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                                                                   Exhibit 10.46

                   SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

                         2001 EQUITY COMPENSATION PLAN

         The purpose of the Syndicated Food Service International, Inc. 2001
Equity Compensation Plan (the "Plan") is to provide (i) designated employees of
Syndicated Food Service International, Inc. (the "Company") and its
subsidiaries, (ii) certain consultants and advisors who perform services for the
Company or its subsidiaries, and (iii) non-employee members of the Board of
Directors of the Company (the "Board") with the opportunity to receive grants of
incentive stock options, non- qualified stock options and restricted stock. The
Company believes that the Plan will encourage the participants to contribute
materially to the growth of the Company, thereby benefitting the Company's
shareholders, and will align the economic interests of the participants with
those of the shareholders.

1.       ADMINISTRATION

         (a) COMMITTEE. The Plan shall be administered and interpreted by the
Board or by a committee appointed by the Board. After an initial public offering
of the Company's stock as described in Section 18(b) (a "Public Offering"), the
Plan shall be administered by a committee, which may consists of "outside
directors" as defined under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"), and related Treasury Regulations and "non-employee
directors" as defined under Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). However, the Board may ratify or approve
any grants as it deems appropriate. If a committee administers the Plan,
references in the Plan to the "Board", as they relate to Plan administration,
shall be deemed to refer to the committee.

         (b) BOARD AUTHORITY. The Board shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individuals, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction, including the criteria for
exerciseability and the acceleration of exerciseability, (iv) amended terms of
any previously issued grant, and (v) deal with any other matters arising under
the Plan.

         (c) BOARD DETERMINATIONS. The Board shall have full power and authority
to administer and interpret the Plan, to make factual determinations and to
adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion. The Board's interpretations of the Plan
and all determinations made by the Board pursuant to the powers invested in it
hereunder shall be conclusive and binding on all persons having any interest in
the Plan or in any awards granted hereunder. All powers of

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the Board shall be executed in its sole discretion, in the best interests of the
Company, not as a fiduciary, and in keeping with the objectives of the Plan and
it need not be uniform as to similarly situated individuals.

2.       GRANTS

         Awards under the Plan may consist of grants of incentive stock options
as described in Section 5 ("Incentive Stock Options"), non-qualified stock
options is described in Section 5 ("Non- Qualified Stock Options") (Incentive
Stock Options and Non-Qualified Stock Options are collectively referred to as
"Options"), and restricted stock is described in Section 6 ("Restricted Stock")
(hereinafter collectively referred to as "Grants"). All Grants shall be subject
to the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan as the Board deems appropriate and as
specified in writing by the Board to the individual in a grant instrument or an
amendment to the grant instrument (the "Grant Instrument"). The Board shall
approve the form and provisions of each Grant Instrument. Grants under a
particular section of the Plan need not be uniform as among the Grantees.

3.       SHARES SUBJECT TO THE PLAN

         (a) SHARES AUTHORIZED. Subject to adjustment as described below, the
aggregate number of shares of common stock of the Company (the "Company Stock")
that may be issued or transferred under the Plan is 5,000,000 shares. After a
public offering, the maximum aggregate number of shares of Company Stock that
shall be subject to Grants under the Plan to any individual during any calendar
year shall be 500,000 shares, subject to adjustment as described below. The
shares may be authorized but unissued shares of Company Stock or reacquired
shares of Company Stock, including shares purchased by the Company on the open
market for purposes of the Plan. If and to the extent Options granted under the
Plan terminate, expire, or are cancelled, forfeited, exchanged or surrendered
without having been exercised, or if any shares of Restricted Stock are
forfeited, the shares subject to such Grants shall again be available for
purposes of the Plan. If shares of Company Stock are used to pay the exercise
price of an Option, only the net number of shares received by the Grantee
pursuant to such exercise shall be considered to have been issued or transferred
under the Plan with respect to such Option, and the remaining number of shares
subject to the Option shall again be available for the purposes of the Plan.

