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                                                                   EXHIBIT 10.41

                       AGREEMENT TO RESTRUCTURE AND UNWIND

                                 BY AND BETWEEN

    ASHEVILLE PACKING COMPANY, INC., CLARENCE H. CANNON, RALPH E. CANNON AND
                               LEONA BENSON CANNON

                          MOMENTUM FOOD SERVICES, INC.

                  SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

                                       AND

                              GABY HOLDINGS II LLC

THIS AGREEMENT TO RESTRUCTURE AND UNWIND (the "Agreement") is made and effective
as of the 31st day of December, 2002, by and between Syndicated Food Service
International, Inc., a corporation established and existing under the laws of
the State of Florida, Momentum Food Service, Inc., a corporation established and
existing under the laws of the State of Florida and a wholly-owned subsidiary of
Syndicated Food Services International, Inc. (Momentum Food Services, Inc.
("Momentum") and Syndicated Food Services International, Inc. may hereinafter be
collectively referred to as "Syndicated"); Clarence H. Cannon, Ralph E. Cannon,
Leona Benson Cannon and Asheville Packing Company, Inc., a North Carolina
corporation (hereinafter collectively referred to as the "Cannons"); and Gaby
Holdings II LLC (hereinafter referred to as "Gaby"). Together, Syndicated, the
Cannons, and Gaby shall be hereinafter referred to as the "Parties".

                             W I T N E S S E T H :

         WHEREAS, the Parties previously entered into various agreements, to
wit:

         (i)      The Contract to Sell Real Property entered into as of October
                  1, 2001 (the "Contract to Sell Real Property", attached hereto
                  as Exhibit "A") between Asheville Packing Company, Inc.,
                  Clarence H. Cannon, Ralph E. Cannon and Leona Benson Cannon
                  and Momentum Food Services, Inc.;

         (ii)     The Stock Purchase Agreement entered into as of November 28,
                  2001 (the "Stock Purchase Agreement", attached hereto as
                  Exhibit "B") between Asheville Packing Company, Inc., Clarence
                  H. Cannon, Ralph E. Cannon, Leona Benson Cannon, and Gaby
                  Holdings II LLC,; and

         (iii)    The Guaranty Agreement entered into as of November 28, 2001
                  (the "Guaranty Agreement", attached hereto as Exhibit "C")
                  between Asheville Packing Company, Inc., Clarence H. Cannon,
                  Ralph E. Cannon and Leona Benson Cannon and Momentum Food
                  Services, Inc.

         Together said agreements, i.e., The Contract to Sell Real Property, The
Stock Purchase Agreement and The Guarantee Agreement, may hereinafter be
referred to as the "Transaction Documents".

         WHEREAS, the Parties have agreed, pursuant to a Letter of Intent, a
copy of which is attached hereto as Exhibit "D", to effect a restructuring and
unwinding of the Transaction Documents, and thereby restructure certain
relationships entered into through the execution of the Transaction Documents
and unwind certain matters previously agreed to in said Transaction Documents.

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         NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter contained, and other good and valuable bargained for consideration,
the receipt and legal sufficiency of which is hereby acknowledged by both
parties hereto, the parties do hereby agree, intending hereby to be legally
bound, as follows:

         1. UNWINDING AND CANCELLATION OF THE SALE OF REAL PROPERTY

            1.1.  WHEREAS in the Contract to Sell Real Property the Cannons sold
                  and conveyed certain real property consisting of parcels of
                  land and the buildings and improvements situated thereon
                  located in the City of Asheville, Buncombe County, North
                  Carolina and described as in Deed Books 1198 page 247; 2610
                  page 635; 1843 page 491; 2136 page 548; 1246 page 442 and 1311
                  page 409, Buncombe County Registry (the "Property"). See
                  Exhibit "A", Paragraph 1; and legal description attached
                  thereto.

