ASSET PURCHASE AGREEMENT


          THIS AGREEMENT,  dated as of December ___, 1997 (the "Agreement"),  is
entered  into by and  between  NEW  YORKER  FROZEN  DESSERTS,  INC.,  a New York
corporation  ("Purchaser");   and  NEW  YORKER  ICE  CREAM  CORP.,  a  New  York
corporation  ("NYIC");  and KERRY GROUP LTD., a New York corporation  ("Kerry"),
the  parent  corporation  of  NYIC;  and  TED  KETSOGLOU,  an  individual  ("Mr.
Ketsoglou")  and the sole  shareholder of Kerry (Kerry,  NYIC and Mr.  Ketsoglou
shall hereinafter collectively be referred to as "Seller"); and MIKE'S ORIGINAL,
INC., a Delaware corporation ("Mike's"), the parent corporation of Purchaser.

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

     WHEREAS, Seller is engaged in the business of the full service distribution
of ice cream (the "Business"); and

     WHEREAS,  Seller and Purchaser desire to enter into this Agreement pursuant
to which Seller proposes to sell to Purchaser and Purchaser proposes to purchase
from Seller substantially all of the assets of Seller.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and agreements set forth herein, the parties hereto agree as follows:


                                    ARTICLE 1
                             ASSET PURCHASE AND SALE

     Section 1.1 Agreement to Sell. At the Closing (as hereinafter  defined) and
except as otherwise specifically provided in this Article 1, Seller shall grant,
sell, convey, assign, transfer and deliver to Purchaser, upon and subject to the
terms and conditions of this Agreement,  all right, title and interest of Seller
in and to (a) the  Business  as a  going  concern,  and  (b) all of the  assets,
properties and rights of Seller, of every kind and description,  real,  personal
and mixed, tangible and intangible,  wherever situated (which Business,  assets,
properties and rights are  hereinafter  collectively  referred to as the "Assets
"),  free and  clear  of all  mortgages,  liens,  pledges,  security  interests,
charges,  claims,  restrictions  and  encumbrances  of any nature except for the
Excluded Assets set forth in Section 1.3 hereof.

     Section 1.2 Included  Assets.  Except as otherwise  expressly  set forth in
Section 1.3 hereof,  the Assets shall include  without  limitation the following
assets, properties, and rights of Seller:
<PAGE>
     (a) All rights under any written or oral contract,  agreement, lease, plan,
instrument,  registration,  license,  certificate of occupancy,  other permit or
approval of any nature, or other document, commitment, arrangement, undertaking,
practice or  authorization  except for such  agreements that Seller has notified
Purchaser of in writing that Seller cannot transfer to Purchaser due to Seller's
inability  to secure the consent to the  assignment  from the other party to the
Agreement;

     (b) All machinery,  equipment,  tools,  vehicles,  furniture,  furnishings,
leasehold improvements,  goods and other tangible personal property,  including,
but not limited to, the Assets set forth on Schedule 1.2 annexed hereto;

     (c) All  technologies,  methods,  formulations,  databases,  trade secrets,
know-how,  inventions,  computer software  (including  documentation and related
object codes) and other intellectual property;

     (d) All office supplies;

     (e) All rights  under any patent,  trademark,  service  mark,  tradename or
copyrights,  whether registered or unregistered,  and any applications  therefor
(the "Marks");

     (f) All rights arising under express or implied warranties  relating to the
Assets;

     (g) All information,  files, records,  data, plans,  contracts and recorded
knowledge, including client and vendor lists related to the foregoing;

     (h) An irrevocable  option for ten (10) years,  which is hereby granted (i)
to  purchase  all of the  issued  and  outstanding  capital  stock of NYIC for a
purchase  price of One Dollar  ($1.00),  provided that Seller shall first divest
NYIC of all assets other than  contracts for the  distribution  of ice cream and
other food products,  including but not limited to its  distribution  agreements
with  Haagen-Daz,  Baskin-Robbins  and  Friendlies  Ice  Cream,  which  shall be
transferred  to  Purchaser as an asset of NYIC upon  exercise of the option,  or
(ii) to have NYIC assign to  Purchaser  all rights under any or all ice cream or
other product distribution agreements of NYIC with its suppliers,  including but
not limited to NYIC's  distribution  agreements with Haagen-Daz,  Baskin-Robbins
and Friendlies Ice Cream. This option shall survive the Closing;

     (i)  All  right,  title,  licenses  and  interest  in and  to all  vehicles
identified in Schedule 1.2 that are owned by American Classic Ice Cream Corp., a
New York Corporation,  which hereby agrees to transfer the same to Purchaser and
shall execute this Agreement for such purpose.

     Section 1.3 Excluded Assets.  Notwithstanding  anything to the contrary set
forth  herein,  the Assets shall not include any of the  following  (hereinafter
collectively referred to as "Excluded Assets"):
<PAGE>

          (a) The corporate seals, certificates of incorporation,  minute books,
stock books, tax returns, books of account or other constituent records relating
to the corporate organization of Seller;

          (b)  cash and cash equivalents;

          (c)  All accounts, notes and other receivables; and

          (d) The rights which accrue to Seller under this Agreement.

     Section 1.4 Agreement to Purchase. At the Closing, Purchaser shall purchase
the Assets from  Seller,  upon and subject to the terms and  conditions  of this
Agreement and in reliance on the  representations,  warranties  and covenants of
Seller  contained  herein,  in exchange for the Purchase  Price (as  hereinafter
defined).

     Section 1.5 The Purchase Price.  The purchase price for the Assets shall be
Two Million ($2,000,000.00) Dollars (the "Purchase Price").

     Section 1.6 Payment of Purchase Price. At the Closing,  Purchaser shall pay
to NYIC Four Hundred  Sixty-Five  Thousand  ($465,000.00)  Dollars (the "Initial
Payment") of the Purchase  Price by certified  check.  The remaining One Million
Five Hundred Thirty-Five Thousand  ($1,535,000.00) Dollars of the purchase price
shall be payable to the NYIC as follows:

          (a) Eight Hundred  Thousand  ($800,000)  Dollars,  plus any additional
amount to be added in accordance with Section 1.6(b) below,  shall be payable in
accordance with the terms and conditions of a Promissory  Note in  substantially
the form of Exhibit 1.6(a)-1 annexed hereto (the "Note"),  which Note shall have
a repayment term of three (3) years and shall bear interest at the rate of eight
(8%) percent per annum and which shall be secured by a purchase  money  security
interest  as set forth in the  security  agreement  (the  "Security  Agreement")
attached hereto as Exhibit 1.6(a)-2; and

           (b)  Purchaser  shall  pay to the  Estate  of  Joseph  Kologlou  (the
"Creditor"),  the  holder  of  the  existing  $735,000.00  secured  loan  on the
Business,  an amount not to exceed Two Hundred Thousand  ($200,000.00)  Dollars,
and assume the  obligation  to repay the Creditor the  remainder of such secured
loan (the  "Assumed  Obligation")  over a term of four (4) years at an  interest
rate of eight percent (8%) per annum. In the event the unpaid principal  balance
on the Assumed  Obligation  at Closing is less than  $735,000.00  as a result of
Seller's  payments,  the difference  shall be added to the cash component of the
Purchase Price.