         (b) ADJUSTMENTS. If there is any change in the number or kind of shares
of Company Stock outstanding (i) by reason of a stock dividend, spinoff,
recapitalization, stock split or combination or exchange of shares, (ii) by
reason of a merger, reorganization or consolidation in which the Company is the
surviving corporation, (iii) by reason of a reclassification or change in par
value, or (iv) by reason of any other extraordinary or unusual event affecting
the outstanding Company Stock as a class without the Company's receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company's payment of an
extraordinary dividend or distribution, the maximum number of shares of

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Company Stock available for Grants, the maximum number of shares of Company
Stock that any individual participating in the Plan may be granted in any year,
the number of shares covered by outstanding Grants, the kind of shares issued
under the Plan, and the price per share of such Grants may be appropriately
adjusted by the Board to reflect any increase or decrease in the number of, or
change in the kind or value of, issued shares of Company Stock to preclude, to
the extent practicable, the enlargement or dilution of rights and benefits under
such Grants; provided, however, that any fractional shares resulting from such a
judgment shall be eliminated. Any adjustments determined by the Board shall be
final, binding and conclusive.

4.       ELIGIBILITY FOR PARTICIPATION

         (a) ELIGIBLE PERSONS. All employees of the Company and its subsidiaries
("Employees"), including Employees who are officers or members of the Board, and
members of the Board who are not Employees ("Non-Employee Directors") shall be
eligible to participate in the Plan. Consultants and advisors who perform
services for the Company or any of its subsidiaries ("Key Advisors") shall be
eligible to participate in the Plan if the Key Advisors render bona fide
services to the Company or its subsidiaries, the services are not in connection
with the offer and sale of securities in a capital-raising transaction, and the
Key Advisors do not directly or indirectly promote or maintain a market for the
Company's securities.

         (b) SELECTION OF GRANTEES. The Board shall select the Employees, Non-
Employee Directors and Key Advisors to receive Grants and shall determine the
number of shares of Company Stock subject to a particular Grant in such a manner
as the Board determines. Employees, Key Advisors and Non-Employee Directors who
receive Grants under this Plan shall hereinafter be referred to as "Grantees".

5.       GRANTING OF OPTIONS

         (a) NUMBER OF SHARES. The Board shall determine the number of shares of
Company Stock that will be subject to each Grant of Options to Employees, Non-
Employee Directors and Key Advisors.

         (b) TYPE OF OPTION AND PRICE.

         (i) The Board may grant Incentive Stock Options that are intended to
qualify as "Incentive Stock Options" within the meaning of Section 422 of the
Code or Non-Qualified Stock Options that are not intended so to qualify or any
combination of Incentive Stock Options and Non- Qualified Stock Options, all in
accordance with the terms and conditions set forth herein. Incentive Stock
Options may be granted only to Employees. Non-Qualified Stock Options may be
granted to Employees, Non-Employee Directors and Key Advisors.

         (ii) The purchase price (the "Exercise Price") of Company Stock subject
to an Option shall be determined by the Board and may be equal to, greater than,
or less than

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the Fair Market Value, (as defined below) of a share of Company Stock on the
date the Option is granted; provided, however, that (x) the Exercise Price of an
Incentive Stock Option shall be equal to, or greater than, the Fair Market Value
of a share of Company Stock on the date the Incentive Stock Option is granted
and (y) an Incentive Stock Option may not be granted to an Employee who, at the
time of grant, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any parent or subsidiary of the
Company, unless the exercise price per share is not less than 110% of the Fair
Market Value of Company Stock on the date of grant.

         (iii) If the Company Stock is publically traded, then the Fair Market
Value per share shall be determined as follows; (x) if the principal trading
market for the Company Stock is a National Securities Exchange or the NASDAQ
National Market, the last reported sale price thereof on the relevant date or
(if there were no trade on that date) the latest preceding date upon which a
sale was reported, or (y) if the Company Stock is not principally traded on such
exchange or market, the mean between the last reported "bid" and "asked" prices
of Company Stock on the relevant date, as reported on NASDAQ or, if not so
reported, as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as applicable, and as the
Board determines. If the Company Stock is not publicly traded or, if publicly
traded, is not subject to reported transactions of "bid" or "asked" quotations
as set forth above, the Fair Market Value per share shall be as determined by
the Board.

         (c) OPTION TERM. The Board shall determine the term of each Option. The
term of any Option shall not exceed ten (10) years from the date of grant.
However, an Incentive Stock Option that is granted to an Employee who, at the
time of grant, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company, or any parent or subsidiary of the
Company, may not have a term that exceeds five (5) years from the date of grant.

         (d) EXERCISEABILITY OF OPTIONS. Options shall become exercisable in
accordance with such terms and conditions, consistent with the Plan, as may be
determined by the Board and specified in the Grant Instrument. The Board my
accelerate the exerciseability of any or all outstanding Options at any time for
any reason.

         (e) TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH.