            1.2.  WHEREAS the Parties agree to unwind and restructure the
                  transaction identified above.

         THEREFORE, in order to effect the intent of this Agreement, inter alia
to restructure and unwind the prior agreements set forth in the Transaction
Documents, Syndicated shall unwind the conveyance of the Property by causing the
reconveyance by warranty deed of the Property, as described in deeds recorded in
the Office of the Register of Deeds for Buncombe County, North Carolina in Book
2669 at Pages 725, 728 and 731 to the Cannons, or their designee(s), in
satisfaction of the deed of trust recorded in said Register's Office in Book
2669 at Page 734 and said deed of trust will be cancelled of record.

         2. RETENTION OF A PORTION OF THE PURCHASE PRICE.

            2.1.  WHEREAS in the Contract to Sell Real Property between the
                  Cannons and Momentum, Momentum agreed to transfer Eight
                  Hundred Thousand (800,000) shares of common stock of
                  Syndicated Food Service International, Inc. to the Cannons
                  pursuant to the Stock Purchase Agreement in return for the
                  conveyance of the Property to Momentum; See Exhibit "A",
                  Paragraph 2.b.

            2.2.  WHEREAS pursuant to the Stock Purchase Agreement between the
                  Cannons and Gaby, the Cannons agreed to transfer the Eight
                  Hundred Thousand (800,000) shares of common stock of
                  Syndicated Food Service International, Inc. to Gaby in return
                  for a payment of $1,600,000;

            2.3.  WHEREAS pursuant to the Stock Purchase Agreement, the Cannons
                  did in fact transfer said 800,000 shares of common stock of
                  Syndicated Food Service International, Inc. to Gaby in return
                  for Gaby's promise to pay the Cannons the amount of $1,600,000
                  (the "Purchase Price") to be payable as follows: (i) $200,000
                  payable on the date of the Stock Purchase Agreement and (ii)
                  the balance, in seven equal, consecutive and bi-monthly
                  installments in the amount of $200,000 each, commencing on
                  January 28, 2002;

            2.4.  WHEREAS pursuant to the Stock Purchase Agreement, Gaby did pay
                  the Cannons $200,000 of the Purchase Price at the closing of
                  the Stock Purchase Agreement.

            2.5.  WHEREAS the Parties agree to unwind and restructure the
                  transaction identified above.

         THEREFORE, in order to effect the intent of this Agreement, inter alia
to restructure and unwind the prior agreements set forth in the Transaction
Documents, the Cannons shall retain the two hundred thousand dollars ($200,000)
received pursuant to the Stock Purchase Agreement and consider said monies as
payment in full for the purchase by Momentum of the operating assets as
identified in Exhibit A of the Contract to Sell Real Property, plus additional
items as scheduled in Exhibit 1 of the Bill of Sale, which is attached hereto
and

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incorporated herein by reference as Exhibit "E" to this Agreement and Momentum
shall retain ownership of the assets identified in Exhibit A of the Contract to
Sell Real Property, plus the additional item as scheduled in Exhibit 1 of the
Bill of Sale; and the Cannons shall waive their right(s) to any payment of the
outstanding amount of the Purchase Price as set forth in Exhibit "B",
Paragraph 1 of the Contract to Sell Real Property and any other consideration
owed to the Cannons in the Transaction Documents.

         3  EXCHANGE OF SHARES

            3.1.  WHEREAS in the Contract to Sell Real Property between the
                  Cannons and Momentum, Momentum agreed to transfer Eight
                  Hundred Thousand (800,000) shares of common stock of
                  Syndicated Food Service International, Inc. to the Cannons
                  pursuant to a Stock Purchase Agreement. See Exhibit "A",
                  Paragraph 2.b.

            3.2.  WHEREAS pursuant to paragraph 1.2 of the Stock Purchase
                  Agreement between the Cannons and Gaby, the Cannons
                  transferred the Eight Hundred Thousand (800,000) shares of
                  Syndicated stock to Gaby in return for the promised payment of
                  the $ 1,600,000 Purchase Price.