     Section 1.7  Purchase of Seller's  Inventory.  In addition to the  Purchase
Price,  Purchaser shall,  withing fifteen (15) days of the Closing, pay NYIC its
cost for the inventory and stock-in-trade of NYIC delivered to Purchaser that is
in good and saleable condition as of the Closing.
<PAGE>
     Section 1.8 Excluded Liabilities.  Notwithstanding anything to the contrary
set forth herein,  except as set forth in Schedule 3.4 (b) (Leases), in no event
shall  Purchaser  assume,  incur or  become  responsible  for any  liability  or
obligation  of the Seller of any nature  whatsoever,  whether  now or  hereafter
existing.  The  liabilities  and obligations of Seller which Purchaser shall not
assume,  incur or become  responsible  for are  referred to herein as  "Excluded
Liabilities".

     Section  1.9  Prorations.  All  property  and ad  valorem  taxes,  business
licenses, permits, leasehold rentals, utilities and other customarily proratable
expense of Seller  relating to the Assets  payable prior to or subsequent to the
Closing Date and relating to the period of time both prior to and  subsequent to
the Closing Date will be prorated between Purchaser and Seller as of the Closing
Date. If the actual amount of any proratable item is not known as of the Closing
Date,  such  proration will be based on the previous  year's  assessment of such
item or such other  reasonable  basis for estimating  such amount as the parties
may  select,  and  the  parties  agree  to  adjust  such  proration  and pay any
underpayment  or reimburse  any  overpayment  promptly  after the actual  amount
becomes known. In the event any sales, use, excise, value added or other similar
taxes become due as a result of the transactions contemplated by this Agreement,
Purchaser and Seller shall each be responsible for and shall pay one-half of all
such taxes.

     Section 1.10 Allocation of Purchase  Price.  The parties shall agree on the
allocation  for tax  purposes  of the  Purchase  Price to be paid for the Assets
prior to or upon the Closing.

                                    ARTICLE 2
               CLOSING; ITEMS TO BE DELIVERED; FURTHER ASSURANCES


     Section 2.1 Closing.  The consummation of the transactions  contemplated by
this Agreement is herein referred to as the "Closing".  The "Closing Date" shall
be the date on which the Closing occurs. The Closing shall occur within ten (10)
business  days of the  satisfaction  or  waiver of the  conditions  set forth in
Article 6 hereof,  but in no event  shall the  Closing  Date be a date  which is
subsequent to 120 days from the date hereof. The Closing shall take place at the
office of Blau, Kramer, Wactlar & Lieberman, P.C., 100 Jericho Quadrangle, Suite
225,  Jericho,  New York 11753,  or at such other place upon which the Purchaser
and Seller shall mutually agree.

     Section 2.2 Items to be Delivered at Closing. At the Closing and subject to
the terms and conditions herein contained:

          (a)  Seller shall deliver to Purchaser the following:

               (i) Such bills of sale with  covenants of warranty,  assignments,
          endorsements,  and other good and sufficient instruments and documents
          of  conveyance  and  transfer,  in  form  reasonably  satisfactory  to
          Purchaser  and its  counsel,  as shall be necessary  and  effective to
          transfer and assign to, and vest in purchaser  all of Seller's  right,
          title and interest in and to the Assets, including without limitation,
          (A) good and valid title in and to all of the Assets  owned by Seller,
<PAGE>
          (B) good and  valid  leasehold  interest  in and to all of the  Assets
          leased by Seller as lessee,  and (C) all of Seller's  rights under all
          agreements,  contracts,  commitments, leases, plans, bids, quotations,
          proposals,  instruments and other documents  included in the Assets to
          which Seller is a party or by which it has rights on the Closing Date;
          and

               (ii) All  of  the  agreements,  contracts,  commitments,  leases,
                    plans, bids, quotations,  proposals,  instruments,  computer
                    programs  and  software,  data bases  whether in the form of
                    computer  tapes or  otherwise,  related  object  and (to the
                    extent available) source code, manuals and guidebooks, price
                    books  and  price  lists,  customer  and  subscriber  lists,
                    supplier lists, sales records, files, correspondence,  legal
                    opinions, rulings issued by governmental entities, and other
                    documents,  books,  records,  papers, files, office supplies
                    and data belonging to Seller which are part of the Assets;

               (iii)Audited  financial  statements  for Seller's last two fiscal
                    years; and

               (iv) Estoppel  certificates  from the  Creditor  for the  Assumed
                    Obligation  and from the  applicable  lessors  set  forth in
                    Schedule 3.4 (b)  indicating  the total  principal and lease
                    payments due under the Assumed Obligation and such leases;

               (v)  A Lease in form and substance  satisfactory to Purchaser for
                    the  current  principal  place  of  business  of  Seller  as
                    described in Section 6.1 (j) hereof;

               (vi) Certificates of the corporate  secretaries of NYIC and Kerry
                    certifying that all  transactions  contemplated  hereby have
                    been  duly   approved   by  the  Board  of   Directors   and
                    shareholders  of each  corporation  and that the  officer of
                    each corporation executing this Agreement is duly authorized
                    to do so;

               (vii)Such  other   documentation   as  Purchaser  may  reasonably
                    require to assure  the  continuation  of certain  franchises
                    which Purchaser determines to be necessary for the continued
                    operations of Seller's business;

and simultaneously  with such delivery,  all such reasonable steps will be taken
as may be required to place Purchaser in actual possession and operating control
of the Assets.

          (b) Purchaser shall deliver to Seller the following:
<PAGE>
               (i)  The Initial Payment;

               (ii) The Note; and

               (iii)The Security Agreement.

               (iv) An  agreement  under  which  Purchaser  assumes  the Assumed
                    Obligation.

          (c) The parties  hereto also shall deliver to each other the documents
and instruments referred to in Article 6 hereof.

     Section 2.3 Further Assurances. Seller from time to time after the Closing,
at Purchaser's request, will execute,  acknowledge and deliver to Purchaser such
other  instruments  of conveyance  and transfer and will take such other actions
and  execute  and  deliver  such other  documents,  certifications  and  further
assurances as Purchaser may reasonably request in order to vest more effectively
in  Purchaser,  or to put  Purchaser  more  fully in  possession  of, any of the
Assets. Each of the parties hereto will cooperate with the other and execute and
deliver to the other such other  instruments  and  documents and take such other
actions as may be reasonably  requested from time to time by any party hereto as
necessary  to carry out,  evidence  and  confirm the  intended  purposes of this
Agreement.


