<PAGE>

                                  Exhibit 10.24

                               PURCHASE AGREEMENT


                  AGREEMENT  made  as of the 2nd day of  October,  2000,  by and
among Digital Creative  Development  Corporation,  a corporation duly organized,
validly  existing  and in good  standing  under and by virtue of the laws of the
State of Utah,  with  executive  offices  at 7400  Baymeadows  Way,  Suite  300,
Jacksonville, Florida 32255 ("DCDC"), Arthur Treacher's Inc., a corporation duly
organized, validly existing and in good standing under and by virtue of the laws
of the State of Delaware,  with executive  offices at 7400 Baymeadows Way, Suite
300,  Jacksonville,  Florida 32255 (hereinafter referred to as the "Buyer"), and
Jeffrey  Bernstein,  with offices at 5 Dakota Drive, Ste 302, Lake Success,  New
York 11042 (hereinafter referred to as the "Seller").

                                                                    INTRODUCTION
                  A. The Seller owns one hundred percent (100%) of the presently
issued and  outstanding  shares of capital stock,  or one hundred percent of the
limited liability company membership  interests for each of the corporations and
limited liability companies listed on Exhibit A annexed hereto.  (Such stock and
membership interests are collectively referred to as the "Pudgie's  Interests").
(The  entities  listed  on  Exhibit  A  are  collectively  referred  to  as  the
"Companies"and  sometimes individually referred to herein as a Company or one of
the "Companies").

                                                                               1

<PAGE>



                  B. The  Seller is willing to sell the  Pudgie's  Interests  to
Buyer, and Buyer is willing to purchase the Pudgie's  Interests from Seller,  in
exchange  for the issuance to Seller of shares of Common Stock of Buyer equal to
Twenty Percent (20%) of the Common Stock of Buyer issued and  outstanding on the
Closing Date on a  fully-diluted  basis,  subject to the terms and conditions of
this Agreement.
                  C. DCDC owns one hundred  percent of the presently  issued and
outstanding  shares of capital stock of the Buyer,  and subject to the terms and
conditions of this  Agreement,  is willing to transfer and assign its assets and
liabilities  related to its  restaurant  operations to the Buyer,  and to assure
compliance by Buyer with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein
contained,  the sufficiency of which is hereby acknowledged,  the parties hereto
intending to be legally bound hereby do hereby agree as follows:

                  1.       Purchase of Stock and Consideration.

      (a) Purchase  and Sale of Stock.  In reliance on the  representations  and
warranties,  and subject to the terms and conditions  hereinafter set forth, the
Seller  shall sell and deliver to Buyer,  and the Buyer shall  purchase and take
delivery from Seller,  on the Closing Date (as hereinafter  defined),  of all of
the Pudgie's  Interests,  except as  otherwise  set forth in  Section---..  Each
certificate  representing  the stock or the membership  interests in each of the
Companies  shall be duly endorsed for transfer or  accompanied by an appropriate
instrument of transfer duly executed, in each case.

                                                                               2

<PAGE>



        (b)  Purchase  Price.  In  consideration  for the  sale of the  Pudgie's
Interests,  Buyer shall transfer to Seller  8,318,942  shares of common stock of
the Buyer  representing  Twenty  Percent  (20%) of the  issued  and  outstanding
capital  stock of the Buyer on the Closing Date, at the time of the closing on a
fully diluted basis after giving effect to the exercise of all then  outstanding
options,  warrants and rights to purchase shares of Common Stock  (including all
unvested  options,  warrants and rights) and the  conversion  of all  securities
convertible into shares of Common Stock.

         2.  Representations and Warrants of the Companies and the Seller. It is
acknowledged  and agreed that all  representations  and  warranties  made by any
party to this  Agreement  are made to the best of such party's  knowledge  after
reasonable  investigation.  The Companies  and the Seller  jointly and severally
represent, warrant and agree as follows:

                           (a)       Corporate.

                   (1)  Each  of the  Companies  that is a  corporation  is duly
organized, validly existing and in good standing under and by virtue of the laws
of the State set forth on Exhibit A with respect to such  Company.  Each of such
Companies  is qualified  to do business as a foreign  corporation  in such other
states in which the  ownership  of its assets or the  nature and  conduct of its
businesses requires such qualification and which are set forth in Exhibit A.

Each of the Companies  that is a limited  liability  company is duly  organized,
validly  existing  and in good  standing  under and by virtue of the laws of the
state  set  forth  on  Exhibit  A with  respect  to such  Company.  Each of such
Companies is qualified to do

                                                                               3

<PAGE>



business in such other states in which the ownership of its assets or the nature
and conduct of its  businesses  requires  such  qualification  and which are set
forth in Exhibit A.

                    (2) The  Companies  have the power to own  their  respective
properties and to carry on their respective businesses as and where such are now
conducted.  The  Companies  do  not  have  any  equity  interest  in  any  other
corporation,  partnership, joint venture or association, or control, directly or
indirectly, of any other entity.

             (3) Seller owns all of the issued and outstanding  capital stock or
membership  interests  (as the case may be) of each of the  Companies and all of
such  shares  and  membership  interests  are  validly  issued,  fully  paid and
nonassessable.  The  Pudgie's  Interests  are owned free and clear of all liens,
charges,  encumbrances,  restrictive  agreements  and  assessments  and  are not
subject to any restrictions with respect to  transferability.  Upon transfer and
delivery  of the  Pudgie's  Interests  to Buyer,  Buyer  will  receive  good and
absolute title thereto,  free from all liens, charges,  encumbrances,  equities,
restrictive  agreements and claims of any nature  whatsoever.  (4) The number of
shares  of  authorized  capital  stock  of  each  of  the  Companies  that  is a
corporation,  the par values per share,  of each such  Company and the number of
shares  presently issued and outstanding are set forth on Exhibit A. Seller owns
all of such  shares  free and  clear of all  liens,  claims,  charges,  security
interests and encumbrances ("Free and Clear Title"). No shares of such stock are
held  in  treasury  by any of the  Companies.  All  such  stock  has  been  duly
authorized  and  validly  issued  and is fully paid and  nonassessable;  with no
liability on the part of the holders thereof.  There are no preemptive rights on
the part of any holder of any class of securities of any of such

                                                                               4

<PAGE>



Companies and no options,  warrants,  conversion or other rights,  agreements or
commitments  of  any  kind  obligating  any of the  Companies,  contingently  or
otherwise,  to issue or sell any shares of its capital stock of any class or any
securities  convertible  into  or  exchangeable  for  any  such  shares  and  no
authorization therefor has been given.

                The issued and outstanding  membership interests in each Company
that is a Limited  Liability  Company ('LLC") are as stated in Exhibit A. Seller
owns all of such  membership  interests  free and  clear of all  liens,  claims,
charges,  security interests and encumbrances ("Free and Clear Title").  None of
the LLC  membership  interests  are held in  treasury.  All such LLC  membership
interests  have been duly  authorized  and validly issued and are fully paid and
nonassessable;  with no liability on the part of the holders thereof.  There are
no preemptive rights on the part of any holder of any class of securities of any
of  such  Companies  and no  options,  warrants,  conversion  or  other  rights,
agreements  or  commitments  of  any  kind  obligating  any of  such  Companies,
contingently  or  otherwise,  to issue or sell any  membership  interests and no
authorization therefor has been given.

 (5) Seller has  previously  delivered  to Buyer copies of the  Certificates  of
Incorporation  and the  Articles  of  Organization  of  each  of the  Companies,
certified by the respective  Secretaries  of State of the  respective  states of
incorporation  as  being a true  and  current  copy of such  documents,  and the
By-Laws and Operating  Agreement,  as the case may be, and lists of officers and
directors of each of the Companies  previously delivered by the Seller to Buyer,
are true and correct copies of such documents.

                                                                               5

<PAGE>



     (6) This  Agreement  has been duly executed and delivered by the Seller and
constitutes the legal, valid and binding  obligation of the Seller,  enforceable
in  accordance  with its  terms,  except as may be  limited  by (i)  bankruptcy,
insolvency, reorganization, moratorium or laws affecting the rights and remedies
of  creditors  generally,  and (ii) the  availability  of the remedy of specific
performance,  injunctive  relief or other equitable relief,  whether  applicable
applied  by a  court  of law or  equity,  including  the  exercise  of  judicial
discretion in accordance with general principles of equity.



                           (b)      Financial.

                      (1)     The balance sheets of each of the Companies  as of
December 31, 1999 and December 31, 1998,  the related  statement of earnings for
the twelve  months ended  December  31, 1999 and December 31, 1998,  the balance
sheets and the related  statement of earnings as of August 31, 2000  prepared by
the Companies (collectively, the "Financial Statements") are (i) with respect to
each of the Companies for whom audited financial  statements have been prepared,
complete  and  correct  and  present  fairly the  financial  condition  of as of
December 31, 1999,  December 31, 1998 and August 31, 2000 and the results of its
operations for the periods then ended,  in conformity  with  generally  accepted
accounting  principles  applied  on a basis  consistent  with that of  preceding
periods,  and (ii) with respect to those  Companies  for whom audited  financial
statements have not been prepared (the "unaudited

                                                                               6

<PAGE>



Companies"),  are complete , correct and in conformity  with generally  accepted
accounting  principles  applied  on a basis  consistent  with that of  preceding
periods,  and,  when  viewed in the  aggregate,  present  fairly  the  financial
condition of such unaudited Companies as of December 31, 1999, December 31, 1998
and August 31 30,  2000 and the  results  of the  operations  of such  unaudited
Companies for the periods then ended.