         (i) Accept as provided below, an Option may only be exercised while the
Grantee is employed by, or providing service to, the Company as an Employee, Key
Advisor or member of the Board. In the event that a Grantee ceases to be
employed by, or provide service to, the Company for any reason other than
Disability, death or termination for Cause, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within ninety (90)
days after the date on which the Grantee ceases to be employed by, or provide
service to, the Company (or within such other period of time as may be specified
by the Board), but in any event no later than the date of expiration of the
Option term. Accept as otherwise provided by the Board, any of the Grantee's

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Options that are not otherwise exercisable as of the date on which the Grantee
ceases to be employed by, or provide service to, the Company shall terminate as
of such date.

         (ii) In the event the Grantee ceases to be employed by, or provide
service to, the Company on account of termination for Cause by the Company, any
Options held by the Grantee shall terminate as of the date the Grantee ceases to
be employed by, or provide service to, the Company. In addition, notwithstanding
any other provisions of this Section 5, if the Board determines that the Grantee
has engaged in conduct that constitutes Cause at any time while the Grantee is
employed by, or providing service to, the Company or after the Grantee's
termination of employment or service, any Option held by the Grantee shall
immediately terminate, and the Grantee shall automatically forfeit all shares
underlying any exercised portion of an Option for which the Company has not yet
delivered the share certificates, upon refund by the Company of the exercise
price paid by the Grantee for such shares. Upon any exercise of an Option, the
Company may withhold delivery of share certificates pending resolution of an
inquiry that could lead to a finding resulting in a forfeiture.

         (iii) In the event the Grantee ceases to be employed by, or provide
service to, the Company because the Grantee is Disabled, any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within one
(1) year after the date on which the Grantee ceases to be employed by, or
provide service to, the Company (or within such other period of time as may be
specified by the Board), but in any event no later than the date of expiration
of the Option term. Except as otherwise provided by the Board, any of the
Grantee Options which are not otherwise exercisable as of the date on which the
Grantee ceases to be employed by, or provide service to, the Company shall
terminate as of such date.

         (iv) If the Grantee dies while employed by, or providing service to,
the Company within ninety (90) days after the date on which the Grantee ceases
to be employed or provide service on account of a termination specified in
Section 5(e)(i) above (or within such other period of time as may be specified
by the Board), any Option that is otherwise exercisable by the Grantee shall
terminate unless exercised within one (1) year after the date on which the
Grantee ceases to be employed by, or provide service to, the Company (or within
such other period of time as may be specified by the Board), but in any event no
later than the date of expiration of the Option term. Except as otherwise
provided by the Board, any of the Grantee Options that are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by, or
provide service to, the Company shall terminate as of such date.

         (v) For purposes of this Section 5(e) and Section 6:

         (A) The term "Company" shall mean the Company and its parent and
subsidiary corporations.

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         (B) "Employed by, or provide service to, the Company" shall mean
employment or service as an Employee, Key Advisor or member of the Board (so
that, for purposes of exercising Options and satisfying conditions with respect
to Restricted Stock, a Grantee shall not be considered to have terminated
employment or service until the Grantee ceases to be an Employee, Key Advisor
and member of the Board), unless the Board determines otherwise.

         (C) "Disability" shall mean the Grantee becoming disabled within the
meaning of Section 22(e)(3) of the Code.

         (D) "Cause" shall mean, except to the extent specified otherwise by the
Board, a finding by the Board that the Grantee (i) has breached his or her
employment or service contract with the Company, (ii) has engaged in disloyalty
to the Company, including, without limitation, fraud, embezzlement, theft,
commission of a felony or proving dishonesty in the course of his or her
employment or service, (iii) has disclosed trade secrets or confidential
information of the Company to persons who are not entitled to receive such
information, or (iv) has engaged in such other behavior detrimental to the
interests of the Company as the Board determines.

         (f) EXERCISE AND OPTIONS. A Grantee may exercise an option as it
becomes exercisable, in hole or in part, by delivering a notice of exercise to
the Company with payment of the Exercise Price. The Grantee shall pay the
Exercise Price for an option as specified by the Board (x) in cash, (y) with the
approval of the Board, by delivering shares of the Company Stock owned by the
Grantee (including Company Stock inquire in connection with the exercise and
options, subject to such restrictions as the Board deems appropriate) and having
a Fair Market Value on the date of exercise equal to the Exercise Price or by
affectation (on a form prescribed by the Board) to ownership of shares of
Company Stock having a Fair Market Value on the date of exercise equal to the
Exercise Price, or (z) by such other method as the Board may approve, including
after a public offering payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board. The Board may authorize
loans by the Company to Grantees in connection with the exercise of an option,
upon such terms and conditions as the Board, in is sole discretion, deems
appropriate. Shares of Company Stock used to exercise an option shall have been
held by the Grantee for the requisite period of time to avoid adverse accounting
consequences to the Company with respect to the Option. The Grantee shall pay
the Exercise Price in the amount of any withholding tax due (pursuant to Section
7) at the time of exercise.