                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

          NYIC represents and warrants to Purchaser as follows:

     Section 3.1 Organization.  Seller is a corporation duly organized,  validly
existing  and in good  standing  under the laws of the State of New York and has
all  requisite  corporate  power and  authority  to own,  lease and  operate its
properties and to carry on its business as is now being conducted. Except as set
forth in  Schedule  3.1,  Seller  has no  subsidiaries  and  there  are no other
entities  which Seller  directly or indirectly  controls or is controlled by and
Seller  is not a  party  to any  joint  venture  and  is  not a  partner  of any
partnership.  Seller is duly  qualified  to  transact  business,  and is in good
standing,  as a foreign  corporation in each jurisdiction where the character of
its activities requires such qualification.

     Section 3.2 Authorization. Seller has full corporate power and authority to
execute and deliver this  Agreement  and to perform its  obligations  under this
Agreement and to consummate the transactions  contemplated hereby. The execution
and delivery of this  Agreement by Seller and the  performance  by Seller of its
obligations  hereunder and the  consummation  of the  transactions  provided for
herein have been duly and validly  authorized by all necessary  corporate action
on the part of Seller.  The Board of Directors and  shareholders  of Seller have
approved the  execution,  delivery and  performance  of this  Agreement  and the
<PAGE>
consummation of the transactions  contemplated  hereby.  This Agreement has been
duly  executed  and  delivered by Seller and  constitutes  the valid and binding
agreement  of  Seller,  enforceable  against  it in  accordance  with its terms,
subject to applicable  bankruptcy,  insolvency  and other similar laws affecting
the enforcement of creditors' rights generally, general equitable principles and
the discretion of courts in granting equitable remedies.

     Section 3.3 Absence of Restrictions and Conflicts. The execution,  delivery
and  performance  of this  Agreement and the  consummation  of the  transactions
contemplated  hereby do not violate or conflict with,  constitute a breach of or
default under,  result in the loss of any material  benefit under, or permit the
acceleration  of  any  obligation  under,  (i)  any  term  or  provision  of the
Certificate of Incorporation or Bylaws of Seller;  (ii) any contract or lease to
which  Seller is a party;  (iii) any  judgment,  decree or order of any court or
governmental  authority  or agency to which Seller is a party or by which Seller
or any of its  respective  properties  is  bound,  or  (iv)  any  statute,  law,
regulation  or rule  applicable  to  Seller.  No  consent,  approval,  order  or
authorization of, or registration,  declaration or filing with, any governmental
agency or public or regulatory unit,  agency,  body or authority with respect to
Seller is required in connection with the execution,  delivery or performance of
this Agreement by Seller or the  consummation of the  transactions  contemplated
hereby.

     Section 3.4  Ownership of Assets and Related Matters.

          (a) Real  Property.  The Seller does not own any real  property nor is
any ownership interest in real property included in the Assets.

          (b) Leases. Schedule 3.4(b) sets forth a true and complete list of all
leases and agreements, including licensing rights, of Seller granting possession
of or rights to real or personal property included in the Assets (the "Scheduled
Leases and Licenses").  All such Scheduled Leases and Licenses are in full force
and effect and constitute the legal, valid, binding and enforceable  obligations
of Seller,  and are legal,  valid,  binding and  enforceable in accordance  with
their respective terms with respect to each other party thereto, in each case to
the extent material to the business and operations of the Business. There are no
existing  defaults of Seller with respect to such Scheduled  Leases and Licenses
or, to the knowledge of the Seller, of any of the other parties thereto.

          (c) Personal Property.  Seller has good and marketable title to all of
the Assets,  and Seller  owns the Assets  free and clear of all liens,  pledges,
security interests, charges, claims, restrictions and encumbrances of any nature
whatsoever.

          (d)  Necessary  Assets.  The  Assets  constitute  all  of  the  assets
necessary to conduct the operations of the Business in accordance  with Seller's
past practices.  As of the date hereof,  all of the Assets are in good operating
condition and repair subject to normal wear and  maintenance,  are usable in the
regular and  ordinary  course of business  and conform to all  applicable  laws,
ordinances, codes, rules and regulations applicable thereto.
<PAGE>
          (e) No Third Party Options. There are no existing agreements, options,
commitments  or rights with, of or to any person to acquire any of the Assets or
any interest therein.

     Section 3.5 Legal  Proceedings.  Except as set forth in Schedule 3.5, there
are no suits, actions, claims, proceedings or investigations pending, or, to the
best knowledge of the Seller,  threatened against,  relating to or involving the
Seller,   the  Business  or  the  Assets   before  any  court,   arbitrator   or
administrative  or  governmental  body.  The  Business  is  not  subject  to any
judgment, decree, injunction,  rule or order of any court, and, to the knowledge
of the Seller, the Seller is not subject to any governmental restriction,  which
is reasonably  likely to cause a material  limitation on Purchaser's  ability to
acquire  the  Assets or  operate  the  Business  after the  Closing.  All suits,
actions,  claims,  proceedings or investigations of Seller,  including,  but not
limited to those set forth in Schedule 3.5, shall remain the sole obligation and
responsibility of Seller before and after the Closing.

     Section 3.6 Compliance  with Law.  Seller has all material  authorizations,
approvals,  licenses  and  orders of and from all  governmental  and  regulatory
officers and bodies  necessary to carry on the Business as it is currently being
conducted, to own the Assets and to transfer the Assets to Purchaser.

     Section 3.7  Insurance.  Seller  believes  that the Assets and the Business
have been and are insured by  financially  sound and reputable  insurers in such
amounts and against such risks as are  reasonable  in relation to its  business.
Seller has made available to Purchaser true and complete copies of all insurance
policies covering the Assets and/or the Business.  Seller shall bear all risk of
loss to the Business and the Assets until the Closing.

     Section 3.8  Environmental  Matters.  The operations of the Business are in
compliance  in  all  material  respects  with  all  statutes,   regulations  and
ordinances relating to the protection of human health and the environment. There
has  been no  release  of a  hazardous  substance  into the  environment  at any
property owned, leased or used by the Seller (the "Premises") including, without
limitation, any such release in the soil or groundwater underlying the Premises.
There is no asbestos,  polychlorinated  biphenyls or  underground  storage tanks
located  on  the   Premises  and  there  have  been  no  releases  of  asbestos,
polychlorinated  biphenyls or materials  stored in  underground  storage  tanks,
including,  without  limitation,  petroleum or  petroleum-based  materials.  The
Seller has not received notice of any violation of any environmental  statute or
regulation  nor has it been  advised of any claim or  liability  pursuant to any
environmental  statute  or  regulation  brought  by any  governmental  agency or
private party with respect to the Assets or the operation of the Business.

