixty (60) days prior to the expiration of the


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initial  term or any renewal term, either party delivers written notification to
the  other  of  termination  of  this  Agreement.

     6.     TERMINATION.  The  parties  shall  have  the right to terminate this
            ------------
Agreement  as  follows:

     (a)  By  mutual  written  consent  of  both  of  the  parties;

     (b)  The  failure  of  BHCI  to  comply  with any term or provision of this
Agreement  shall  permit  Hospitality  to  immediately terminate this Agreement;

     (c) The failure of Hospitality to comply with any term or provision of this
Agreement  shall  permit BHCI to immediately terminate this Agreement; provided,
however,  this  failure  of compliance may be cured if Hospitality remedies such
failure  of  compliance  (satisfactory  to  BHCI)  within  seven  (7) days after
receiving  written  notice  of  its  occurrence;

     (d)  The failure of BHCI to perform its duties hereunder in compliance with
any  federal,  state,  county  or  city  law,  ordinance  or  code  shall permit
Hospitality  to  immediately  terminate  this  Agreement;

     (e)  If  any representation or warranty of BHCI shall be shown to be untrue
or  misleading  then  Hospitality  may  immediately  terminate  this  Agreement;

     (f)  If  any representation or warranty of Hospitality shall be shown to be
untrue  or  misleading  then  BHCI may terminate this Agreement upon delivery to
Hospitality  of  ten  (10)  days  written  notice;

     (g)  Hospitality  may  immediately  terminate this Agreement without notice
upon  the  filing  of  voluntary petition of bankruptcy by BHCI if BHCI shall be
adjudicated  bankrupt  or insolvent, or upon the execution BHCI of an assignment
for the benefit of creditors, or upon the appointment of a receiver for BHCI, or
upon  the  commencement  of  any  action  against  BHCI  by any state or Federal
regulatory  agency;  and

     (h)  BHCI  may immediately terminate this Agreement without notice upon the
filing  of  voluntary  petition  of  bankruptcy by Hospitality or if Hospitality
shall be adjudicated bankrupt or insolvent, or upon the execution of Hospitality
of  an  assignment  for  the  benefit of creditors, or upon the appointment of a
receiver  for  Hospitality.

     In  the event of termination of this Agreement, BHCI shall surrender all of
BHCI's rights granted hereunder and shall thereafter refrain from exercising any
of  the  rights and privileges granted hereunder, including, without limitation,
the  marketing  and  selling  of  the  Products.  All  advertising  materials,
Promotional  Materials,  signs,  contract  forms,  and all other documents which
Hospitality  has  made  available  to  BHCI  for  the  purpose  of promoting the
marketing and sale of its Products shall be returned to Hospitality immediately.
The  termination  of  this  Agreement  shall  not affect BHCI's right to receive
compensation  earned  and  yet  unpaid  in  accordance  with  this  Agreement.


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     7.     NON-EXCLUSIVITY.  Both  parties  acknowledge  and  agree  that  this
            ----------------
Agreement  is  a non-exclusive agreement and each party may perform all services
set  forth herein for unrelated entities without the consent of the other party.

     8.     AGREEMENT NOT TO COMPETE.  BHCI shall devote its best efforts, skill
            -------------------------
and  diligence  to  the conduct of the business contemplated hereunder and shall
not  provide access to any Travel Customers or information regarding such Travel
Customers  to  third  parties  which might be confused with or otherwise compete
with  Hospitality  during the term of this Agreement and for a period of one (1)
year  following  the  termination  of  this  Agreement.

     9.     AGREEMENT  NOT  TO  SOLICIT  EMPLOYEES.  BHCI agrees that during the
            ---------------------------------------
term of this Agreement and for a period of one (1) year after the termination of
this  Agreement,  it shall not, either directly or indirectly, on its own behalf
or  on  behalf  of others, solicit, divert, or hire away, or attempt to solicit,
divert  or  hire  away, to its own business or any other business in competition
with Hospitality or any person retained by Hospitality now or in the future as a
full-time  employee,  as  a  part-time  employee,  or  as  an Internet promoter.