                 (2) Since  August 31,  2000,  except as  specified  in Schedule
2(b)(2),  the  business of the  Companies  has been  carried on in the  ordinary
course in substantially the same manner as prior to that date, and the Companies
have not, in the aggregate, :

                            (i)      experienced any material adverse change in
financial condition or in the operation of their respective businesses from that
shown on the unaudited financial statements as of August 31, 2000 referred to in
subsection (b)(1) of this Section 2;

(ii) incurred any damages,  destruction or loss, whether covered by insurance or
not, which materially and adversely affect the business,  property or assets any
of the Companies;

(iii) made any  declaration,  setting aside or payment of any  dividend,  or any
distribution with respect to the Stock or Membership  Interests or any direct or
indirect  redemption,  purchase  or  other  acquisition  of any  such  Stock  or
Membership Interests;

(iv) made any increase in the  compensation  payable or to become payable to its
directors,  officers or employees  other than in the ordinary course of business
or pursuant to a prior  agreement  or  understanding  or as mandated by law with
respect to

                                                                               7

<PAGE>



minimum wages, or in the payment of any bonus,  or in any insurance,  pension or
other  benefit  plan,  payment or  arrangement  made to, for or with any of such
officers, employees or agents; or

                        (v)      encountered any other event or condition of any
character,  not in the ordinary  course of business,  materially  and  adversely
affecting its results of operations or business or financial condition.

                        (3)     On the Closing Date, the amount of cash and cash
equivalents  owned by the Companies is no less than ninety  percent (90%) of the
aggregate cash and cash equivalents as of August 31, 2000.

                           (c)      Undisclosed Liabilities.

            (1) The Companies have no material  liabilities,  individually or in
the aggregate, of any nature, whether accrued, absolute, contingent or otherwise
(including  without  limitation any  affirmative  obligations  under its Leases,
liabilities  to pay  taxes  and  liabilities  as  guarantor  or  otherwise)  not
disclosed to the Buyer pursuant to this Agreement, except:

(i) to the extent  reflected  or reserved  against in the  financial  statements
referred to in subsection  (b)(1) of this Section 2, and not heretofore  paid or
discharged;

(ii) to the extent  specifically  set forth in any of the  Schedules  annexed to
this Agreement; and

                                                                               8

<PAGE>



                     (iii)    those incurred in or as a result of the normal and
ordinary  course of  business  since  August  31,  2000,  all of which have been
consistent with past practices and none of which are material and adverse.

                     (2)     There is no basis for any claim against any of the
Companies or any liability of any nature or in any amount not fully set forth in
the financial  statements  referred to in subsection (b)(1) of this Section 2 or
disclosed by this Agreement and the Schedules annexed to this Agreement.

                           (d)      Tax Returns.

                    (1) Each of the  Companies  has filed  with the  appropriate
governmental  agencies  all the tax  returns  required to be filed by it or with
respect to its business,  or has timely and properly filed an extension  request
with  respect  to such tax  returns,  and has paid,  or made  provision  for the
payment of, all taxes as well as penalties and interest related thereto, if any,
which have or may become due pursuant to said  returns,  except taxes which have
not yet accrued or otherwise become due or for which adequate provision has been
made on the books of such Companies.

              (2) None of such returns has been  examined  and  settled,  and no
waivers of statutes of limitation have been given or requested.

                  (3) All such  returns  and reports  have been  prepared on the
same basis as those of previous years, and all federal,  state, city and foreign
income, profits,  franchise,  sales, use, occupation,  property, excise or other
taxes due in connection with such

                                                                               9

<PAGE>



Companies' business has been fully paid or accrued or adequately reserved for in
the financial statements referred to in subsection (b)(1) of this Section 2.

                 (4) No  deficiency  or  assessment  with respect to or proposed
adjustment of any of the Companies'  Federal,  state,  county or local taxes are
pending or threatened. Except as set forth on Schedule 2(d)(4), there are no tax
liens, whether imposed by any Federal,  state, county or local taxing authority,
outstanding  against  the  assets,  properties  or  businesses  of  any  of  the
Companies.

                  (e)      Title to Property; Leases.

           (1) A list of all real  and  personal  property  owned by each of the
Companies is set forth on Schedule 2(e)(1) attached hereto (hereinafter referred
to as the "Assets"). Each of the Companies owns all right, title and interest in
and to all of its respective properties and assets, including intangibles,  free
and clear of all  mortgages,  liens,  pledges,  charges or  encumbrances  of any
nature  whatsoever,  except as set forth in Schedule 2(e)(1);  and has taken all
steps  necessary or otherwise  required to perfect and protect its rights in and
to their respective properties and assets, including intangibles.

                  (2)  Except  as set  forth in  Schedule  2(e)(2) : none of the
Companies leases any real or personal property as lessee; each of the leases set
forth in Schedule 2(e)(2) (the "Leases") are in good standing,  valid,  binding,
and in full force and effect and have not been  modified;  the Companies are not
in default  under any of the Leases and none of the  Companies  has received any
notice of its  default  under any of the  leases and none of the  Companies  has
given any notice of any and, there is no default by any other party under any of

                                                                              10

<PAGE>



the  Leases,  nor has any event  occurred  which,  with notice or the passage of
time,  or both,  would  constitute a default by any other party under any of the
Leases;  the  Companies'  rights  in  the  property  covered  under  the  Leases
(including  any  improvements  and  appurtenances  thereto) are paramount to the
rights of any other person or entity other than the landlords  under the Leases;
no consent or approval of any third party is required with respect to such Lease
in  order  to  avoid  a  default   thereunder  by  reason  of  the  transactions
contemplated by this  Agreement;  none of the Companies has received any notices
other than periodic rent bills from the landlord under each Lease.

            (3) All  currently  used  property and assets of the  Companies,  or
property and assets in which any of the  Companies has an ownership or leasehold
interest,  or  which  any of the  Companies  has in its  possession,  are in all
material  respects  in good  operating  condition  and repair and conform to all
applicable  laws,   including  without  limitation  building  and  zoning  laws,
statutes,  ordinances  or  regulations  and no notice of any  violation  of such
matters  relating to the business,  property or assets of the Companies has been
received.  None of the premises  owned or leased by any of the  Companies are in
need of maintenance or repairs except for reasonable  wear and tear and ordinary
routine maintenance and repairs that are not material in nature or cost.

             (4) Neither the whole nor any portion of any of the Assets has been
condemned or otherwise taken by a public authority,  nor does the Seller know or
have any reasonable  grounds to believe that any such  condemnation or taking is
threatened or contemplated.

                                                                              11

<PAGE>



         (f) Inventories.  The inventories of the Companies existing on the date
hereof  consist of items of a quality  and  quantity  usable or  saleable in the
normal course of their  business.  The present  inventories of the Companies are
maintained at levels that are  consistent  with past  practices to this point of
the fiscal year and are not excessive.  Set forth in Schedule 2(f) is the actual
usage of  foodstuffs,  beverages and supplies for the business for the eight (8)
months ending August 31, 2000.

         (g)      Contracts and Commitments.

Except as set forth on attached Schedule 2(g):

(1) The Companies have no written or oral  contracts or commitments  involving a
consideration in any particular agreement in excess of $10,000;

(2) The  Companies  have not  received  any  written  notice  under any  service
warranties,  whether  express  or  implied,  by  the  customers  of  any  of the
Companies.

(3) None of the  Companies  has  given any  revocable  or  irrevocable  power of
attorney to any person, firm or corporation for any purpose whatsoever.

(4) None of the  Companies  are  restricted  by agreement  from  carrying on its
business in any of the states listed in Schedule 2(g).

(5) Set forth in Schedule  2(g) are all  insurance  policies  and bonds in force
with respect to the  Companies and the date on which such policies were to be in
force and the date on which such policies expire.

                                                                              12

<PAGE>



(6) Set forth in Schedule 2(g) are the names and locations of all banks in which
the Companies have accounts and the names of persons  authorized to sign checks,
drafts or other instruments drawn thereon.

             (7) Except as set forth on Schedule  2(g),  no  director,  officer,
employee or stockholder of any of the Companies,  or member of the family of any
such person, or any corporation, partnership, trust or other entity in which any
such person,  or any member of the family of any such person,  has a substantial
interest or is an officer, director,  trustee, partner or holder of more than 5%
of the outstanding capital stock thereof, is a competitor, customer, supplier or
other entity, who, during the past 12 months has been a party to any transaction
with  any  of  the  Companies,   including  any  contract,  agreement  or  other
arrangement  providing for the employment of,  furnishing of services by, rental
of real or personal  property from or otherwise  requiring  payments to any such
person or firm. For the purposes hereof, a spouse,  lineal  descendant,  parent,
brother or sister of any Seller  shall be deemed to be a member of the family of
such Seller.

                  (8) None of the  Companies  is in  default,  nor is there  any
known basis for any claim of default, under any contracts or commitments made or
obligations  owed by it. None of the  Companies has any present  expectation  or
intention of not fully  performing  all its  obligations  under each such lease,
contract or other agreement,  and none of the the Companies has any knowledge of
any  breach  or  anticipated  breach  by the  other  party  to any  contract  or
commitment  to which  any of the  Companies  is a  party,  except  as  otherwise
disclosed on the Schedules  annexed hereto.  No consent or approval of any third
party is required with

                                                                              13

<PAGE>



respect any contract  involving an annual  aggregate  consideration in excess of
$10,000  in order to avoid a default  thereunder  by reason of the  transactions
contemplated by this Agreement, except as set forth on Schedule 2(g).