     Section 3.9 Patents,  Trademarks,  Trade  Names.  Schedule 3.9 sets forth a
true and complete list of all Marks used or owned by Seller. Seller owns, or has
the right to use pursuant to valid and effective agreements,  all Marks, and all
such rights shall be assigned and  transferred  to Purchaser in connection  with
the consummation of the transactions  contemplated hereby. To the best knowledge
of the  Seller,  (i) no claims are  pending  against  Seller by any person  with
respect to the use of any Mark or  challenging  or  questioning  the validity or
effectiveness  of any license or  agreement  relating to the same,  and (ii) the
current  use by Seller of the Mark does not  infringe on the rights of any third
party.
<PAGE>
     Section 3.10 Bulk Sales Compliance. Except as set forth in Sections 1.6 and
1.8 hereof,  Seller shall be responsible for and shall satisfy all claims of all
creditors of Seller arising out of transactions occurring prior to Closing.

     Section 3.11 Brokers,  Finders and Investment  Bankers.  Neither Seller nor
any of its respective officers,  directors or employees has employed any broker,
finder or investment banker or incurred any liability for any investment banking
fees,  financial  advisory  fees,  brokerage fees or finders' fees in connection
with the transactions contemplated hereby.

     Section 3.12 Other Liabilities.  Other than the Assumed  Obligation,  there
are no other  obligations,  liabilities or claims  associated with the Assets or
the Business  that shall not remain with Seller and remain  Seller's  obligation
responsibility before and after the Closing.

     Section 3.13 Disclosure.  No  representation,  warranty or covenant made by
Seller in this Agreement,  or the Schedules or Exhibits attached hereto contains
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required  to be stated  herein or therein or  necessary  to make the  statements
contained herein or therein not misleading.


                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

          Purchaser hereby represents and warrants to Seller as follows:

     Section  4.1  Organization.  Purchaser  is a  corporation  duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation and has all requisite  corporate power and authority to own, lease
and operate its properties and to carry on its business as now being conducted.

     Section 4.2  Authorization.  Upon the duly and validly obtained approval of
the  execution,  delivery and  performance  of this  Agreement from the Board of
Directors of the Purchaser:  (i) Purchaser  shall have full corporate  power and
authority to execute and deliver this  Agreement and to perform its  obligations
under this Agreement and to consummate  the  transactions  contemplated  hereby;
(ii)  the  execution  and  delivery  of  this  Agreement  by  Purchaser  and the
performance by Purchaser of its  obligations  hereunder and the  consummation of
the transactions provided for herein shall have been duly and validly authorized
by all  necessary  corporate  action on the part of  Purchaser;  and (iii)  this
Agreement  shall have been duly  executed and  delivered by Purchaser  and shall
constitute the valid and binding agreement of Purchaser,  enforceable against it
in accordance with its terms, subject to applicable  bankruptcy,  insolvency and
other similar laws  affecting the  enforcement of creditors'  rights  generally,
general equitable  principles and the discretion of courts in granting equitable
remedies.
<PAGE>
     Section 4.3 Absence of Restrictions and Conflicts. The execution,  delivery
and  performance  of  this  Agreement,  the  consummation  of  the  transactions
contemplated  by this Agreement and the  fulfillment of and compliance  with the
terms and  conditions of this  Agreement do not and will not with the passing of
time or the giving of notice or both,  violate or conflict  with,  constitute  a
breach of or default under, result in the loss of any material benefit under, or
permit the  acceleration of any obligation  under,  (i) any term or provision of
the  Certificate  of  Incorporation  or Bylaws of Purchaser,  (ii) any contract,
agreement, commitment or understanding to which Purchaser is a party or to which
it or any of its properties is subject,  (iii) any judgment,  decree or order of
any court or  governmental  authority or agency to which Purchaser is a party or
by which  Purchaser or any of its  respective  properties is bound,  or (iv) any
statute, law, regulation or rule applicable to Purchaser. No consent,  approval,
order or  authorization  of, or  registration,  declaration  or filing with, any
governmental agency or public or regulatory unit, agency, body or authority with
respect to Purchaser is required in connection  with the execution,  delivery or
performance  of  this  Agreement  by  Purchaser  or  the   consummation  of  the
transactions contemplated by this Agreement by Purchaser.

     Section 4.4  Disclosure.  No  representation,  warranty or covenant made by
Purchaser  in this  Agreement  or the  Schedules  or  Exhibits  attached  hereto
contains  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated herein or therein or necessary to make the statements
contained herein or therein not misleading.

     Section 4.5 Brokers,  Finders  Investment  Bankers.  Except for Purchaser's
agreement  with Multi Venture  Partners Ltd.,  under which  Purchaser will pay a
finder's fee, neither Purchaser nor any of its respective officers, directors or
employees has employed any broker or finder in connection with this transaction.

     Section 4.6 Legal  Proceedings.  Except as set forth in Schedule 4.6, there
are no suits,  pending,  or, to the best knowledge of the Purchaser,  threatened
against, relating to or involving the Purchaser, before any court.

                                    ARTICLE 5
                        CERTAIN COVENANTS AND AGREEMENTS

     Section  5.1  Conduct of  Business  by Seller.  From the date hereof to the
Closing  Date,   Seller  will,   except  as  required  in  connection  with  the
transactions  contemplated  by this  Agreement  or  consented  to in  writing by
Purchaser:

          (a)  Except  and only to the extent  necessary  to secure new  product
distribution  opportunities,  carry on the  Business in the ordinary and regular
course in substantially  the same manner as heretofore  conducted and not engage
in any new line of business or enter into any agreement, transaction or activity
or make any commitment with respect to the Business except those in the ordinary
and regular course of business and not otherwise  prohibited  under this Section
5.1 and except as otherwise consented to in writing by Purchaser;
<PAGE>
          (b) Use its  reasonable  efforts to preserve  intact the  goodwill and
business organization of the Business, to keep the officers and employees of the
Business  available  to  Purchaser  and to  preserve  the  relationships  of the
Business with customers, suppliers and others having business relations with the
Business;

          (c) Not (i) sell any of the Assets,  (ii) create,  incur or assume any
indebtedness secured by the Assets, or (iii) grant, create,  incur, or suffer to
exist any liens or  encumbrances  on the Assets  which did not exist on the date
hereof;

          (d) Not  amend,  modify  or  extend  in any  manner  the  terms of any
employment agreement with any employee of Seller;

          (e) Perform in all material  respects all of its obligations under all
Scheduled  Leases  (except  those being  contested  in good faith) and not enter
into,  assume or amend any  contract  or  commitment  that would be a  Scheduled
Lease;

          (f) Use its reasonable efforts to continue to maintain and service the
Assets  used in the  conduct of the  Business in the same manner as has been its
consistent past practice; and

          (g) Use its  reasonable  efforts to maintain its inventory of products
and stock-in-trade at normal levels in the ordinary course of business.