     10.     NO AFFILIATION.  The parties agree and acknowledge that neither has
             ---------------
any  affiliation  with  the  other,  nor  is  either involved in the business or
affairs  of the other.  BHCI agrees and acknowledges that it shall be prohibited
from  using  Hospitality's  name  in  any  manner  and  in any media whatsoever,
including  but  not limited to, written or oral advertising material, unless the
same  is  approved,  in  advance  and  in  writing, by Hospitality.  Hospitality
acknowledges  that  BHCI may be required to publicly file this document with the
Securities  and  Exchange  Commission  pursuant  to  its obligations as a public
reporting  company.  BHCI  agrees  and  acknowledges that it shall be prohibited
from  representing  itself  to  be  or  holding  itself  out  as affiliated with
Hospitality  in  any  manner.

     11.     RELATIONSHIP  OF  THE  PARTIES.  It is specifically agreed that the
             -------------------------------
relationship of the parties hereto shall not be that of an employer and employee
or  principal  and  agent.  The  parties agree that Hospitality shall not have a
right of control over and to BHCI.  However, Hospitality and BHCI mutually agree
as  to  the  objectives  and  the  scope of services required, all as herein set
forth.  BHCI  shall  have  full power and authority to select the means, manner,
and  method  of  performing  the work and accomplishing those objectives without
detailed  direction or control by Hospitality.  The parties hereto recognize and
agree  that no joint venture or partnership arrangement or agreement is intended
or  created  hereby.  No agent, employee or servant of BHCI shall be or shall be
deemed  to be the employee, agent or servant of Hospitality nor shall any agent,
employee  or servant of Hospitality be or be deemed to be the employee, agent or
servant of BHCI.  BHCI shall be solely and entirely responsible for its acts and
for  the  acts  of its agents, employees, servants and subcontractors during the
performance of this Agreement, unless otherwise excepted under the terms of this
Agreement.  BHCI  shall  be  solely responsible with respect to the compensation
payable  to  its  agents, employees, servants and subcontractors and Hospitality
shall  have  no  responsibility  with respect to the same.  Hospitality shall be
solely  and  entirely  responsible  for its acts and for the acts of its agents,
employees, servants and subcontractors during the performance of this Agreement,
unless  otherwise  excepted under the terms of this Agreement.  Neither BHCI nor
Hospitality  shall  act  on  behalf  of  or  represent  itself  directly  or  by



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implication  as  having  authority to act on behalf of the other party except as
specifically set forth in this Agreement. Neither party shall have the authority
to  create any obligation for or on behalf of or in the name of the other party,
except  as  specifically  set  forth  herein.

12.     DEFAULT/REMEDIES.  In  the  event of breach of this Agreement or default
        -----------------
of  the  obligations  hereunder,  by  either  party,  then,  each party shall be
entitled  to  all rights and remedies as may be available under law or in equity
as  applicable  hereto.  Specifically, by way of example and not limitation, any
party  upon  breach  hereof,  shall be liable to the other party for any and all
damages  provable  as  a  consequence  thereof;  however,  notwithstanding  the
foregoing,  the  parties  hereto  agree  that, to the extent that damages are an
insufficient  remedy  in  respect to such breach, including but not limited to a
breach  of  the  provisions  hereof  concerning  exclusivity,  agreements not to
compete,  agreements  not  to  solicit  employees,  divulging of confidential or
business  information, or otherwise engaging in activity which is not able to be
remedied  by  the  payment money, then, the parties acknowledge that remedies of
specific  performance, injunction or other equitable relief may be appropriately
sought.

     13.     NOTICES.  Notices required or permitted to be given pursuant to the
             --------
terms  and  conditions  of  this Agreement shall be deemed given upon receipt or
five  (5)  days  after  deposit  in  the  United  States  Mail, postage prepaid,
certified,  return  receipt,  and  addressed  as  follows:

     To  Hospitality:                Hospitality  Group,  Inc.
                                     123  Congress  Avenue
                                     Suite  358
                                     Boynton  Beach,  Florida  33426
                                     Attn:  John  Costas