                   (9) All  accounts  receivable  (billed and  unbilled)  of the
Companies  reflected  in the  balance  sheets as of August  31,  2000,  and such
additional accounts receivable as are reflected on the books of the Companies on
the date hereof,  net of applicable  reserves,  are  collectible in the ordinary
course  after the  Closing  Date.  Schedule  2(g)(9) is an aging  Schedule  with
respect to such accounts receivable, as of August 31, 2000.

              (h)  Disclosure.  No  representation  or  warranty  by  any of the
Companies or the Seller in this  Agreement,  nor any  statement,  certificate or
Schedule furnished,  or to be furnished, by or on behalf of the Companies or the
Seller pursuant to this Agreement,  nor any document or certificate delivered to
Buyer pursuant to this  Agreement,  or in connection  with actions  contemplated
hereby,  contains or shall contain any untrue  statement of a material  fact, or
omits,  or shall omit to state a material fact  necessary to make the statements
contained therein not misleading.

                           (i)      Employee Relations.

                 (1) The Seller  has  previously  furnished  to Buyer a true and
complete payroll roster (Schedule 2(i)(1)) of all employees of the Companies for
the first  eight  months of 2000  showing  the rate of pay for each such  person
entitled to receive compensation from the Companies, and the gross payments made
to each such person for the periods set forth

                                                                              14

<PAGE>



above. No increases in such salaries,  other than as set forth on Schedule 2(i),
or the increase in federal minimum wage, have been given since August 31, 2000.

(2) (i) None of the Companies is a party to any collective  bargaining agreement
covering or relating to any of its employees.  None of the Companies is required
to recognize and none of the Companies have received a demand for recognition by
any collective bargaining representative.

                         (ii) None of the Companies is  a party to any contract
with  any of its  employees,  agents,  consultants,  officers,  salesmen,  sales
representatives, distri butors or dealers that is not cancelable by such Company
without  penalty or premium on not more than thirty days' notice,  except as set
forth in Schedule 2(i)(2) attached hereto; and

                                (iii) None of the Companies has  promulgated any
policy or entered into any  agreements  relating to the payment of severance pay
to employees  whose  employment  is  terminated  or  suspended,  voluntarily  or
otherwise.

             (3) The Companies  have complied in all material  respects with all
applicable  laws, rules or regulations  relating to employment,  including those
relating to wages, hours,  collective bargaining and the withholding and payment
of taxes and contributions,  and have complied in all material respects with the
National Labor  Relations Act, as amended,  Title VII of the Civil Rights Act of
1964, as amended, the Occupational Safety and Health Act, Executive Order 11246,
the regulations  under such acts and all other Federal and state laws applicable
to the Companies  relating to the employment of labor,  including any provisions
thereof relating to discrimination  or harassment.  The Companies have, and will
have at the

                                                                              15

<PAGE>

Closing Date,  withheld all amounts  required by law or agreement to be withheld
from the wages or  salaries  of its  employees  and there are no  arrearages  of
wages, payments under any pension or insurance plan or any other benefit, or any
tax or penalty for failure to comply with the foregoing owed by all of them with
respect to employees which are not either accrued or adequately  reserved for in
the financial  statements  referred to in Subsection  2(b)(i) of this Agreement.
The Companies have not received any written notice of any material controversies
pending or  threatened,  between the  Companies  and any of its employees or any
labor unions or other collective bargaining agents representing or purporting to
represent its employees.

         (j) No Breach of Statute or  Contract.  Except for an  amendment to the
Uniform Franchise  Offering Circular as required by the New York State Franchise
Sales Act and Federal Trade Commission Rules governing franchising,  neither the
execution  and delivery of this  Agreement,  nor  compliance  with the terms and
provisions of this  Agreement on the part of any of the Companies or the Seller,
will (i)  violate  any  statute,  license,  or  regulation  of any  governmental
authority, domestic or foreign, or (ii) will result in the default by any of the
Companies or Seller of any judgment,  order, writ, decree, rule or regulation of
any court or  administrative  agency,  or (iii) will breach,  conflict  with, or
result in a breach of any of the terms, conditions or provisions of any material
agreement or  instrument to which either the Companies or the Seller is a party,
or by  which  any of  them is or may be  bound,  or (iv)  constitute  a  default
thereunder,  or (v) result in the  creation or  imposition  of any claim,  lien,
charge or encumbrance of any nature  whatsoever upon, or (vi) give to others any
claim,  interest or rights,  including rights of termination or cancellation in,
or with respect to, any of their property, assets,

                                                                              16

<PAGE>



contracts, licenses or businesses. The conduct of the Companies' businesses does
not violate any law or  regulation  applicable to such  business.  The Companies
have complied with all laws,  rules,  regulations  and orders  applicable to its
business,  operations,  properties,  assets,  products  and  services,  and  the
Companies have all necessary permits, licenses and other authorizations required
to conduct its business as conducted and as proposed to be  conducted.  There is
no existing law, rule,  regulation or order,  and none of the Companies is aware
of any proposed law, rule,  regulation or order, whether Federal or state, which
would  prohibit or materially  restrict any of the Companies  from, or otherwise
materially  adversely  affect the  Companies  in,  conducting  their  respective
businesses in any jurisdiction in which they are now conducting business.

  (k)  Litigation.  There are no  judicial  or  administrative  actions,  suits,
proceedings  or  investigations  pending,  or  threatened,  which  question  the
validity of or conflict with the terms of this  Agreement or of any action taken
or to be  taken  pursuant  to or in  connection  with  the  provisions  of  this
Agreement.  Except as set forth in Schedule  2(k),  none of the  Companies  have
received  any  written  notice  of any suit,  action  or legal,  administrative,
arbitration or other proceeding or governmental investigation,  or any change in
the zoning or building  ordinances  affecting  the real  property  or  leasehold
interests  of the  Companies,  pending  or  threatened  against  the  Companies.
Schedule 2(k) indicates,  with respect to each pending  litigation,  whether the
underlying  claims are covered by the  Companies'  insurance  and the extent the
deductible and the limits of insurance coverage with respect to each such claim.
None of the  Companies  have  received any opinion or memorandum or legal advice
from legal counsel to the effect that it is exposed, from a legal standpoint, to
any liability or disadvantage which may be

                                                                              17

<PAGE>



material to its business, financial condition,  operations, property or affairs.
None of the Companies is in default with respect to any order, writ,  injunction
or decree known to or served upon the  Companies of any court or of any Federal,
state, municipal or other governmental  department,  commission,  board, bureau,
agency or  instrumentality,  domestic or foreign.  There is no action or suit by
any of the Companies pending or threatened against others.

    (l) Patents and Trademarks. Schedule 2(l) correctly sets forth a list of all
letters patent,  patent applications,  inventions upon which patent applications
have not yet been filed, trade names,  trademarks,  trademark  registrations and
applications,   copyrights,   copyright  registrations  and  applications,  both
domestic and foreign,  presently owned, possessed, used or held by the Companies
and,  except for licenses from the Buyer or unless  otherwise  indicated in such
Schedule,  the Companies own the entire right,  title and interest in and to the
same. Such Schedule also correctly sets forth all patents,  patent applications,
inventions upon which patent  applications have not yet been filed, trade names,
trademarks, trademark registration and applications, and licenses, both domestic
and foreign,  which  materially  relate to the businesses of the Companies,  and
which are owned or controlled by any director, officer,  stockholder or employee
of any of the  Companies.  Such Schedule also correctly sets forth a list of all
licenses  granted to the  Companies by others,  and to others by the  Companies.
None of the Companies has received  written  notice of any pending or threatened
challenges  regarding  any letters  patent,  patent  applications,  trade names,
trademark  registrations and applications,  copyrights,  copyright registrations
and  applications,  and grants of licenses set forth in such Schedule  except as
set forth in said Schedule. None of the Companies have received notice that

                                                                              18

<PAGE>



its business as heretofore  conducted  infringes  upon the patents,  trademarks,
trade name rights, copyrights or publication rights of others,

          (m) Trademark  Indemnification.  The Companies  have no liability for,
and have not given any  indemnification  for,  patent,  trademark  or  copyright
infringement as to any equipment, materials or supplies manufactured,  produced,
used or sold by them or with respect to services rendered by them.

   (n)  Insurance.  The  Companies  hold  valid  policies  covering  all  of the
insurance  required to be maintained  by it and such  insurance  includes  those
types of coverage and maximum limits of liability  insurance which are customary
for  businesses  similar  to that of the  Companies.  All  such  policies  shall
continue in full force and effect  through the Closing.  There are  currently no
claims pending against the Companies under any insurance  policies  currently in
effect and covering the property,  business or employees of the  Companies,  and
all premiums with respect to the policies  maintained by the Companies have been
maintained to date.

     (o) Loans and Advances. Except as set forth on Schedule 2(o), the Companies
do not have any outstanding loans or advances to any person, entity or affiliate
and are not obligated to make any such loans or advances,  except, in each case,
for advances to employees of the Companies in respect of  reimbursable  business
expenses  anticipated  to be incurred by it in connection  with  performance  of
services for the Companies.

(p) Significant Customers and Suppliers. No supplier which was or is significant
to the  any  of  the  Companies  during  the  period  covered  by the  Financial
Statements

                                                                              19

<PAGE>



or which has been  significant  to the  Companies  thereafter,  has  terminated,
materially reduced or threatened to terminate or materially reduce its provision
of products or services to any of the Companies.