          (h) Cooperate  with Purchaser in the  consummation  of the purchase by
Purchaser of certain other businesses that Purchaser has identified to Seller.

     Section 5.2 Financing  Commitment.  Upon the  execution of this  Agreement,
Purchaser shall diligently and expeditiously  make a good faith effort to obtain
a Commitment for financing of the cash portion of the purchase price on or prior
to the Commitment Date (each of which terms are defined in Section 6.1(g)),  the
proceeds of which are payable to the  Purchaser no later than the Closing  Date.
Purchaser will promptly notify Seller upon its receipt of a Commitment.

     Section 5.3 Inspection and Access to Information.  Between the date of this
Agreement  and  the  Closing  Date,   Seller  will  provide  Purchaser  and  its
accountants,  counsel and other authorized  representatives full access,  during
reasonable  business hours and under reasonable  circumstances to any and all of
its employees, premises, properties,  contracts, commitments, books, records and
other  information  (including tax returns filed and those in  preparation)  and
will  cause  its   officers  to  furnish  to   Purchaser   and  its   authorized
representatives  any and all  financial,  technical and operating data and other
information  pertaining  to the Business,  as Purchaser  shall from time to time
reasonably request.
<PAGE>
     Section 5.4 Reasonable Efforts; Further Assurances; Cooperation. Subject to
the other provisions of this Agreement,  the parties hereto shall each use their
reasonable,  good faith efforts to perform their obligations herein and to take,
or cause to be taken or do, or cause to be done, all things necessary, proper or
advisable  under  applicable law to obtain all regulatory  approvals and satisfy
all  conditions to the  obligations  of the parties under this  Agreement and to
cause the transactions contemplated herein to be effected on the Closing Date in
accordance  with the terms hereof and shall  cooperate fully with each other and
their respective officers,  directors,  employees,  agents, counsel, accountants
and other  designees in connection with any steps required to be taken as a part
of  their  respective  obligations  under  this  Agreement,   including  without
limitation:

          (a) Each of Seller and Purchaser shall cause to be taken,  all actions
and do, or cause to be done,  all things  necessary,  proper or advisable  under
applicable laws and regulations to obtain any required  approval of any federal,
state, or local  governmental  agency or regulatory body with  jurisdiction over
the transactions contemplated by this Agreement.

          (b) Each party shall give prompt  written  notice to the other parties
hereto of (i) the occurrence, or failure to occur, of any event which occurrence
or failure would be likely to cause any representation or warranty of such party
contained in this  Agreement to be untrue or inaccurate in any material  respect
at any time from the date hereof to the Closing  Date or that will or may result
in the failure to satisfy any of the  conditions  specified  in Article 6 hereof
and (ii) any  failure of such party,  to comply  with or satisfy  any  covenant,
condition or agreement to be complied with or satisfied by it hereunder.

          (c) Seller shall secure all necessary consents of third parties to the
assignment to Purchaser of all Scheduled Leases included in the Assets.

     Section 5.5  Maintenance  of Seller's  Corporate  Existence.  From the date
hereof to the Closing Date,  and  thereafter  if requested by Purchaser,  Seller
shall maintain its corporate existence in good standing with the jurisdiction of
its  incorporation and enter into any agreement with Purchaser for no additional
consideration  as is  reasonably  necessary to provide  Purchaser  with the full
benefit all product distribution and other agreements to which Seller is a party
and Seller shall resell and deliver to Purchaser  all products  purchased  under
any such distribution agreement at Seller's Cost.

     Section 5.6.  Appointment to Board of Directors.  Upon the Closing,  Mike's
shall use  reasonable  efforts to cause its Board of  Directors  to appoint  Ted
Ketsoglou  as a member  of the  Board of  Directors  of  Mike's  and to  provide
directors  and officers  liability  insurance to Mr.  Ketsoglou and Mike's other
directors.
<PAGE>
                                    ARTICLE 6
                              CONDITIONS TO CLOSING

     Section 6.1  Conditions to  Obligations  of Purchaser.  The  obligations of
Purchaser to effect the acquisition of the Business and the Assets and to assume
the Assumed  Obligation  shall be subject to the  fulfillment at or prior to the
Closing of each of the following additional conditions:

          (a) Representations and Warranties. The representations and warranties
of Seller set forth in Article 3 of this Agreement  shall be true and correct as
of the date of this  Agreement and as of the Closing Date as through made on and
as of the Closing Date.

          (b) Performance of Obligations of Seller.  Seller shall have performed
in all material  respects all covenants and agreements  required to be performed
by it under this Agreement.

          (c)  Authorization of Transactions.  All corporate action necessary by
Seller to authorize the  execution,  delivery and  performance of this Agreement
and the  consummation of the  transactions  contemplated  hereby shall have been
duly and validly taken.

          (d) Consents.  All consents,  authorizations,  orders and approvals of
(or filings or registrations with) any governmental  commission,  board or other
regulatory  body  required  in  connection  with  the  execution,  delivery  and
performance of this Agreement shall have been obtained or made.

          (e) Authorization by Purchaser's  Board of Directors.  Purchaser shall
have  obtained the approval and  authorization  of the  execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated hereby from its Board of Directors.

          (f)  Employment  Agreement with Ted  Ketsoglou.  Purchaser  shall have
entered into,  or shall enter into on the Closing Date, an employment  agreement
with Ted Ketsoglou,  in substantially the form of Exhibit 6.1(f) attached hereto
(the "Employment  Agreement") and the Purchaser shall have obtained the approval
and  authorization  of the execution,  delivery and performance of the Purchaser
Employment Agreement from its Board of Directors.

          (g)  Financing.  On or before the date which is one hundred and twenty
(120)  days  subsequent  to  the  date  of  execution  of  this  Agreement  (the
"Commitment Date"),  Purchaser shall have obtained a commitment for financing in
form and substance satisfactory to Purchaser, in Purchaser's sole discretion, to
consummate the transaction contemplated by this Agreement (the "Commitment").

          (h) Due  Diligence  Period.  On or before the date which is forty-five
(45) days subsequent to the date of execution of this Agreement, Purchaser shall
have had access to the financial and business  records of Seller for Purchaser's
due diligence  investigation  of Seller and shall have  concluded  based on such
records, in its sole and absolute discretion, that there is no circumstance that
would make the  transaction  contemplated  by this  Agreement  economically  and
financially unfeasible for Purchaser.
<PAGE>
          (i) Certificates. Seller shall furnish Purchaser with a certificate of
its  appropriate  officers as to  compliance  with the  conditions  set forth in
Sections 6.1(a), (b), (c) and (d).