            3.3.  WHEREAS pursuant to the Stock Purchase Agreement, the Cannons
                  did in fact transfer said shares of Syndicated to Gaby in
                  return for the promise to pay $ 1,600,000 (the "Purchase
                  Price");

            3.4.  WHEREAS pursuant to the Stock Purchase Agreement, Gaby did in
                  fact pay the Cannons $200,000 of the Purchase Price at the
                  closing of the Stock Purchase Agreement;

            3.5.  WHEREAS the Parties agree to unwind and restructure the
                  transaction identified above.

         THEREFORE Syndicated Food Service International, Inc. shall enter into
an Exchange Agreement (the "Exchange Agreement" attached to this Agreement as
Exhibit "F") with Gaby wherein Syndicated Food Service International, Inc. shall
issued to Gaby, or Gaby's designee, a promissory note in the amount of two
hundred thousand dollars ($200,000) (the "Promissory Note", attached as Exhibit
"G") in exchange for the transfer and delivery by Gaby to Syndicated of the
Eight Hundred Thousand (800,000) shares of Syndicated Food Service
International, Inc.'s $0.001 par value common stock issued to Gaby pursuant to
the Transaction Documents.

         4. THE GUARANTY AGREEMENT

            4.1.  WHEREAS, as an inducement to the Cannons to enter into the
                  Stock Purchase Agreement, Momentum guaranteed and mortgaged to
                  the Cannons certain Real Estate, referenced in Exhibit "B" to
                  the Guaranty Agreement;

            4.2.  WHEREAS the Parties have unwound and restructured The Contract
                  to Sell Real Property as set forth in Paragraph 1 of this
                  Agreement;

                  THEREFORE Momentum is released of its obligations as Guarantor
in the Guaranty Agreement.

         5. CANCELLATION AND UNWINDING OF THE TRANSACTION DOCUMENTS

            5.1.  WHEREAS the Parties have restructured certain relationships
                  entered into through the execution of the Transaction
                  Documents and unwound certain matters previously agreed to in
                  said Transaction Documents as detailed in paragraphs 1 through
                  4 of this Agreement;

         THEREFORE the Parties agree that the Transaction Documents, i.e., The
Contract to Sell Real Property, The Stock Purchase Agreement and The Guarantee
Agreement shall be unwound in their entirety and the

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obligations and duties set forth therein shall be deemed cancelled, null and
void; and this Agreement shall supercede all of the Parties respective
obligations and duties originally set forth in the Transaction Documents and
further that this Agreement shall constitute the only enforceable agreement
between the Parties with respect to the subject matter contained within the
Transaction Documents.

         6. RELEASES

            6.1.  That the Cannons shall release Syndicated Food Service
                  International, Inc., Momentum and Gaby from any and all
                  claims, if any, arising from or related to the original
                  Contract to Sell Real Property, Stock Purchase Agreement and
                  Guarantee Agreement, including but not limited to any
                  consideration which may have been deemed owing to the Cannons
                  pursuant to the Transaction Documents. A copy of said release
                  by the Cannons to Syndicated and Momentum is attached hereto
                  and incorporated herein by reference as Exhibit "H" to this
                  Agreement and a copy of said release by the Cannons to Gaby is
                  attached hereto and incorporated herein by reference as
                  Exhibit "I" to this Agreement;

            6.2.  That Syndicated Food Service International, Inc. and Momentum
                  shall release Gaby and the Cannons from any and all claims, if
                  any, arising from or related to the original Contract to Sell
                  Real Property, Stock Purchase Agreement and Guarantee
                  Agreement, including but not limited to any consideration
                  which may have been deemed owing to Gaby pursuant to the
                  Transaction Documents. A copy of said release by Syndicated
                  Food Service International, Inc. and Momentum to Gaby is
                  attached hereto and incorporated herein by reference as
                  Exhibit "J" to this Agreement and a copy of said release by
                  Syndicated Food Service International, Inc. and Momentum to
                  the Cannons is attached hereto and incorporated herein by
                  reference as Exhibit "K" to this Agreement;