         (g) LIMITS ON INCENTIVE OPTIONS. Each incentive Stock Option shall
provide that, if the Fair Market Value of the stock on the date of the Grant
with respect to which Incentive Stock Options are exercisable for the first time
by a Grantee during any calendar year, under the Plan or any other stock option
plan of the Company or parent or subsidiary, exceed $100,000, than the option,
as to the excess shall be treated as a Non- Qualified Stock Option. An Incentive
Stock Option shall not be granted to any person who is not an employee of the
Company or a parent or subsidiary (within the meaning of Section 424(f) of the
Code).

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6.       RESTRICTED STOCK GRANTS

         The Board may issue or transfer shares of Company Stock to an employee,
non-employee director or key advisor under a grant of restricted stock, upon
such terms as the Board deems appropriate. The following provisions are
applicable to restricted stock:

         (a) GENERAL REQUIREMENTS. Shares of Company Stock issued or transferred
pursuant to Restricted Stock Grants may be issued or transferred for
consideration or for no consideration, and subject to restrictions or no
restrictions, as determined by the Board. The Board may establish conditions
under which restrictions on shares of restricted stock shall lapse over a period
of time or according to such other criteria as the Board deems appropriate. The
period of time during which the Restricted Stock will remain subject to
restrictions will be designated in the Grant Instrument as the "Restriction."

         (b) NUMBER OF SHARES. The Board shall determine the number of shares of
Company Stock to be issued or transferred pursuant to a Restricted Stock Grant
and the restrictions applicable to such shares.

         (c) REQUIREMENT OF EMPLOYMENT OF SERVICE. If the Grantee ceases to be
employed by, or provide service to, the Company (as defined in Section 5(e))
during a period designated in the Grant Instrument as the Restriction Period, or
if other specified conditions are not met, the Restricted Stock Grant shall
terminate as to all shares covered by the Grant as to which the restrictions
have not lapsed, and all shares of Company Stock must be immediately returned to
the Company. The Board may, however, provide for complete or partial exceptions
to this requirement as it deems appropriate.

         (d) RESTRICTIONS ON TRANSFER AND LEGEND ON STOCK CERTIFICATE. During
the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
otherwise dispose of the shares of Restricted Stock except to a successor
Grantee under Section 8(a). Each certificate for a share of Restricted Stock
shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares as to such to restrictions when all restrictions
of such shares have lapsed. The Board may determine that the Company will not
issue certificates for shares of Restricted Stock until all restrictions for
such share have lapsed, or that the Company will retain possession of
certificates for shares of Restricted Stock until all restrictions on such
shares have lapsed.

         (e) RIGHT TO VOTE AND TO RECEIVE DIVIDENDS. During the Restriction
Period, the Grantee shall have the right to vote shares of Restricted Stock and
to receive any dividends or other distributions paid on such shares, subject to
any restrictions deemed appropriate by the Board.

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         (f) LAPSE OF RESTRICTIONS. All restrictions imposed on Restricted Stock
shall lapse on the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Board. The Board may determine, as
to any or all Restricted Stock Grants, that the restriction shall lapse without
regard to any Restriction.

7.       WITHHOLDING OF TAXES

         (a) REQUIRED WITHHOLDING. All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements. The Company may require that the Grantee or other persons
receiving or exercising grants pay to the Company the amount of any federal,
state or local taxes that the Company is required to withhold with respect to
such grants, or the Company may deduct from other wages paid by the Company the
amount of any withholding taxes due with respect to such grants.

         (b) ELECTION TO WITHHOLD SHARES. If the Board so permits, a Grantee may
elect to satisfy the Company's income tax withholding obligation with respect to
a grant by having shares withheld up to an amount that does not exceed the
Grantee's minimum applicable withholding tax rate for federal (including FICA),
state and local tax liabilities. The election must be in the form and manner
prescribed by the Board and may be subject to the prior approval of the Board.