     To  BHCI:                       BHC,  Inc.
                                     14001  63rd  Way  N
                                     Clearwater,  Florida  33760
                                     Attention:  Scott  G.  Roix


     with  a  copy  to               Kaplan  Gottbetter  &  Levenson,  LLP
                                     630  Third  Avenue
                                     New  York,  New  York  10017
                                     Tel:  212-983-6900
                                     Attention:  Adam  S.  Gottbetter

     14.     ASSIGNMENT.  This  Agreement  shall be binding upon the parties and
             -----------
their  respective  successors and assigns and neither party shall have the power
and  right  to  assign any right or interest in this Agreement without the prior
written  consent  of  the  other  party; provided, however, that BHCI agrees and
acknowledges that Hospitality shall have the power and right to assign any right



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or  interest  in  this  Agreement  to  a  company  controlled or operated by any
affiliate  of  Hospitality  without  the  prior  written  consent  of  BHCI.

     15.     NO  WAIVER  OF  RIGHTS.  No  failure or delay on the part of either
             -----------------------
party  to  enforce  or  exercise  any  power, right or privilege hereunder shall
operate  as  a  waiver  thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof, or of
any  other  right,  power  or privilege.  All rights and remedies existing under
this  Agreement  are  cumulative  to and not exclusive of any rights or remedies
otherwise  available.

     16.     BENEFIT  OF  OTHERS.  Except  as  otherwise  provided  herein, this
             --------------------
Agreement,  together with its amendments as may hereafter be adopted shall inure
to the benefit of Hospitality and BHCI, but shall not be deemed to create rights
in  any  other  party.

     17.     ENTIRE  AGREEMENT.  This Agreement constitutes the entire agreement
             ------------------
between  the  parties  with  respect to the subject matter herein contained. Any
agreements, promises, negotiations, representations or other terms not set forth
or  referred  to  in  this  Agreement  are  of  no  force  and  effect.

     18.  MODIFICATION.  This Agreement may not be modified or amended except in
          -------------
writing  signed  by  both  parties.  The  parties  agree  to  fully cooperate in
negotiating  any  changes or modifications to this Agreement as may be necessary
to  fully comply with any statute or code as may be applicable to matters herein
contemplated.

     19.  INTERPRETATION.  Should a provision of this Agreement require judicial
          ---------------
interpretation,  it  is agreed that the judicial body interpreting or construing
the  same  shall  not  apply  the assumption that the terms hereof shall be more
strictly  construed against one party by reason of the rule of construction that
an instrument is to be construed more strictly against the party which itself or
through  its  agents  prepared  the same, it being agreed that the agents of all
parties  have  participated or had the opportunity to participate equally in the
preparation  of  this  Agreement.

     20.  SURVIVAL.  If any part of this Agreement shall be deemed invalid under
          ---------
applicable law, the remaining parts of this Agreement shall be in full force and
effect  as  though  any  unenforceable  part or parts were not written into this
Agreement.

     21.     SECTION HEADINGS.  The section headings appearing in this Agreement
             -----------------
have  been inserted for the purpose of convenience and ready reference.  They do
not purport to, and shall not be deemed to, define, limit or extend the scope of
intent  of  the  sections  to  which  they  appertain.

     22.     ATTORNEY'S  FEES.  In  the event either party is required to resort
             -----------------
to  legal  action  to  enforce  any of the covenants of this Agreement, then the
Court  shall award reasonable attorney's fees and costs to the prevailing party.

     23.     APPLICABLE  LAW.  This Agreement shall be governed by and construed
             ----------------
according  to  the  laws  of  the  State of Florida.  Any action to enforce this
Agreement  shall be brought in the State of Florida, County of Palm Beach, which



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shall  be  deemed  the  proper  venue  for  all  purposes.

                        [SIGNATURES APPEAR ON NEXT PAGE]




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IN  WITNESS  WHEREOF,  this  Agreement  is executed as of the day and year first
above  written.


                                              HOSPITALITY:

                                              HOSPITALITY GROUP, INC., a Florida
                                              corporation.


                                              By:  /s/ John Costas
                                                   -----------------------------
                                                   John  Costas,  President



                                              BHCI:

                                              BHC, Inc, a Delaware corporation


                                              By:  /s/ Scott G. Roix
                                                   ---------------------------
                                                   Scott  G.  Roix,  President



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