          (j) Leases.  Purchaser  shall have received  consents to assignment of
all  Scheduled  Leases or written  waivers of the  provisions  of any  Scheduled
Leases  requiring the consents of third parties and Purchaser shall have entered
into an acceptable  one (1) year lease with  Seller's  landlord at 1122-1124 and
1161-1165 Southern Boulevard, Bronx, New York (the "Premises"), for the lease of
the Premises at a monthly rental of $7,500.00 plus electric.  Purchaser shall be
entitled to all rents from the current  sub-tenants of such premises  during the
term of such lease, and Seller or its landlord shall remain  responsible for all
taxes,  maintenance  costs and other fees and expenses  related to such Premises
during  the  term  of the  lease,  except  any and all  electrical  and  freezer
maintenance.  The parties  agree that the  landlord of the Premises may allocate
such rental income as it sees fit.

          (k) Assumed Obligation.  Seller shall have received the consent of the
Creditor to Purchaser's assumption of the Assumed Obligation under the terms set
forth herein.

          (l)  Audited  Financial  Statements.  Purchaser  shall  have  received
audited  financial   statements  prepared  accordance  with  generally  accepted
accounting  principles  for Seller's last two fiscal years that indicate a sales
volume  substantially  in  accordance  with  that  indicated  in  the  unaudited
financial statements previously made available by Seller to Purchaser.  Further,
Purchaser shall have received  year-to-date  financial  statements of Seller for
1997 that indicate an annualized sales volume  substantially the same as that of
each of Seller's previous two fiscal years.

          (m) Condition of Assets.  All of the Assets shall be in good condition
and shall not have been subject to any loss or casualty, or, in the event of any
loss or casualty, Purchaser, in its sole and absolute discretion, shall elect to
accept  substitute  assets or reasonable  compensation for such loss or casualty
from Seller or Seller's insurer.

     Section 6.2 Conditions to Obligations of Seller.  The obligations of Seller
to effect the sale of the  Business  and the Assets  and the  assignment  of the
Assumed  Obligation  shall  be  subject  to the  fulfillment  at or prior to the
Closing of each of the following additional conditions:

          (a) Representations and Warranties. The representations and warranties
of Purchaser set forth in Article 4 of this Agreement  shall be true and correct
as of the date of this  Agreement  and as of the Closing Date as through made on
and as of the Closing Date.

          (b)  Performance  of Obligations  of Purchaser.  Purchaser  shall have
performed in all material  respects all covenants and agreements  required to be
performed by it under this Agreement.

          (c)  Authorization of Transactions.  All corporate action necessary by
Purchaser to authorize the execution, delivery and performance of this Agreement
and the  consummation of the  transactions  contemplated  hereby shall have been
duly and  validly  taken,  including,  but not  limited  to,  the  approval  and
authorization  of the execution,  delivery and performance of this Agreement and
the  Employment  Agreement  by the Board of Directors  of the  Purchaser  and of
Mikes.
<PAGE>
          (d)  Consents.  Except as disclosed in writing to Purchaser by Seller,
all   consents,   authorizations,   orders  and  approvals  of  (or  filings  or
registrations with) any governmental commission,  board or other regulatory body
required in connection  with the  execution,  delivery and  performance  of this
Agreement shall have been obtained or made.

          (e)  Employment  Agreement  with Ted  Ketsoglou.  Purchaser and Mike's
shall have entered into, or shall enter into on the Closing Date, the Employment
Agreement  with  Ted  Ketsoglou  in  substantially  the form of  Exhibit  6.1(e)
attached hereto.

          (f) Financing.  Purchaser shall have received a Commitment on or prior
to the Commitment Date:

          (g) Certificates. Purchaser shall furnish Seller with a certificate of
its  appropriate  officers as to  compliance  with the  conditions  set forth in
Sections 6.2(a), (b) and (c).


                                    ARTICLE 7
                         ADDITIONAL CLOSING OBLIGATIONS

                             [INTENTIONALLY OMITTED]




                                    ARTICLE 8
                                   TERMINATION

     Section 8.1 Termination and  Abandonment.  This Agreement may be terminated
at any time prior to the Closing:

     (a) by mutual  agreement of the Boards of Directors  of the  Purchaser  and
Seller;

     (b) by Seller,  if the conditions set forth in Section 6.2 hereof shall not
have been complied with or performed and such  noncompliance  or  nonperformance
shall not have been cured or  eliminated  (or by its  nature  cannot be cured or
eliminated) by Purchaser on or before the Closing Date;
<PAGE>
     (c) by Purchaser,  if the  conditions set forth in Section 6.1 hereof shall
not  have  been   complied  with  or  performed   and  such   noncompliance   or
nonperformance  shall not have been cured or eliminated  (or by is nature cannot
be cured or eliminated) by Seller on or before the Closing Date;

     (d) by either Seller or Purchaser if a Commitment  has not been received by
the Commitment Date;

     (e) by Purchaser if Purchaser  determines  as a result of its due diligence
investigation  of Seller that the transaction  contemplated by this Agreement is
not economically or financially feasible for Purchaser.

     Section 8.2 Specific  Performance and Other Rights. The parties hereto each
acknowledge  that the  rights  of each  party  to  consummate  the  transactions
contemplated  hereby are special,  unique and of  extraordinary  character,  and
that,  in the event that any party  violates  or fails or refuses to perform any
covenant or agreement made by it herein, the non-breaching  party may be without
an adequate remedy at law. The parties each agree, therefore,  that in the event
that  either  party  violates  or fails or refuses to perform  any  covenant  or
agreement  made by such party herein,  the  non-breaching  party or parties may,
subject to the terms of this  Agreement  and in addition to any  remedies at law
for damages or other  relief,  institute and prosecute an action in any court of
competent  jurisdiction  to enforce  specific  performance  of such  covenant or
agreement or seek any other equitable relief.

     Section  8.3 Effect of  Termination.  In the event of  termination  of this
Agreement  pursuant to this  Article 8 or as a result of  Purchaser's  diligence
investigation  or due to Purchaser's  failure to obtain a Commitment on or prior
to the Commitment  Date, this Agreement  shall  forthwith  become void and there
shall  be no  liability  on the  part  of any  party  hereto  or its  respective
officers, directors or stockholders,  except for obligations under Section 10.10
and this Section,  all of which shall survive the  termination.  Notwithstanding
the foregoing,  nothing  contained herein shall relieve any party from liability
for any breach of any covenant or agreement in this Agreement.