         (q)      Environmental Protection.
Neither  Seller nor any of the  Companies  has received any notice of any claim,
proceeding or investigation  under federal,  state or local law relating to air,
soil,  subsurface  and  water  pollution,   soil  monitoring  and  the  storage,
treatment, disposal, removal, remediation, release, discharge or emission or any
Hazardous  Material  (as defined  below) with  respect to any of the  Companies'
businesses or the properties at which such  businesses are located.  To the best
of Seller's and the Companies' knowledge,  none of the Companies has ever owned,
leased or operated or otherwise controlled any real property at which a claim or
proceeding  is  presently  pending  or  threatened,  nor are  they  aware of the
existence  of any  condition on any such  property  which would give rise to any
such claim or  proceeding  under  federal,  state or local law  relating to air,
soil, subsurface,  water pollution, soil monitoring and the storage,  treatment,
disposal, removal, remediation,  release, discharge or emission of any Hazardous
Material. For the purposes of this Agreement,  Hazardous Material shall mean any
flammables, asbestos, explosives, radioactive materials, hazardous wastes, toxic
substances or related materials,  including,  without limitation, any substances
defined as or included in the definition of "hazardous  substances,"  "hazardous
wastes,"  "hazardous  materials,"  or "toxic  substances"  under any  applicable
federal, state, or local laws, rules, regulations or orders or

                                                                              20

<PAGE>



which federal,  state or local laws,  rules,  regulations or orders designate as
potentially  dangerous  to public  health  and/or  safety  when  present  in the
environment.
                           (r) Employee Benefit Plans.
      (1)  Schedule  2(r)  attached  hereto and made a part  hereof sets forth a
complete  and correct  list of all employee  contracts,  arrangements,  deferred
compensation  plans,  401(k) plans and "employee  welfare benefit" and "employee
pension  benefit" plans relating to the Companies.  as such plans are defined in
Sections 3(1) and 3(2), respectively, of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") (collectively, the "Plans").The Companies have
furnished to the Buyer true and correct  copies of  instruments  evidencing  all
such contracts and arrangements and the Plans, all as amended to date.

           (2) The Plans are and have been administered in compliance with their
terms and with all filings,  reporting,  disclosure,  and other  requirements of
ERISA and the Internal Revenue Code of 1986, as amended (the "Code").  Each Plan
(together  with its related  funding  instrument)  which is an employee  pension
benefit  plan is  qualified  under  Section 401 of the Code and the  regulations
issued  thereunder,  and each such Plan and its related funding  instrument have
been the  subject of a favorable  determination  letter  issued by the  Internal
Revenue Service holding that such Plan and funding  instrument are so qualified.
A copy of all  determination  letters,  which have been  issued by the  Internal
Revenue  Service with respect to each Plan which is an employee  pension benefit
plan,  has been  provided to the Buyer by the Seller.  No event or omission  has
occurred which would cause any Plan to lose its  qualification or otherwise fail
to satisfy the relevant requirements to provide tax-favored benefits under the

                                                                              21

<PAGE>



applicable Code Section (including,  without limitation, Code Sections 105, 125,
40 1(a) and 501(c)(9)).

     (3) Other than routine  claims for benefits made in the ordinary  course of
business,  there  are no  pending  claims,  investigations  or  causes of action
("Claims") and to the best knowledge of Seller and the Companies, no such Claims
are  threatened  against  any  Plan  or  fiduciary  of  any  such  Plan  by  any
participant,   beneficiary   or   governmental   agency  with   respect  to  the
qualification  or  administration  of any  such  Plan  and  there is no basis to
anticipate  that any such claims will be made.  Each Plan ever maintained by the
Companies or an Affiliate  has complied  with the  applicable  notification  and
other applicable  requirements of the Consolidated Omnibus Budget Reconciliation
Act of 1985, Health Insurance  Portability and  Accountability  Act of 1996, the
Newborns and Mothers Health Protection Act of 1996, the Mental Health Parity Act
of 1996, and the Women's Health and Cancer Rights Act of 1998.

                 (4) The  Companies  have  provided  to the  Buyer a copy of the
Companies'  401(k) Plan (the  "Pension  Plan").The  Companies  have provided the
Buyer  with  true  and  complete  age,  salary,  service  and  related  data for
employees,  former employees and beneficiaries thereof covered under the Pension
Plan as of the Closing Date.

      (5) The Companies have made all contributions  required to be made to date
in order to comply with Section 412 of the Code,  which shall include a pro rata
contribution  of such  requirement for the current plan year through the Closing
Date and all amounts  required to be  contributed  to the Pension Plan under the
Companies's normal funding procedures for

                                                                              22

<PAGE>



periods  prior to the Closing Date have been  properly  recorded on the books of
the  Companies  and will be properly  paid by the  Companies  on or prior to the
Closing Date. Any amounts  required to be accrued as expense in accordance  with
applicable  pension accounting  requirements  through the Closing Date have been
properly recorded on the books of the Companies as of the Closing Date

    (6) The  Companies  shall either  contribute  or accrue on their  respective
books  the  amount  of any  employer  matching  contributions  or  discretionary
contributions  (in an amount  determined in accordance with the Companies's past
practices)  to any defined  contribution  plan  maintained  or  sponsored by the
Companies or in which the Companies have any obligation to contribute and which,
in the ordinary course of business,  would be contributed for or attributable to
the period prior to the Closing Date.

                  (s) Investment Representations.  Seller represents that (i) he
is entering into this Agreement after having made adequate  investigation of the
business,  finances and prospects of DCDC and Buyer;  (ii) he has been furnished
any information and materials  relating to the business,  finances and operation
of DCDC and Buyer which he has requested; (iii) he has been given an opportunity
to make any further  inquiries desired of the management and any other personnel
of DCDC and Buyer and has received satisfactory responses to such inquiries; and
(iv)  he is not  acquiring  the  Common  Stock  of  Buyer  with  a  view  to any
distribution  thereof  in a  transaction  that  would  violate  the  Act  or the
securities laws of any state

                                                                              23

<PAGE>



of the United States or any other applicable  jurisdiction.  Seller acknowledges
that the  certificates  for the  shares of Common  Stock of Buyer  will bear the
following legend:
                  THE SECURITIES  WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED.  THE  SECURITIES  HAVE BEEN  ACQUIRED FOR  INVESTMENT
                  PURPOSES ONLY AND NOT WITH A VIEW TO  DISTRIBUTION  OR RESALE,
                  AND MAY NOT BE SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF
                  UNLESS AND UNTIL  REGISTERED UNDER THE SECURITIES ACT OF 1933,
                  AS AMENDED, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
                  IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


                  3.  Representations  and  Warranties  of Buyer and DCDC. It is
acknowledged  and agreed that all  representations  and  warranties  made by any
party to this  Agreement  are made to the best of such party's  knowledge  after
reasonable investigation. Buyer represents and warrants as follows:

                           (a)       Corporate.
         (1) Buyer is a corporation duly organized, validly existing and in good
standing  under and by virtue  of the laws of the State of  Delaware.  As of the
Closing Date, Buyer will be qualified to do business as a foreign corporation in
each other state in which the  ownership of its assets or the nature and conduct
of its  businesses  requires  such  qualification.  DCDC is a  corporation  duly
organized, validly existing and in good standing under and by virtue of the laws
of the State of Utah. DCDC is qualified to do business as a foreign  corporation
in each  other  state in which the  ownership  of its  assets or the  nature and
conduct of its businesses requires such qualification.

                                                                              24

<PAGE>



            (2) Each of Buyer and DCDC has the power to own its  properties  and
carry on its business as and where such are now  conducted.  Buyer does not have
any equity interest in any other  corporation,  partnership,  joint venture,  or
control,  directly or  indirectly  of any other  entity,  except as set forth in
Schedule 3(a)(2).

(b) Authorization for Agreement.  The execution and delivery of, and performance
by Buyer and DCDC of their respective  obligations  under this Agreement and the
other documents contemplated or referenced under this Agreement,  have been duly
authorized by all necessary  action of Buyer and DCDC.  This Agreement has been,
or will be at the Closing  Date,  duly  executed and delivered by Buyer and DCDC
and  (assuming  valid  execution and delivery by the other party) will be at the
Closing  Date,  the  valid  and  binding  obligation  of  them,  enforceable  in
accordance  with  their  terms,  except  as may be  limited  by (i)  bankruptcy,
insolvency, reorganization, moratorium or laws affecting the rights and remedies
of  creditors  generally,  and (ii) the  availability  of the remedy of specific
performance,  injunctive  relief or other equitable relief,  whether  applicable
applied  by a  court  of law or  equity,  including  the  exercise  of  judicial
discretion in accordance with general principles of equity.

       (c)  Disclosure.  No  representation  or  warranty  by the  Buyer in this
Agreement,  nor any  statement,  certificate  or  Schedule  furnished,  or to be
furnished,  by or on behalf of the Buyer  pursuant  to this  Agreement,  nor any
document or certificate  delivered to Seller pursuant to this  Agreement,  or in
connection  with  actions  contemplated  hereby,  contains or shall  contain any
untrue statement of a material fact, or omits, or shall omit to state a material
fact necessary to make the statements contained therein not misleading.

                                                                              25

<PAGE>
     (d)  Ability to Carry Out the  Agreement,  Etc.  Buyer is not subject to or
bound by any  provision  of any  certificate  or  articles of  incorporation  or
by-laws, or to the best of Buyer's knowledge any mortgage, deed of trust, lease,
note, bond, indenture,  other instrument or agreement,  license,  permit, trust,
custodianship,  other  restriction,  or any  applicable  provision  of any  law,
statute,  rule, regulation,  judgment,  order, writ, injunction or decree of any
court,  governmental  body,  administrative  agency or  arbitrator  which  could
prevent or be  violated  by or under  which there would be a default as a result
of, nor,  except as expressly  disclosed on the  attached  Schedule  3(d) is the
consent of any person which has not been  obtained  required for the  execution,
delivery and performance by the Buyer under this  Agreement,  or any agreements,
contemplated hereunder.