            6.3.  That Gaby shall release Syndicated Food Service International,
                  Inc., Momentum and the Cannons from any and all claims, if
                  any, arising from or related to the original Contract to Sell
                  Real Property, Stock Purchase Agreement and Guarantee
                  Agreement, including but not limited to any consideration
                  which may have been deemed owed to Syndicated Food Service
                  International, Inc., Momentum or the Cannons pursuant to the
                  Transaction Documents. A copy of said release by Gaby to
                  Syndicated and Momentum is attached hereto and incorporated
                  herein by reference as Exhibit "L" to this Agreement and a
                  copy of said release by Gaby to the Cannons is attached hereto
                  and incorporated herein by reference as Exhibit "M" to this
                  Agreement;

         7. LEASE

            7.1.  That Momentum shall enter into a triple net lease (the
                  "Property Lease") for the use of the Property, including the
                  building located at 362 Depot Street and the first floor of
                  the building located at 403 Depot Street, which Lease shall be
                  deemed effective as of October 1, 2001 and continue on a month
                  to month basis with termination provisions to include a ninety
                  (90) day termination notice period for either of the Cannons
                  or Momentum. The amount of the monthly payments owing by
                  Momentum to the Cannons pursuant to the Lease shall be
                  $5,500.00; which shall be due and payable on the first day of
                  each month to Clarence H. Cannon and Ralph E. Cannon. If said
                  rent is not received by said Lessor(s) by the 10th day of the
                  month due, a late penalty of $55.00 shall be assessed against
                  Momentum for each late payment. At the signing of the Lease,
                  the unpaid rent from October 1, 2001 shall be paid to the
                  Lessor(s) as designated in said Lease without penalty; a copy
                  of said Property Lease is attached hereto and incorporated
                  herein by reference as Exhibit "N" to this Agreement;

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         8. REIMBURSEMENT OF LEGAL EXPENSES

            8.1.  That upon presentation of invoices, Syndicated Food Service
                  International, Inc. shall reimburse the Cannons for the
                  Cannons' legal expenses associated with the Transaction
                  Documents, which amount is estimated to be fifteen thousand
                  dollars ($15,000), a copy of said invoice(s) are attached
                  hereto and incorporated herein by reference as Exhibit "O" to
                  this Agreement;

         9. NOTICES

            9.l.  That all notices required or desired to be given with respect
                  to this Agreement in order to be effective shall be in writing
                  and shall be deemed to be given to and received by the party
                  intended to receive such notice when hand delivered or three
                  (3) days after such notice shall have been deposited, postage
                  prepaid, to the United States mail, certified, return receipt
                  requested, properly addressed to the addresses specified in
                  subsection 9.2 below. In the event of a change of address by
                  either party, such party shall give written notice thereof in
                  accordance with the foregoing.

            9.2.  The list of addresses referenced by paragraph 9.1 are as
                  follows:

                  THE CANNONS:

                  Cannon Enterprises LLC
                  457 Avery Creek Road
                  Arden, North Carolina 28704
                  Phone: ______________________
                  Fax:   ______________________

                  SYNDICATED FOOD SERVICE INTERNATIONAL, INC. AND MOMENTUM:

                  Hill, Kertscher & Pixley, LLP
                  Overlook III, Suite 750
                  2859 Paces Ferry Road
                  Atlanta, Georgia 30339
                  Phone: 770-953-0995
                  Fax: 770-953-1358

                  Attention: Peter Schoenthaler

                  GABY:

                  11575 Heron Bay Boulevard, Suite 315
                  Coral Springs, Florida 33076
                  Phone: 561-394-8475
                  Fax: 561-702-3418

         10. MISCELLANEOUS

            10.1. That this Agreement constitutes and contains the sole,
                  exclusive and entire agreement of the Parties pertaining to
                  the subject matter hereof, and no prior or contemporaneous
                  oral or written representation, arrangement, covenant
                  (including but not limited to any implied covenant at law