                                    ARTICLE 9
                                 INDEMNIFICATION


     Section  9.1  Indemnification  Obligations  of  Seller.  From and after the
Closing,  each of NYIC,  Kerry and Mr.  Ketsoglou  shall jointly and  severally,
indemnify and hold harmless the Purchaser and its  subsidiaries  and  affiliates
(including   Purchaser,   each  of  their  respective  officers  and  directors,
employees,  agents  and  representatives  and  each  of  the  heirs,  executors,
successors  and assigns of any of the foregoing  (collectively,  the  "Purchaser
Indemnified  Parties")  from,  against  and in  respect  of any and all  claims,
liabilities,  obligations,  losses, costs, expenses,  penalties, fines and other
judgments  (at  equity  or at law) and  damages  whenever  arising  or  incurred
(including,   without   limitation,   amounts  paid  in  settlement,   costs  of
investigation  and reasonable  attorneys'  fees and expenses)  arising out of or
relating to:
<PAGE>
          (a)  Any  Excluded  Liability  or any and all  other  liabilities  and
obligations  of Seller of any nature  whatsoever,  including  but not limited to
claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code;

          (b) Any and all  actions,  suits,  claims,  or legal,  administrative,
arbitration,  governmental or other  proceedings or  investigations  against any
Purchaser Indemnified Party that relate to Seller, the Assets or the Business to
the extent the principal event giving rise thereto occurred prior to the Closing
Date or which  result from or arise out of any action or  inaction  prior to the
Closing Date of Seller or any affiliate,  officer,  director,  employee,  agent,
representative or subcontractor of Seller;

          (c) Any breach of any representation, warranty, covenant, agreement or
undertaking made by Seller in this Agreement or in any  certificate,  agreement,
exhibit,  schedule  or  other  writing  delivered  by  Seller  to  Purchaser  in
connection  with the matters  contemplated  hereby or pursuant to the provisions
hereof (collectively, the "Seller Ancillary Documents"); or

          (d) Any fraud, willful misconduct, bad faith or any intentional breach
of any representation,  warranty, covenant, agreement or undertaking made by the
Seller in this Agreement or the Seller Ancillary Documents.

     Section 9.2 Liquidated Damages. Except as set forth in Sections 1.6 and 1.8
hereof,  in the event  Purchaser  makes any  payment to any  creditor of Seller,
Seller, in addition to its indemnification  responsibilities as provided herein,
shall pay to Purchaser,  and shall be jointly and severally  liable to Purchaser
for,  liquidated  damages equal to twenty percent (20%) of the aggregate  amount
paid by Purchaser to each creditor of Seller.

     Section 9.3  Indemnification  Obligations of Purchaser.  From and after the
Closing, Purchaser shall indemnify and hold harmless Seller and its subsidiaries
and affiliates, each of their respective officers, directors,  employees, agents
and representatives and each of the heirs, executors,  successors and assigns of
any of the foregoing  (collectively,  the "Seller  Indemnified  Parties")  from,
against and in respect of any and all claims, liabilities,  obligations, losses,
costs, expenses,  penalties, fines and other judgments (at equity or at law) and
damages whenever arising or incurred  (including,  without  limitation,  amounts
paid in settlement,  costs of investigation  and reasonable  attorneys' fees and
expenses) arising out of or relating to:

          (a) Any and all  actions,  suits,  claims,  or legal,  administrative,
arbitration,  governmental or other  proceedings or  investigations  against any
Seller  Indemnified Party that relate to Purchaser or the Business to the extent
the principal event giving rise thereto occurred after the Closing Date or which
result  from or arise out of any action or inaction  after the  Closing  Date of
Purchaser or any affiliate,  officer, director,  employee, agent, representative
or subcontractor of Purchaser;
<PAGE>
          (b) Any breach of any representation, warranty, covenant, agreement or
undertaking  made  by  Purchaser  in  this  Agreement  or  in  any  certificate,
agreement,  exhibit,  schedule or other writing delivered by Purchaser to Seller
in connection with the matters contemplated hereby or pursuant to the provisions
hereof (collectively, the "Purchaser Ancillary Documents"); or

          (c) Any fraud, willful misconduct, bad faith or any intentional breach
of any representation,  warranty, covenant, agreement or undertaking made by the
Purchaser in this Agreement or the Purchaser Ancillary Documents.

     Section  9.4  Notice  and   Opportunity  to  Defend.   Each  party  seeking
indemnification  hereunder  shall provide  prompt written notice to the other of
the indemnified  party's receipt of a claim for which  indemnification is sought
and shall permit the indemnifying  party to defend against such claim,  provided
that the indemnifying party shall remain liable for all damages,  claims,  costs
and expenses incurred by the indemnified party  notwithstanding the indemnifying
party's defense.

     Section  9.5  Jurisdiction and Forum.

          (a) By the execution and delivery of this Agreement, each Indemnifying
Party  irrevocably  designates  and appoints each of the parties set forth under
its name below as its  authorized  agent upon which process may be served in any
suit or  proceeding  arising out of or relating  to this  Agreement  that may be
instituted in any state or federal court in the State of New York.

          Seller:     Spanton, Parsoff & Siegel, P.C.
          ------      425 Broad Hollow Road
                      Melville, NY 11747
                      Attention: Neil M. Parsoff, Esq.



          Purchaser:  Blau, Kramer, Wactlar & Lieberman, P.C.
          ---------   100 Jericho Quadrangle
                      Suite 225
                      Jericho, New York  11753
                      Attention: David H. Lieberman, Esq.

In addition, each party agrees that service of process upon the above-designated
individuals  shall be deemed in every respect  effective service of process upon
such party in any such suit or  proceeding.  The  foregoing  shall not limit the
rights of any party to serve process in any other matter permitted by law.

          (b) The parties  hereto  hereby agree that the  appropriate  forum and
venue for any  disputes  between any of the parties  hereto  arising out of this
<PAGE>
Agreement  shall be any state or federal court in the State of New York and each
of the parties  hereto hereby submits to the personal  jurisdiction  of any such
court. The foregoing shall not limit the rights of any party to obtain execution
of judgment in any other jurisdiction.  The parties further agree, to the extent
permitted by law, that a final and unappealable  judgment against any of them in
any action or  proceeding  contemplated  above  shall be  conclusive  and may be
enforced in any other  jurisdiction  within or outside the United States by suit
on the judgment,  a certified or  exemplified  copy of which shall be conclusive
evidence of the fact and amount of such judgment.