                  (e)  Relevant  Capital  Stock.  Buyer has  taken  all  actions
necessary  to  authorize  and  ratify the  Capital  Stock to be issued to Seller
pursuant to this  Agreement.  The authorized  capital stock of Buyer (the "Buyer
Capital Stock") consists of 75,000,000  shares of common stock, par value $.0001
per share, of which 41,594,709 shares are presently outstanding and all of which
are owned by DCDC,  and 15,000,000  shares of preferred  stock , par value $.001
per  share,  none of which are issued  and  outstanding.  Except as set forth on
Schedule  3(e) , no shares of the Buyer  Capital Stock are held in its treasury.
The Buyer Outstanding  Capital Stock has been duly authorized and validly issued
and is  fully  paid  and  nonassessable;  with no  liability  on the part of the
holders  thereof.  Except as set forth on Schedule 3(e), there are no preemptive
rights on the part of any holder of any class of securities  of Buyer.  Schedule
3(e) sets forth all options, warrants, conversion or other rights, agreements or
commitments of any kind obligating Buyer, contingently or otherwise, to issue or
sell any shares of its capital stock of any class or any securities convertible

                                                                              26

<PAGE>



into or exchangeable for any such shares and no authorization  therefor has been
given,  provided,  however  that in  addition  to the  obligations  set forth on
Schedule  3(e),  Buyer  may  satisfy  certain  outstanding  indebtedness  by the
issuance of Common  Stock in  transactions  to be  completed  on or prior to the
Closing of the transactions contemplated hereby.
                  (f)  Financial   Statements.   DCDC's   Audited   Consolidated
Financial  Statements as of June 30, 1998 and 1999 and the  unaudited  financial
statements  for the period ended March 26,  2000,  and  previously  delivered to
Seller, present fairly the financial condition of DCDC as of such dates, and the
results of its  operations  for the  period  then  ending,  in  conformity  with
generally accepted accounting principles applied on a basis consistent with that
of preceding  periods.  Prior to the Closing  Buyer shall  deliver to Seller its
unaudited balance sheet and related statement of earnings for the five months as
of May 31, 2000, which  statements shall present fairly the financial  condition
of Buyer as of such date,  and the results of its operations for the period then
ending, in conformity with generally accepted accounting principles.
                  (g)  Litigation.  There  are  no  judicial  or  administrative
actions,  suits,  proceedings or investigations  pending,  or threatened,  which
question the validity of or conflict with the terms of this  Agreement or of any
action taken or to be taken pursuant to or in connection  with the provisions of
this Agreement. Except as set forth in Schedule 3(g), neither DCDC nor Buyer has
received  any  written  notice  of any suit,  action  or legal,  administrative,
arbitration or other proceeding or governmental investigation,  or any change in
the zoning or building  ordinances  affecting  their real  property or leasehold
interests , pending or threatened  against them.  Schedule 3(g) indicates,  with
respect to each pending litigation, whether the underlying claims are covered by
DCDC's insurance

                                                                              27

<PAGE>



and the extent the deductible and the limits of insurance  coverage with respect
to each such  claim.  Neither  DCDC nor the Buyer have  received  any opinion or
memorandum  or legal advice from legal counsel to the effect that it is exposed,
from a legal standpoint,  to any liability or disadvantage which may be material
to its business, financial condition,  operations,  property or affairs. Neither
DCDC nor the Buyer is in default with respect to any order, writ,  injunction or
decree  known to or  served  upon them of any  court or of any  Federal,  state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality,  domestic or foreign. There is no action or suit by either DCDC
or the Buyer pending or threatened against others.
                  (h) SEC Filings. DCDC's Common Stock is registered pursuant to
Section 12 of the Securities Exchange Act of 1934, and has filed all the reports
required to be filed under  Section 13 of the Exchange Act for the  preceding 12
months. All of such reports have been made available to Seller.
                  (i) Patents and Trademarks. Schedule 3(j) correctly sets forth
a list of all letters patent, patent applications,  inventions upon which patent
applications  have  not yet  been  filed,  trade  names,  trademarks,  trademark
registrations  and  applications,   copyrights,   copyright   registrations  and
applications,  both domestic and foreign,  presently owned,  possessed,  used or
held  by DCDC  and to be  transferred  to the  Buyer  in  accordance  with  this
Agreement and,  except as otherwise  indicated in such  Schedule,  DCDC owns the
entire  right,  title  and  interest  in and to the  same.  Such  Schedule  also
correctly sets forth all patents,  patent  applications,  inventions  upon which
patent applications have not yet been filed, trade names, trademarks,  trademark
registration and applications,  and licenses,  both domestic and foreign,  which
materially relate to the businesses of DCDC, and which

                                                                              28

<PAGE>



are owned or controlled by any director, officer, stockholder or employee of any
of DCDC Such Schedule also correctly  sets forth a list of all licenses  granted
to DCDC by  others,  and to  others  by DCDC.  Neither  DCDC nor the  Buyer  has
received  written notice of any pending or threatened  challenges  regarding any
letters patent, patent applications,  trade names,  trademark  registrations and
applications,  copyrights,  copyright registrations and applications, and grants
of licenses  set forth in such  Schedule  except as set forth in said  Schedule.
Neither DCDC nor the Buyer have received  notice that its business as heretofore
conducted infringes upon the patents,  trademarks, trade name rights, copyrights
or publication rights of others,
                  (j) Trademark Indemnification. Neither DCDC nor the Buyer have
any liability for, and have not given any indemnification for, patent, trademark
or  copyright   infringement   as  to  any  equipment,   materials  or  supplies
manufactured,  produced,  used or sold by  them  or  with  respect  to  services
rendered by them.
                  (k)      Environmental Protection.
                    Neither DCDC nor Buyer has received any notice of any claim,
proceeding or investigation  under federal,  state or local law relating to air,
soil,  subsurface  and  water  pollution,   soil  monitoring  and  the  storage,
treatment, disposal, removal, remediation, release, discharge or emission or any
Hazardous  Material  (as defined  below) with  respect to any of the  Companies'
businesses or the properties at which such  businesses are located.  To the best
of DCDC's and Buyer's knowledge,  neither DCDC nor Buyer has ever owned,  leased
or  operated  or  otherwise  controlled  any real  property  at which a claim or
proceeding  is  presently  pending  or  threatened,  nor are  they  aware of the
existence of any condition on any such property which would

                                                                              29

<PAGE>



give rise to any such  claim or  proceeding  under  federal,  state or local law
relating to air, soil,  subsurface,  water  pollution,  soil  monitoring and the
storage,  treatment,  disposal,  removal,  remediation,  release,  discharge  or
emission  of any  Hazardous  Material.  For  the  purposes  of  this  Agreement,
Hazardous Material shall mean any flammables, asbestos, explosives,  radioactive
materials,  hazardous wastes, toxic substances or related materials,  including,
without  limitation,  any substances defined as or included in the definition of
"hazardous  substances,"  "hazardous wastes,"  "hazardous  materials," or "toxic
substances"  under  any  applicable  federal,   state,  or  local  laws,  rules,
regulations or orders or which federal, state or local laws, rules,  regulations
or orders designate as potentially dangerous to public health and/or safety when
present in the environment.
                  (l)  Insurance.  DCDC holds , and after the transfer of assets
described  in  Section 6 (e) (the  "Asset  Transfer"),  Buyer  shall  hold valid
policies  covering all of the  insurance  required to be  maintained by it. Such
insurance  includes  (and shall  include)  those types of  coverage  and maximum
limits of liability insurance which are customary for businesses similar to that
of  DCDC's  restaurant  business  . All of such  policies  owned  by DCDC  shall
continue  in full  force and  effect  through  the  effective  date of the Asset
Transfer. There are currently no claims pending against DCDC under any insurance
policies  currently in effect and covering its property,  business or employees,
and all  premiums  with  respect to the  policies  maintained  by DCDC have been
maintained to date.


                                                                              30

<PAGE>
4.  Conduct of the  Business of the  Companies  and DCDC's  Restaurant  Business
Pending the Closing  Date.  From and after the date of this  Agreement and until
the Closing Date:

(a) Full  Access.  Buyer  and its  authorized  representatives  shall  have full
access,  during  normal  business  hours,  to all  properties,  books,  records,
contracts and  documents of the  Companies,  and the Companies  shall furnish or
cause  to  be  furnished  to  Buyer  and  its  authorized   representatives  all
information  with respect to the affairs and business of the  Companies as Buyer
may request.
        Seller and his authorized representatives shall have full access, during
normal  business  hours,  to  all  properties,  books,  records,  contracts  and
documents relating to DCDC's restaurant operations (the "Restaurant  Business"),
and DCDC shall  furnish or cause to be  furnished  to Seller and his  authorized
representatives  all information with respect to the affairs and business of the
Restaurant Business as Seller may request.

        (b) Carry On In  Regular  Course.  The  Companies  shall  carry on their
businesses,  and DCDC shall carry on the  Restaurant  Business,  diligently  and
substantially in the same manner as heretofore,  including,  without limitation,
maintenance of normal levels and quality of inventory, and neither the Companies
nor DCDC (with respect to the Restaurant  Business)  shall make or institute any
unusual or novel methods of trade, purchase, sale, lease, management, accounting
or operation.