8.       TRANSFERABILITY OF GRANTS

         (a) NON-TRANSFERABILITY OF GRANTS. Except as provided below, only the
Grantee may exercise rights under a grant during the Grantee's lifetime. A
Grantee may not transfer those rights except by will or by the laws of descent
and distribution or, with respect to grants other than Incentive Stock Options,
if permitted by any specific case by the Board, pursuant to a domestic relations
order (as defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder). When a Grantee
dies, the personal representative or other person entitled to succeed to the
rights of the Grantee ("Successor Grantee") may exercise such rights. A
Successor Grantee must furnish proofs satisfactory to the Company of his or her
right to receive the grant under the Grantee's will or under applicable laws of
descent and distribution.

         (b) TRANSFER OF NON-QUALIFIED STOCK OPTIONS. Notwithstanding the
foregoing, the Board may provide, in a Grant Instrument, that a Grantee may
transfer Non-Qualified Stock Options to family members, or one or more trust or
other entities for the benefit of or owned by family members, consistent with
applicable securities laws, according to such terms as the Board may determine;
provided that the Grantee receives no consideration for the transfer of an
Option and the transferred Option shall continue to be subject to the same terms
and conditions as were applicable to the Option immediately before the transfer.

9.       RIGHT OF FIRST REFUSAL; REPURCHASE RIGHT

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         (a) OFFER. Prior to a Public Offering, if at any time an individual
desires to sell, encumber, or otherwise dispose of shares of Company Stock that
were distributed to him or her under this Plan, and that are transferable, the
individual may do so only pursuant to a BONA FIDE written offer, and the
individual shall first offer the shares to the Company by giving the Company
written notice disclosing: (a) the name of the proposed transferee of the
Company stock; (b) the certificate number and number of shares of Company Stock
proposed to be transferred or encumbered; (c) the proposed price; (d) all of the
terms of the proposed transfer; and (e) a written copy of the proposed offer.
Within sixty (60) after receipt of such notice, the Company shall have the
option to purchase all or part of such Company Stock at the then current Fair
Market Value (as defined in Section 5(b)) and may pay such price in installments
over a period not to exceed four (4) years, at the discretion of the Board.

         (b) SALE. In the event the Company (or shareholder, as described below)
does not exercise the option to purchase Company Stock, as provided above, the
individual shall have the right to sell, encumber, or otherwise dispose of the
shares of Company Stock described in subsection (a) at the price and on the
terms of the transfer set forth in the written notice to the Company, provided
such transfer is affected within fifteen (15) days after the expiration of the
option. If the transfer is not effective within such period, the Company must
again be given an option to purchase, as provided above.

         (c) ASSIGNMENT OF RIGHTS. The Board, in its sole discretion, may waive
the Company's right of first refusal and repurchase right under this Section 9.
If the Company's right of first refusal or repurchase right is so waived, the
Board may, in its sole discretion, assign such right to the remaining
shareholders of the Company in the same proportion that each shareholder's stock
ownership bears to the stock ownership of all the shareholders of the Company,
as determined by the Board. To the extent that a shareholder has been given such
right and does not purchase his or her allotment, the other shareholders shall
have the right to purchase such allotment on the same basis.

         (d) PURCHASE BY THE COMPANY. Prior to a Public Offering, if a Grantee
ceases to be employed by, or provide service to, the Company, the Company shall
have the right to purchase all or part of any Company Stock distributed to him
or her under this Plan at its then current Fair Market Value (as defined in
Section 5(b)) (or at such other price as may be established in the Grant
Instrument); provided, however, that such repurchase shall be made in accordance
with applicable accounting rules to avoid adverse accounting treatment.

         (e) PUBLIC OFFERING. On or after a Public Offering, the Company shall
have no further right to purchase shares of Company Stock under this Section 9.

         (f) SHAREHOLDER'S AGREEMENT. Notwithstanding the provisions of this
Section 9, if the Board requires that a Grantee execute a shareholder's
agreement with respect to any Company Stock distributed pursuant to this Plan,
the provisions of this Section 9 shall not apply to such Company Stock.