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                  or otherwise), course of dealing or agreement between the
                  Parties not expressly contained herein shall be binding
                  thereon, nor shall any waiver of the terms hereof by any party
                  be binding thereon, unless such modification, amendment or
                  waiver is in writing, is dated after the date hereof,
                  expressly states it is intended as an amendment, modification
                  or waiver of the terms hereof and is signed by the respective
                  party. The content of each and every exhibit which is
                  referenced in this Agreement as being attached hereto is
                  incorporated into this Agreement as fully as if set forth in
                  the body of this Agreement;

            10.2. That if any clause or provision of this Agreement is or
                  becomes illegal, invalid, or unenforceable because of present
                  or future laws or any rule or regulation of any governmental
                  body or entity, effective during its term, the intention of
                  the parties hereto is that the remaining parts of this
                  Agreement shall not be affected thereby, unless such
                  invalidity is essential to the rights of the Parties hereto in
                  which event this Agreement shall terminate;

            10.3. That the captions used in this Agreement are for convenience
                  only and do not in any way limit or amplify the terms and
                  provisions hereof;

            10.4. That the provisions of this Agreement shall inure to the
                  benefit of and be binding upon the Parties, and their
                  respective successors, heirs, legal representatives, and
                  assigns;

            10.5. That this Agreement shall be construed, interpreted and
                  enforced in accordance with the laws of the State of North
                  Carolina;

            10.6. That the Parties hereto agree that they will each take steps
                  and execute such documents as may be reasonable required by
                  the other party or parties to carry out the intents and
                  purposes of this Agreement;

            10.7. That in the event any provision or portion of this Agreement
                  is held by any court of competent jurisdiction to be invalid
                  or unenforceable, such holding will not affect the remainder
                  hereof, and the remaining provisions shall continue in full
                  force and effect to the same extent as would have been the
                  case had such invalid or unenforceable provision or portion
                  had never been a part hereof;

            10.8. That the Parties represent, covenant and warrant that all
                  action necessary by their respective Board of Directors,
                  shareholders, partners or member/managers will have been
                  obtained and that they will have been specifically authorized
                  to enter into this Agreement and that no additional action
                  will be necessary by them in order to make this Agreement
                  legally binding upon them in all respects. The Parties
                  covenant to provide written evidence of compliance with this
                  Section prior to closing; and

            10.9. That the execution of this document shall constitute
                  acceptance of performance of all obligations hereunder unless,
                  by its clear and express terms a provision provides for
                  performance after execution.

         IN WITNESS WHEREOF, the undersigned parties have caused this Agreement
to be signed and sealed on the day and year first above written.

                            (SIGNATURES ON NEXT PAGE)

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SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

/s/ Thomas P. Tanis, Jr.                             12/31/02
----------------------------------                   --------
Thomas P. Tanis, Jr.                                 Date
Chief Executive Officer

MOMENTUM FOOD SERVICES, INC.

/s/ Thomas P. Tanis, Jr.                             12/31/02
----------------------------------                   --------
Thomas P. Tanis, Jr.                                 Date
SECRETARY

ASHEVILLE PACKING COMPANY, INC.,

/s/ Ralph E. Cannon                                  12/31/02
----------------------------------                   --------
Ralph E. Cannon                                      Date
President

RALPH E. CANNON

/s/ Ralph E. Cannon                                  12/31/02
----------------------------------                   --------
Ralph E. Cannon                                      Date
Individually

CLARENCE H. CANNON

/s/ Clarence H. Cannon                               12/31/02
----------------------------------                   --------
Clarence H. Cannon                                   Date
Individually

                       (SIGNATURES CONTINUED ON NEXT PAGE)

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LEONA BENSON CANNON

/s/ Clarence Cannon P.O.A.                           12/31/02
----------------------------------                   --------
Leona Benson Cannon                                  Date
Individually

GABY HOLDINGS II LLC

----------------------------------                   --------
Gary Morgan                                          Date
Principal

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