(c) Contracts and  Commitments.  Neither the Companies nor DCDC (with respect to
the Restaurant  Business)  shall enter into any contract or commitment or engage
in

                                                                              31

<PAGE>



any  transaction  not in the  usual and  ordinary  course  of its  business  and
consistent  with past practices  without the prior written  consent of the Buyer
(with  respect to actions by the  Companies)  or Seller (with respect to actions
involving the Restaurant Business).
 (d)  Indebtedness.  Neither  the  Companies  nor  DCDC  (with  respect  to  the
Restaurant  Business) will create any indebtedness,  other than that incurred in
the usual and  ordinary  course of  business,  or incurred  pursuant to existing
contracts  disclosed in the Schedules  attached hereto,  or incurred pursuant to
commitments permitted hereby, and that reasonably incurred in doing the acts and
things contemplated by this Agreement.
   (e)  Investments.  Neither  the  Companies  nor  DCDC  (with  respect  to the
Restaurant Business) will make any investments, loans, advances or contributions
to any other person,  corporation,  partnership,  joint venture or  association;
provided, however, that they may invest in United States government obligations,
certificates  of deposit  and  commercial  paper  rated A-1 by Standard & Poor's
Corporation or P-1 by Moody's.
        (f) Dividends and  Distributions.  None of the Companies,  DCDC or Buyer
will  declare or pay any dividend or make any  distribution  with respect to its
Capital  Stock or  Membership  Interests,  or  directly  or  indirectly  redeem,
purchase  or  otherwise  acquired  any  of  its  Capital  Stock,  or  Membership
Interests,  or issue or in any way dispose of any shares of its Capital Stock or
Membership Interests or any rights therein or thereto.
          (g)      Amendment of Charter.  None of  the Companies,  DCDC or Buyer
will amend  their  Certificates  of  Incorporation,  Articles  of  Organization,
By-Laws or Operating Agreements or make any change in the authorized or unissued
Capital Stock, or Membership

                                                                              32

<PAGE>



Interests  or its  officers or directors  without the prior  written  consent of
Buyer (with respect to the Companies) or Seller (with respect to DCDC or Buyer).
    (h)  Insurance.  All  property,  real and  personal,  owned or leased by the
Companies will be insured by reputable insurance companies against all insurable
risks normally  insured against by companies  conducting a business the same as,
or similar to, the business  conducted by the Companies,  and all property shall
be used, operated and maintained in a normal businesslike  manner. All property,
real and  personal,  owned or  leased  by DCDC with  respect  to the  Restaurant
Business will be insured by reputable  insurance companies against all insurable
risks normally  insured against by companies  conducting a business the same as,
or similar to, the  Restaurant  Business and all  Restaurant  Business  property
shall be used, operated and maintained in a normal businesslike manner.
                  (i) Preservation of Organization and Employees.  The Companies
and DCDC will use their best efforts  (without  making any commitments on behalf
of Buyer) to preserve its business  organization  intact,  to keep  available to
Buyer their key  officers and  employees,  and to preserve for Buyer the present
relationships  of the  Companies  and DCDC with their  respective  suppliers and
others having business  relations with them. Neither the Companies nor DCDC will
change their present relationships with their employees.
      (j)      No Default.  Neither the Companies nor DCDC shall do any act or
omit to do any act,  or permit any act or  omission  to act,  which will cause a
breach of any contract, lease commitment or obligation by it.

                                                                              33

<PAGE>



          (k)  Compliance  with Laws.  The  Companies  and the Seller  will duly
comply with all  applicable  laws as may be required for the valid and effective
transfer of the Pudgie's Interests as contemplated by this Agreement.  Buyer and
DCDC will duly comply with all applicable  laws as may be required for the valid
and effective transfer of the Buyer's stock to Seller as contemplated herein.
         (l) Tax  Returns.  The  Companies  and DCDC will  prepare  and file all
state,  federal  and other tax  returns,  and  amendments  thereto or timely and
properly  file  requests  for  extensions  with  respect to such  returns as are
required to be filed  between the date of this  Agreement  and the Closing Date,
and shall pay all taxes due with respect to such returns. Buyer and Seller shall
have a  reasonable  opportunity  to  review  all such  returns,  and  amendments
thereto, prior to their being filed.
           (m) Sale of Capital  Assets.  As of the  Closing  Date,  neither  the
Companies  nor DCDC will have sold or  disposed  of any  capital  assets with an
original cost in excess of $5,000 without the prior written consent of the other
party or  capital  assets in the  aggregate  with an  original  cost of  $10,000
without the prior written consent of the other party.
        (n)  Information  to be  Furnished.  The  Companies  and the Seller will
furnish or make available to Buyer all the information  concerning the Companies
required for  inclusion in any  statement  or  application  made by Buyer to any
governmental  body in  connection  with  the  transaction  contemplated  by this
Agreement,  and the Companies and the Seller represent and warrant that all such
information furnished to Buyer for such applications or statements shall

                                                                              34

<PAGE>



be true and  correct in all  respects  without  omission  of any  material  fact
required to be stated to make any such information not misleading.
         The Buyer will furnish or make available to Seller all the  information
concerning the Buyer required for inclusion in any statement or application made
by  Seller  to  any  governmental   body  in  connection  with  the  transaction
contemplated by this Agreement,  and the Buyer  represents and warrants that all
such information  furnished to Seller for such  applications or statements shall
be true and  correct in all  respects  without  omission  of any  material  fact
required to be stated to make any such information not misleading.

5. Conditions  Precedent to Buyer's  Obligations.  Each and every  obligation of
Buyer to be  performed on the Closing  Date or  thereafter,  as the case may be,
shall be subject to the satisfaction prior thereto of the following conditions:

(a) Representations and Warranties True at the Closing Date. The representations
and  warranties  made by the Companies and the Seller in this Agreement or given
on their behalf  hereunder  shall be true on and as of the Closing Date with the
same effect as through  such  representations  and  warranties  had been made or
given on and as of the Closing Date.

(b) No Adverse  Change.  The  business,  assets and  properties of the Companies
shall not have been materially and adversely  affected in any way as a result of
fire, explosion,  earthquake,  disaster, accident, labor trouble or dispute, any
action by the United States or any other governmental authority, flood, drought,
embargo, riot, civil disturbance,  uprising,  activity of armed forces or act of
God or public enemy or for any other reason.

                                                                              35

<PAGE>



         (c) Compliance with  Agreement.  The Companies shall have performed and
complied  with all of their  obligations  under this  Agreement  which are to be
performed or complied with by it prior to or on the Closing Date.
    (d)      Employment of Seller. Seller  shall have entered into an employment
agreement with Buyer in the form annexed hereto as Exhibit B.
    (e)  Certificate of  Fulfillment of Conditions.  There shall be delivered to
Buyer a certificate  of the  Companies  and Seller  certifying in such detail as
Buyer may specify the  fulfillment of conditions  set forth in subsections  (a),
(b) and (c) of this Section 5.
     (f) Certificates of Good Standing. The Seller shall have delivered to Buyer
a certificate issued by appropriate governmental authorities evidencing the good
standing of the  Companies  as of a date not more than thirty (30) days prior to
the Closing Date as a corporation or limited  liability  company of the state of
their  respective  organization  and in each state where it is  qualified  to do
business.
    (g) Proceedings and Instruments Satisfactory. All proceedings,  corporate or
other,  to be taken in  connection  with the  transaction  contemplated  by this
Agreement, and all documents incident thereto, shall be satisfactory in form and
substance to Buyer,  and the  Companies  shall have made  available to Buyer for
examination  the  originals  or true  and  correct  copies  of all  records  and
documents relating to the business and affairs of the Companies, which Buyer may
request in connection with said transaction.  The Companies and the Seller shall
have complied with all statutory  requirements for the valid consummation by the
Companies or the Seller of the transaction contemplated by this Agreement.

                                                                              36

<PAGE>



) No Litigation.  No  investigation,  suit,  action or other proceeding shall be
threatened  or pending  before  any court or  governmental  agency  which in the
opinion of Buyer's counsel is likely to result in the restraint,  prohibition or
the  obtaining of damages or other relief in connection  with this  Agreement or
the consummation of the transactions  contemplated hereby, or in connection with
any claim against the Companies, not disclosed by the Schedules attached hereto.
       (i)      All Documents.  All documents required by Section 8(a) of this
Agreement shall have been delivered to the Buyer.

6. Conditions Precedent to the Seller's  Obligations.  Each and every obligation
of the  Seller to be  performed  on the  Closing  Date  shall be  subject to the
satisfaction prior thereto of the following conditions:

      (a)  Representations  and  Warranties  True at the Closing  Date.  Buyer's
representations and warranties  contained in this Agreement shall be true at and
as of the Closing Date as though such  representations  and warranties were made
at and as of the Closing Date.