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10.      CHANGE OF CONTROL OF THE COMPANY

         As used herein, a "Change of Control" shall be deemed to have occurred
if:

         (a) any "Person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act) (other than persons who are shareholders on the effective date
of the Plan) becomes a "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly of securities of the Company
representing more than 50% of the voting power of the then outstanding
securities of the Company; provided that a Change of Control shall not be
deemed to occur as a result of a change of ownership resulting from the death of
a shareholder, and a Change of Control shall not be deemed to occur as a result
of a transaction in which the Company becomes a subsidiary of another
corporation and in which the shareholders of the Company, immediately prior to
the transaction, will beneficially own, immediately after the transaction,
shares entitling such shareholders to more than 50% of all votes to which all
shareholders of the parent corporation will be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote); or

         (b) The shareholders of the Company approve (or, if shareholder
approval is not required, the Board approves) an agreement providing for (i) the
merger or consolidation of the Company with another corporation where the
shareholders of the Company, immediately prior to the merger of consolidation,
will not beneficially own, immediately after the merger or consolidation, shares
entitling such shareholders to more than 50% of all votes to which all
shareholders of the surviving corporation would be entitled in the election of
directors (without consideration of the rights of any class of stock to elect
directors by a separate class vote), (ii) the sale or other disposition of all
or substantially all of the assets of the Company, or (iii) a liquidation or
dissolution of the Company.

11.      CONSEQUENCES OF A CHANGE OF CONTROL

         (a) NOTICE AND ACCELERATION. Upon a Change of Control, unless the Board
determines otherwise, (i) the Company shall provide each Grantee with
outstanding grants written notice of such Change of Control, (ii) all
outstanding Options shall automatically accelerate and become fully exercisable
and (iii) the restrictions and conditions on all outstanding Restricted Stock
shall immediately lapse.

         (b) ASSUMPTION OF GRANTS. Upon a Change of Control where the Company is
not the surviving corporation (or survives only as a subsidiary of another
corporation), unless the Board determines otherwise, all outstanding Options
that are not exercised shall be assumed by, or replaced by comparable Options
by, the surviving corporation.

         (c) OTHER ALTERNATIVES. Notwithstanding the foregoing, subject to
subsection (d) below, in the event of a Change of Control, the Board may take
one or both of the following actions: The Board may (i) require that Grantees
surrender their outstanding Options in exchange for a payment by the Company, in
cash or Company

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Stock as determined by the Board, in an amount equal to the amount by which the
then Fair Market Value of the shares of Company Stock, subject to the Grantee's
unexercised Options, exceeds the Exercise Price of the Options, or (ii) after
giving Grantee's an opportunity to exercise their outstanding Options, terminate
any or all unexercised Options at such time as the Board deems appropriate. Such
surrender or termination shall take place as of the date of the Change of
Control or such other date as the Board may specify.

         (d) LIMITATIONS. Notwithstanding anything in the Plan to the contrary,
in the event of a Change of Control, the Board shall not have the right to take
any actions described in the Plan (including without limitation actions
described in Subsection (c) above) that will make the Change of Control
ineligible for pooling of interests accounting treatment or that will make the
Change of Control ineligible for desired tax treatment if, in the absence of
such right, the Change of Control would qualify for such treatment and the
Company intends to use such treatment with respect to the Change of Control.

12.      REQUIREMENTS FOR ISSUANCE OR TRANSFER OF SHARES

         (a) SHAREHOLDER'S AGREEMENT. The Board may require that a Grantee
execute a shareholder's agreement with such terms as the Board deems
appropriate, with respect to any Company Stock issued or distributed pursuant to
this Plan.

         (b) LIMITATIONS ON ISSUANCE OR TRANSFER OF SHARES. No Company Stock
shall be issued or transferred in connection with any grant hereunder unless and
until all legal requirements applicable to the issuance or transfer of such
Company Stock having complied with to the satisfaction of the Board. The Board
shall have the right to condition any grant made to any Grantee hereunder of
such Grantee undertaking in writing to comply with such restrictions in his or
her subsequent disposition of such shares of Company Stock as the Board shall
deem necessary or advisable, and certificates representing such shares may be
legended to reflect any such restrictions. Certificates representing shares of
Company Stock issued or transferred under the Plan will be subject to such
stop-transfer orders and other restrictions as may be required by applicable
laws, regulations and interpretations including any requirement that a legend be
placed thereon.

         (c) LOCK-UP. If so requested by the Company or any representative of
the underwriters (the "Managing Underwriter") in connection with any
registration of the offering of any securities of the Company under the
Securities Act of 1933, as amended (the "Securities Act"), a Grantee (including
any successor or assign) shall not sell or otherwise transfer any shares or
other securities of the Company during the 180-day period following the
effective date of a registration statement of the Company filed under the
Securities Act (or such other period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Company) (the "Market
Standoff Period"). Such restriction shall apply only to the first registration
statement of the Company to become effective under the Securities Act that
includes securities to be sold on behalf of the Company to the public in an
underwritten Public Offering under the Securities Act.