                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

     Section 10.1 Notices. All notices,  communications and deliveries hereunder
shall be made in writing signed by the party making the same,  shall specify the
Section  hereunder  pursuant  to which it is given or being  made,  and shall be
deemed given or made on the date  delivered if delivered in person,  on the date
initially  sent  if  delivered  by  telecopy  transmission  followed  by  mailed
confirmation,  on the date  delivered if  delivered  by a nationally  recognized
overnight  courier  service  or on the date  sent if mailed  by  certified  mail
(return receipt requested) (with postage and other fees prepaid) as follows:


          To Purchaser:  New Yorker Frozen Desserts, Inc.
                         131 Jericho Turnpike
                         Jericho, NY 11753


          With copy to:  Blau, Kramer, Wactlar & Lieberman, P.C.
                         100 Jericho Quadrangle
                         Suite 225
                         Jericho, NY 11753
                         Attention: David H. Lieberman, Esq.


          To Seller:     New Yorker Ice Cream Corp.
                         1122 Southern Boulevard
                         Bronx, NY 10459


          With copy to:  Spanton, Parsoff & Siegel, P.C.
                         425 Broad Hollow Road
                         Melville, NY 11747
                         Attention: Neil M. Parsoff, Esq.
<PAGE>
or to such  other  representative  or at such  other  address of a party as such
party hereto may furnish to the other parties in writing.

     Section 10.2  Schedules  and Exhibits.  All Schedules and Exhibits  annexed
hereto are hereby  incorporated  into this  Agreement and are hereby made a part
hereof as if set out in full in this Agreement.

     Section 10.3 Assignment;  Successors in Interest. No assignment or transfer
by  Purchaser or Seller of their  respective  rights and  obligations  hereunder
prior to the Closing shall be made except with the prior written  consent of the
other parties  hereto.  Notwithstanding  the foregoing,  Purchase shall have the
right to assign this  Agreement  without  Seller's  consent to any entity  whose
capital  stock is publicly  traded and to whose Board of Directors Ted Ketts has
been elected or appointed or any entity controlled by the principal shareholders
of  Purchaser.  This  Agreement  shall be  binding  upon and shall  inure to the
benefit of the parties hereto and their  permitted  successors and assigns,  and
any  reference  to a party  hereto  shall  also be a  reference  to a  permitted
successor or assign.

     Section  10.4   Investigations;   Representations   and   Warranties.   The
representations,  warranties  and covenants of Seller and Purchaser set forth in
this Agreement  shall not be  extinguished  by the Closing and shall survive the
Closing Date. Notwithstanding anything to the contrary set forth in this Section
10.4, (i) the  indemnification  obligations of Seller and Purchaser set forth in
Sections  9.1 and  9.5,  respectively,  shall  survive  the  Closing  and  shall
terminate on the expiration of the applicable statutes of limitation relative to
the liability relating to such indemnification obligations and (ii) this Section
10.4 shall not limit or restrict Seller or Purchaser's  remedy against the other
or any  other  person  for  fraud,  willful  misconduct,  bad faith or any other
intentional  breach of any  representation,  warranty,  covenant  or  agreements
contained herein.

     Section 10.5 Captions.  The titles and captions contained in this Agreement
are inserted  herein only as a matter of convenience and for reference and in no
way define,  limit, extend or describe the scope of this Agreement or the intent
of any provision hereof.

     Section 10.6  Controlling Law; Integration; Amendment.

          (a) This Agreement  shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York without  reference to
New York's choice of law rules.  This  Agreement  supersedes  all  negotiations,
agreements  and  understandings  among the parties  with  respect to the subject
matter hereof and constitutes the entire agreement among the parties hereto.
<PAGE>
          (b) Amendments to this Agreement may be proposed by the parties hereto
by or pursuant to action  taken by their  respective  Boards of Directors at any
time;  provided,  however,  that this Agreement may not be amended,  modified or
supplemented except by written agreement executed by each of the parties hereto.

     Section 10.7  Severability.  Any  provision  hereof which is  prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction,  be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render  unenforceable  such provision in any
other jurisdiction. To the extent permitted by law, the parties hereto waive any
provision of law which renders any such provision prohibited or unenforceable in
any respect.

     Section 10.8  Counterparts.  This  Agreement may be executed in two or more
counterparts, each of which shall be deemed an original.

     Section 10.9 Waiver. At any time prior to the Closing,  the parties hereto,
by or pursuant to action taken by their respective Boards of Directors,  may, to
the extent legally permitted:  (i) extend the time for the performance of any of
the obligations or other acts of any other party; (ii) waive any inaccuracies in
the representations or warranties of any other party contained in this Agreement
or in any  document  or  certificate  delivered  pursuant  hereto;  (iii)  waive
compliance  or  performance  by any  other  party  with  any  of the  covenants,
agreements or obligations  of such party  contained  herein;  and (iv) waive the
satisfaction  of any condition that is precedent to the performance by the party
so waiving of any of its obligations  hereunder.  Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth in
an instrument in writing  signed on behalf of such party.  A waiver by one party
of  the  performance  of  any  covenant,   agreement,   obligation,   condition,
representation  or  warranty  shall  not be  construed  as a waiver of any other
covenant, agreement, obligation, condition, representation or warranty. A waiver
by any party of the  performance of any act shall not constitute a waiver of the
performance  of any other act or an identical  act required to be performed at a
later time.

     Section 10.10 Fees and Expenses.  Purchaser  shall pay its own fees,  costs
and expenses  incurred in connection  with this  Agreement and the  transactions
contemplated hereby, including, but not limited to, the fees, costs and expenses
of its  accountants  and  counsel.  Seller  shall  pay its own  fees,  costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby, including, but not limited to, the fees, costs and expenses
of its accountants and counsel, except that Purchaser shall select and engage an
accounting  firm and shall be responsible for the payment of the accounting fees
for the auditing of Seller's financial statements for its last two fiscal years.
In the event that  Purchaser is unable to secure a Commitment on or prior to the
Commitment  Date and all other  conditions  to  Purchaser's  obligation to close
shall have been satisfied by such date,  then, in such event Purchaser shall pay
Seller's  actual and  reasonable  attorneys fees incurred in preparation of this
Agreement in an amount not to exceed $7,000.00.
<PAGE>
          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed, as of the date first above written.


     (corporate seal)                   NEW YORKER FROZEN DESSERTS, INC.

Attest:
By:_________________________              By:___________________________________


Title:_____________________             Title:__________________________________


     (corporate seal)                   MIKE'S ORIGINAL, INC.

Attest:

By:_________________________              By:___________________________________


Title:_____________________             Title:__________________________________


     (corporate seal)                   KERRY GROUP LTD.

Attest:

By: ________________________              By:___________________________________


Title: _____________________            Title: _________________________________


     (corporate seal)                   NEW YORKER ICE CREAM CORP.

Attest:

By:_________________________              By:___________________________________


Title:______________________            Title:_________________________________



                                        -------------------------------------
                                        Ted Ketsoglou, an individual

<PAGE>

          (corporate seal)              AMERICAN CLASSIC ICE CREAM CORP.
Attest:

By:________________________              By:___________________________________


Title:______________________            Title:_________________________________