(b) Compliance with Agreement.  Buyer shall have performed and complied with its
obligations  under this  Agreement  which are to be performed  or complied  with
prior to or on the Closing Date.  (c) All Documents.  All documents  required by
Section 8(b) of this  Agreement  shall have been  delivered  to the Seller.  (d)
Directors.  At the Closing, the Board of Directors of the Buyer shall consist of
five members, one of whom shall be the Seller or his designee.  In the event the
size of the Board is increased,  Seller shall have the right to designate twenty
(20%) of the members of the

                                                                              37

<PAGE>



Board of  Directors.  In the event that the number of directors is not divisible
by five,  then Seller shall have the right to designate such number of directors
as is  closest to 20% of the total  directors  on the Board of  Directors.  (For
example, if the size of the board is increased to seven directors,  Seller would
still be entitled to select one  director;  if the board were  increased  to any
number  between eight and twelve  directors,  Seller would be entitled to select
two directors.) In the event that the size of the Board is decreased below five,
Seller  shall be  entitled  to  designate  one member of the Board of  Directors
Seller shall have the right to designate  directors pursuant to this Section for
as long as Seller either (i) remains employed by the Buyer, or (ii) continues to
own not less than ten percent of the issued and outstanding  stock of Buyer. The
foregoing sentence is not intended to negate Seller's ability to vote his shares
for the  election  of  directors  at any time  after he  ceases to  satisfy  the
foregoing conditions. Buyer shall cause its by-laws to be amended to reflect the
provisions of this paragraph (d) and to provide that such  provisions  cannot be
modified without the consent of Seller.

 (e)  Transfer  of Food  Assets.  At or prior to the  Closing,  DCDC  shall have
transferred  and  assigned  all of its  assets  and  liabilities  related to its
restaurant  operations  (the  "Restaurant  Business")  to the  Buyer,  provided,
however, to the extent that any such transfer requires the prior written consent
of a third party and such consent  cannot be obtained prior to the Closing Date,
DCDC will use its best  efforts to obtain such  consents  following  the Closing
Date and Buyer will agree to  indemnify  DCDC to the extent that DCDC incurs any
liabilities arising from its restaurant  operations  following the Closing Date.
Attached hereto as Schedule 6(e) is a pro forma

                                                                              38

<PAGE>



balance  sheet for Buyer  indicating  what the assets and  liabilities  of Buyer
would have been if such  transfer and  assumption of  liabilities  took place on
July 31, 2000.
      (f)  Certificates  of Good  Standing.  The Buyer shall have  delivered  to
Seller a certificate issued by appropriate  governmental  authorizes  evidencing
the good  standing  of the Buyer as of a date or not more than  thirty (30) days
prior to the Closing Date as a corporation  of the state of Delaware and in each
state where it is qualified to do business..
     (g) Proceedings and Instruments Satisfactory. All proceedings, corporate or
other,  to be taken in  connection  with the  transaction  contemplated  by this
Agreement, and all documents incident thereto, shall be satisfactory in form and
substance  to  Seller,  and the Buyer  shall have made  available  to Seller for
examination  the  originals  or true  and  correct  copies  of all  records  and
documents  relating to the business  and affairs of the Buyer,  which Seller may
request in connection with said transaction.  The Buyer shall have complied with
all  statutory  requirements  for the  valid  consummation  by the  Buyer of the
transaction contemplated by this Agreement.
(h) No Litigation.  No investigation,  suit, action or other proceeding shall be
threatened  or pending  before  any court or  governmental  agency  which in the
opinion of Seller's counsel is likely to result in the restraint, prohibition or
the  obtaining of damages or other relief in connection  with this  Agreement or
the consummation of the transactions  contemplated hereby, or in connection with
any claim against DCDC or the Buyer,  not  disclosed by the  Schedules  attached
hereto.

                                                                              39

<PAGE>



   (i)      Employment of Seller. Seller  shall have entered into an employment
   agreement with Buyer in the form annexed hereto as Exhibit B.

                  7.                Survival of Representations and Warranties

  All of the representations and warranties contained in Articles II and III and
in any documents  delivered pursuant to this Agreement shall survive the Closing
until the earlier of nine months following the Closing Date or the date on which
Buyer's  capital  stock is  registered  pursuant  to an  effective  registration
statement with the S.E.C.,  except for representations  regarding (i) the filing
of tax returns  and the payment of income  taxes,  which  representations  shall
survive for the  applicable  limitation  period with respect to such taxes,  and
(ii)  representations  regarding the maintenance of liability  insurance,  which
representations  shall survive for the applicable  statute of  limitations  with
respect to any claim that is made that would have been insured by the  insurance
that  is the  subject  of  the  representation,  but  for  the  breach  of  such
representation.
                  8. Closing Date. The closing with respect to the  transactions
contemplated  hereunder  shall take place at the offices of  McLaughlin & Stern,
LLP, 260 Madison Avenue, New York, New York, at 10:00 a.m. local time on October
17, 2000,  or at such  earlier date as may be set by Buyer,  on at least two (2)
days' prior written notice to the Seller. Such date is herein referred to as the
"Closing Date".
                                 At the Closing,
                       (a)      The Seller shall deliver to Buyer the following:

                                                                              40

<PAGE>



(1) a certificate of  fulfillment  of conditions  signed by the President of the
Companies referred to in subsection (e) of Section 5 hereof;

(2) a certificate  of good standing  referred to in subsection  (g) of Section 5
hereof;

(3)  certificates  representing  all of the  Pudgie's  Interests as set forth in
Section 1(a) hereof;

(4) a general  release  executed  by Seller in favor of the  Companies  the form
attached hereto and labeled Exhibit C;

(5) resignations of the officers and directors of the Companies;

(6) consents of any party to any lease or contract  whose consent is required by
reason of the transactions contemplated by this Agreement.

(7) estoppel  certificates  from each landlord of the Companies,  which provides
that the  Companies are not in default and no event has  occurred,  which,  with
notice or the passage of time, would constitute a default by the Companies.

(8) subject to the  provisions  of Section  14,  consents  from those  landlords
leasing  property to any of the  Companies  pursuant to leases which require the
consent of the  landlord  upon the  transfer of the  ownership  interests of the
Company in question.

 (9) the  employment  agreement as specified in Section 5(d);  (10) an
assignment of the office lease for the headquarters of the Companies  located at
-----;

                                                                              41

<PAGE>



(11) an  assignment  of the  computer  and  copier  leases  currently  leased to
Pudgie's Management Corp; and

(12)  such  other  and  further  documents,  instruments  and  certificates  not
inconsistent with the provisions of this Agreement,  executed by Seller as Buyer
shall  reasonably  require to carry out and effectuate the purposes and terms of
this Agreement.

(b) Buyer shall deliver to the Seller the following:

(1) the stock certificates referred to in Section 1(b) hereof;

(2) a certificate  of  fulfillment  of conditions  set forth in Section 6 hereof
signed by the President and Treasurer of the Buyer;

(3)  such  other  and  further  documents,   instruments  and  certificates  not
inconsistent with the provisions of this Agreement, executed by Buyer, as Seller
shall  reasonably  require to carry out and effectuate the purposes and terms of
this Agreement.

9. Seller's  Covenants  with Respect to Certain Stores Seller shall use its best
efforts  to sell all of the assets  relating  to the store  premises  located in
Lynbrook, New York prior to the Closing.

10.  Brokerage.  The Seller  represents and warrants that he has not engaged the
services of any broker or finder hereunder, and agrees to indemnify and hold the
Buyer and DCDC  harmless  against any claim for  brokers'  or  finders'  fees or
compensation  in connection  with the  transactions  herein  provided for by any
person, firm or corporation  claiming a right to the same because engaged by the
Seller. Buyer represents and warrants to the Seller that it has not engaged

                                                                              42

<PAGE>



the services of any broker or finder in connection with the transactions  herein
provided for and agrees to indemnify and hold harmless Seller against any claims
for  brokers'  or  finders'  fees  or   compensation   in  connection  with  the
transactions  herein  provided  for by any  other  person,  firm or  corporation
claiming a right to the same because engaged by Buyer or DCDC.

                  11.        Restriction on Negotiation.
The Seller and the  Companies  agree that until the  earlier of (a) the  Closing
Date or (b)October 31, 2000,  neither the Companies nor the Seller will sign any
agreement or have any negotiations regarding the sale of the Companies or any of
their assets.

                  12.      Spin-Off
            After the Closing Date,  Buyer and DCDC shall use their best efforts
to file a registration  statement  with the  Securities and Exchange  Commission
(the "SEC") to register  Buyer's Common Stock under Section 12 of the Securities
Act of 1933 (the "Act") and DCDC, upon the  effectiveness  of such  registration
statement,  shall  distribute  its  shares  of  Common  Stock  of  Buyer  to its
shareholders  (hereafter referred to as the "Spin-Off') . If Buyer and DCDC fail
to effectuate  the Spin-Off on or before the "Deadline"  (described  below) then
Seller shall have the right upon notice to Buyer and DCDC to exchange all shares
of the Common Stock of Buyer which he acquires  pursuant to this  Agreement into
shares of the Common Stock of DCDC at the ratio of one fourth of a share of DCDC
for  each  whole  share of Buyer in  accordance  with the  Conversion  Agreement
attached hereto as Exhibit D. The Deadline shall be the first anniversary of the
Closing Date, provided, however, if Buyer and DCDC have submitted a registration
statement to the Securities and Exchange Commission on or before such date, then
the Deadline shall automatically be extended

                                                                              43

<PAGE>



to the second  anniversary of the Closing Date, and further provided that if the
Spin-Off has not been effectuated by such second  anniversary the Deadline shall
automatically  be extended until the third  anniversary of the Closing Date upon
delivery by Buyer or DCDC of a notice electing such extension.  In addition, the
Deadline  shall be  automatically  extended by that  period of time  between the
filing of the Registration Statement and any amendments thereto with the SEC and
the  response  by the  SEC to such  Registration  Statement  and any  amendments
thereto.
If, at any time prior to the earlier of the "Restructure Date" (defined below)or
the effective  date of the  registration  statement  with regard to the Spin-Off
(the  earlier of such  dates  being  hereafter  referred  to as the  "Adjustment
Date"),  the Buyer issues any additional  shares of its Common Stock or options,
warrants or  securities  convertible  into Common  Stock (i) if Buyer has issued
Common  Stock,  Buyer  shall issue to Seller  Common  Stock or (ii) if Buyer has
issued  options,  warrants or securities  convertible  into Common Stock,  Buyer
shall issue to Seller options to purchase  Common Stock,  the exercise price and
terms of exercise  shall be  equivalent  to those of such  options,  warrants or
convertible  securities.  Such additional  Common Stock and options shall permit
Seller to purchase  that number of Shares of Buyer's  Common Stock  which,  when
added to the  number of shares  issued to Seller at the  Closing,  equal  twenty
percent  of  all  issued  and  outstanding  Common  Stock  of the  Buyer  on the
Adjustment Date, on a fully diluted basis after giving effect to the exercise of
all then outstanding  options,  warrants and rights to purchase shares of Common
Stock (including all unvested  options,  warrants and rights) and the conversion
of all securities convertible into shares of Common Stock. DCDC and Buyer hereby
covenant  that they  will not adopt any  option  plan that  would  prohibit  the
foregoing issuance of options to Seller.