<PAGE>

The Company may impose stop-transfer instructions with respect to securities
subject to the foregoing restrictions until the end of such a Market Standoff
Period.

13.      AMENDMENT AND TERMINATION OF THE PLAN

         (a) AMENDMENT. The Board may amend or terminate the Plan at any time;
provided, however, that the Board shall not amend the Plan without shareholder
approval and such approval is required in order for Incentive Stock Options
granted or to be granted under the Plan to meet the requirements of Section 422
of the Code or, after a Public Offering, such approval is required in order to
exempt compensation under the Plan from the deduction limit under Section 162(m)
of the Code.

         (b) TERMINATION OF PLAN. The Plan shall terminate on the day
immediately preceding the tenth (10th) anniversary of its effective date, unless
the Plan is terminated earlier by the Board or is extended by the Board with the
approval of the shareholders.

         (c) TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS. A termination or
amendment of the Plan that occurs after a grant is made shall not materially
impair the right of the Grantee unless the Grantee consents or unless the Board
acts under Section 19(b). The termination of the Plan shall not impair the power
and authority of the Board with respect to an outstanding grant. Whether or not
the Plan has terminated, an outstanding grant may be terminated or amended under
Section 19(b) or may be amended by agreement of the Company and the Grantee
consistent with the Plan.

         (d) GOVERNING DOCTRINE. The Plan shall be the controlling document. No
other statements, representations, explanatory materials or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company and its successors and assigns.

14.      FUNDING OF THE PLAN

         This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets assure the payment of any grants under this Plan. In no event shall
interest be paid or accrued on any grant, including unpaid installments of
grants.

15.      RIGHT OF PARTICIPANTS

         Nothing in this Plan shall entitle any Employee, Key Advisor,
Non-Employee Director or other person to any claim or right to be granted a
grant under this Plan. Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by, or in the
employ of, the Company or any other employment right.

16.      NO FRACTIONAL SHARES

<PAGE>

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any grant. The Board shall determine whether cash, other
awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any right thereto shall be forfeited
or otherwise eliminated.

17.      HEADINGS

         Section headings are for reference only. In the event of a conflict
between the title and the content of a Section, the content of the Section shall
control.

18.      EFFECTIVE DATE OF THE PLAN

         (a) EFFECTIVE DATE. Subject to approval by the Company shareholders,
the Plan shall be effective on April 30,2001.

         (b) PUBLIC OFFERING. The provisions of the Plan that refer to a Public
Offering, or that refer to, or are applicable to persons subject to, Section 16
of the Exchange Act or Section 162(m) of the Code, shall be effective, if at
all, upon initial registration of the Company Stock under Section 12(g) of the
Exchange Act, and shall remain effective thereafter for so long as such stock is
so registered.

19.      MISCELLANEOUS

         (a) GRANTS IN CONNECTION WITH CORPORATE TRANSACTIONS AND OTHERWISE.
Nothing contained in this Plan shall be construed (i) limit the right of the
Board to make grants under this Plan in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise of the business or assets of
any corporation, firm or association, including grants to employees thereof who
have become employees of the Company, or for other profit corporate purposes or
(ii) limit the right of the Company to grant stock options or make other awards
outside of this Plan. Without limiting the foregoing, the Board may make a grant
to an employee of another corporation who becomes an Employee by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company or any of its subsidiaries
and substitution for a stock option or a restricted stock grant made by such
corporation. The terms and conditions of the substitute grants may vary from the
terms and conditions require by the Plan and from those of the substituted stock
incentive. The Board shall prescribe the provisions of the substitute grants.

         (b) COMPLIANCE WITH LAW. The Plan, the exercise of Options and the
obligations of the Company to issue a transfer of shares of Company Stock under
grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons
subject to Section 16 of the Exchange Act, after a Public Offering it is the
intent of the Company that the Plan and all transactions under the Plan comply
with all applicable provisions of Rule 16b-3 or its successors under the
Exchange Act. In addition, it is the intent of the Company that the Plan and
applicable grants under the Plan comply with the applicable provisions of

<PAGE>

Section 162(m) of the Code, after a Public Offering, and Section 422 of the
Code. To the extent that any legal requirement of Section 16 of the Exchange Act
or Sections 162 (m) or 422 of the Code as set forth in the Plan cease to be
required under Section 16 of the Exchange Act or Sections 162(m) or 422 of the
Code, that Plan provision shall cease to apply. The Board may revoke any grant
if it is contrary to law or modify a grant bringing it into compliance with any
valid and mandatory government regulation. The Board may also adopt the rules
regarding the withholding of taxes and payments to Grantees. The Board may, in
its sole discretion, agree to limit its authority under the Section.