                                                                              44

<PAGE>



 The "Restructure  Date" is defined as the date on which Buyer raises the sum of
One Million Five Hundred  Thousand Dollars (the "Threshold  Amount")(subject  to
adjustment as described in the next  sentence)  from any  combination of debt or
equity  financing,  from the  acquisition of a line of credit,  from the sale of
assets or from any other transaction outside of the ordinary course of business.
The  Threshold  Amount  shall be  reduced by $0.50 for each $1 of long term debt
that is  converted  to equity and for each $1 of trade  debt that is  eliminated
other than through the payment of money.
                            13 . Management Agreement
After the  Closing,  Seller and the  Companies,  shall use their best efforts to
obtain consents to assignment (to the extent  required by the applicable  lease)
from all  landlords  with  respect to leases  relating to the sites at which the
business  of the  Companies  operates,  and Buyer and DCDC  shall use their best
efforts  to  obtain  consents  to  assignment  (to the  extent  required  by the
applicable  lease) from all landlords with respect to the leases relating to the
sites at which DCDC's Restaurant Business operates. (The sites which are subject
to  leases  requiring  consent  are  hereafter  referred  to as the  "Applicable
Sites".)  Until  such  time  as  the  landlord's  consents  with  respect  to an
Applicable  Site is obtained,  the business  operations at the  Applicable  Site
shall be  managed by Buyer  pursuant  to the terms of the  Management  Agreement
annexed hereto as Exhibit E.

   To the extent that any lease  provides  that the transfer of the stock of the
tenant as contemplated herein will constitute an assignment of the lease subject
to the landlord's consent, and the parties hereto reasonably determine that such
consent  cannot  be  obtained,  then  instead  of  transferring  such  stock  as
contemplated herein, such stock will be held by the owner

                                                                              45

<PAGE>



thereof  either in trust for,  as nominee  for or  otherwise  for the benefit of
Buyer,  with  Buyer  being  exclusively  entitled  to all the  income  and other
benefits relating to such stock,  including,  without  limitation,  the right to
direct any votes to be taken with respect to such stock.

                   14.  Miscellaneous  Provisions.

      (a) Nature and Survival of  Representations.  All statements  contained in
any certificate,  instrument,  schedule or document delivered by or on behalf of
any of the parties pursuant to this Agreement and the transactions  contemplated
hereby shall be deemed  representations and warranties by the respective parties
hereunder made pursuant to the terms of this Agreement.  All representations and
warranties  made by the  parties to each  other in this  Agreement  or  pursuant
hereto shall survive as provided herein,  except to the extent waived in writing
by the parties hereto, the consummation of the transactions contemplated by this
Agreement, notwithstanding any investigation heretofore or hereafter made by any
of them or on behalf of any of them. Each Schedule  delivered in accordance with
this  Agreement  shall be deemed to include  and refer to every  other  Schedule
hereto.

    (b)  Entire  Agreement.  This  Agreement,  together  with the  Exhibits  and
Schedules delivered pursuant to this Agreement,  sets forth the entire agreement
and  understanding  between  the parties as to the subject  matter  hereof,  and
merges and supersedes all prior  discussions,  agreements and  understandings of
every and any nature between them, including,  without limitation all letters of
intent  between  or  among  the  parties  and no  party  shall  be  bound by any
condition,  definition,  warranty,  or representation,  other than expressly set
forth or provided for in this  Agreement,  or as may be, on or subsequent to the
date hereof, set forth in writing and signed by the

                                                                              46

<PAGE>



party to be bound thereby. This Agreement may not be changed or modified, except
by agreement in writing, signed by all of the parties hereto.

(c) Parties in Interest. All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the successors in
interest of the respective parties hereto.

     (d) Laws  Governing.  This  Agreement  shall be construed  and  interpreted
     according  to the law of the  State of New  York as  applied  to  contracts
     executed and performed in the State of New York.

     (e)  Assignment.  This  Agreement  shall not be  assigned  by the Seller or
     Buyer.

     (f)  Notices.  All  notices,  requests,  demands  and other  communications
     hereunder  shall be in writing  and shall be deemed to have been duly given
     if delivered by hand, or overnight courier, telecopied or mailed, certified
     or registered mail, with first-class postage page, (a) if to the Seller c/o
     Pudgie's  Restaurant  Corp., 5 Dakota Drive,  Suite 302, Lake Success,  New
     York 11042 or to such other person and place as the Seller shall furnish to
     Buyer in writing, with a copy to Benjamin Geizhals, Esq., Davidoff & Malito
     LLP, 605 Third Avenue, 34th Floor, N.Y., N.Y. 10158 ; and, (b) if to Buyer,
     7400 Baymeadows Way,  Jacksonville,  Florida 32255, or to such other person
     and place as Buyer  shall  furnish to the Seller in writing  with a copy to
     Steven W. Schuster,  Esq., McLaughlin & Stern, LLP, 260 Madison Avenue, New
     York, New York 10016. All notices shall be deemed given upon receipt.

                                                                              47

<PAGE>



     (g) Further Instruments. The Seller will, on the Closing Date or such other
date as Buyer may request, without cost or expense to Buyer, execute and deliver
or cause to be executed  and  delivered  to Buyer such other action as Buyer may
reasonably request to more effectively consummate the transactions  contemplated
by this Agreement and confirm and assure Buyer title thereto.

     (h) Counterparts.  This Agreement may be executed simultaneously in two (2)
     or more counterparts, each of which shall be deemed an original, but all of
     which together shall constitute one and the same instrument.

     (i) Headings.  The headings in the sections of this  Agreement are inserted
     for convenience only and shall not constitute a part hereof.

     (j) Expenses.  Buyers,  on one hand,  and Seller and Companies on the other
     hand,  shall bear their own  respective  expenses,  including  professional
     fees, incurred in connection with this Agreement.

     (k) Transfer Taxes. Except as specifically provided below, the Seller shall
     pay any state or local sales,  transfer or like taxes payable in connection
     with the  transactions  contemplated  pursuant to this Agreement,  it being
     understood  that each Seller is solely  responsible for his or her personal
     income tax obligations  arising from the sale of the Pudgie's  Interests as
     contemplated hereunder.

     (l)      Confidentiality.   Each party shall maintain the existence of this
Agreement  and  the  terms  and  conditions  described  therein   ("Confidential
Information")  strictly  confidential.  No party may disclose  any  Confidential
Information to any third party (other than to

                                                                              48

<PAGE>



its legal,  accounting or financial  advisors)  without the prior consent of the
other  party.  Any press  release  will be subject  to the prior  consent of the
parties.  However,  the  parties  acknowledge  that any press  release  or other
disclosure  required  to be made by Buyer or DCDC in order for it to comply with
any federal or state securities laws shall be at Buyer's discretion.

   (m) Books and  Records.  The  parties  acknowledge  and agree that Seller may
retain (but keep  confidential)  copies of business  records of the Companies as
are  reasonably  necessary to Seller in connection  with (x) the  preparation of
Seller's  tax  returns  or  other  filings  prepared  by  Seller,  (y)  Seller's
performance of its obligations  hereunder.  After the Closing,  each party shall
provide to the other party any  reasonably  requested  copies of any  contracts,
agreements,  commitments,  books,  records,  files or other data not provided to
such party at the time of the Closing that such party may reasonably  require in
connection with (i) the preparation of such party's tax returns or other filings
prepared  by such  party,  (ii)  such  party's  performance  of its  obligations
hereunder, or (iii) any litigation,  tax audit or threatened litigation relating
to such party's  continuing  business,  provided that such party shall reimburse
the party providing  copies for all reasonable costs incurred in connection with
the provision thereof.

(n)  Severability.  If any  provision of this  Agreement is held by any court of
competent jurisdiction to be illegal,  invalid or unenforceable,  such provision
shall  be  of  no  force  and  effect,   but  the   illegality,   invalidity  or
unenforceability   shall   have  no  effect   upon  and  shall  not  impair  the
enforceability of any other provision of this Agreement.



                                                                              49

<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the day and year first above written.

                                                 ARTHUR TREACHER'S, INC.

                                                 By: /s/ William Saculla
                                                   Name: William Saculla
                                                Title:   President


                                                   DIGITAL CREATIVE DEVELOPMENT
                                                    CORPORATION


                                                    By: /s/  Bruce Galloway
                                                       Name: Bruce Galloway
                                                    Title:   Chairman


                                                        /s/ Jeffrey Bernstein
                                                            Jeffrey Bernstein