         (c) GOVERNING LAW. The validity, construction, interpretation and
effect of the Plan and Grant Instruments issued under the Plan shall be governed
and construed by and determined in accordance to the laws of the State of
Florida, without giving effect to the conflict of laws provisions thereof.

<PAGE>

                                    EXHIBIT B

                                 ISO GRANT FORM
                                     [FORM]

                   SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

                          2001 EQUITY COMPENSATION PLAN
                          INCENTIVE STOCK OPTION PLAN

         This STOCK OPTION GRANT, dated as of______________________, (the "Date
of Grant"), is delivered by Syndicated Food Service International, Inc. (the
"Company") to__________________ ("Grantee").

                                    RECITALS

A.       The Syndicated Food Service International, Inc. 2001 Equity
Compensation Plan (the "Plan") provides the grant of options to purchase shares
of common stock of the Company. The Board of Directors of the Company (the
"Board") has decided to make a stock option grant as an inducement for the
Grantee to promote the best interests of the Company and its shareholders. A
copy of the Plan is attached.

B.       The Board has authorized to appoint a committee to administer the Plan.
If a committee is appointed, all references in this Agreement to the "Board"
shall be deemed to refer to the committee.

NOW, THEREFORE, the parties to this agreement, intending to be legally bound
hereby, agree as follows:

1.       GRANT OF OPTION.

         (a) Subject to the terms and conditions set forth in this Agreement,
and in the Plan, the Company hereby grants to Grantee and option (the "Option")
to purchase _____________________________shares of common stock of the Company
(the "Shares") at an exercise of $________per Share. The Option shall become
exercisable according to Paragraph 2 below.

         (b) The Option is designated as an incentive stock option, under
Section 422 of the Internal Revenue Code of 1986, a amended (the "Code").
However, as described in Paragraph 5 below, under certain circumstances the
Option may not qualify as an incentive stock option.

2.       EXERCISABILITY OF OPTION.

<PAGE>

         The Option shall become exercisable on the following date, if the
Grantee is employed by the Company (as defined in the Plan), on the applicable
date:

DATE SHARES FOR WHICH THE OPTION IS EXERCISABLE

         The exercisability of the Option is cumulative but shall not exceed
100%.

3.       TERM OF OPTION.

         (a) The Option shall have a term of ten (10) years from the Date of
Grant and shall terminate at the expiration of that period, unless it is
terminated on an earlier date pursuant to the provisions of this Agreement or
the Plan.

         (b) The Option shall automatically terminate upon the happening of the
first of the following events:

                  (i) The expiration of the 90-day period after the Grantee
         ceases to be employed by, or provide service to, the Company, if the
         termination is for any reason other than Disability (as defined in the
         Plan), death or Cause (as defined in the Plan).

                  (ii) The expiration of the 1-year period after the Grantee
         ceases to be employed by, or provide service to, the Company on account
         of the Grantee's Disability.

                  (iii) The expiration of the 1-year period after the Grantee
         ceases to be employed by, or provide service to, the Company if the
         Grantee dies while employed by, or providing service to, the Company or
         within 90 days after the Grantee ceases to be so employed or provide
         services on account of a termination described in subparagraph (i)
         above.

                  (iv) The date on which the Grantee ceases to be employed by,
         or provide service to, the Company for Cause. In addition,
         notwithstanding the prior provisions of this Paragraph 3, if the
         Grantee engages in conduct that constitutes Cause after the Grantee's
         employment or service terminates, the Option shall immediately
         terminate.

         Notwithstanding the foregoing, in no event may the Option be exercised
after the date that is ten (10) years from the Date of Grant. Any portion of the
Option that is not exercisable at the time the Grantee ceases to be employed by,
or provide services to, the Company shall immediately terminate.

4.       EXERCISE PROCEDURES.

         (a) Subject to the provisions of Paragraph 2 and 3 above, the Grantee
may exercise part or all of the exercisable Option by giving the Board written
notice of intent

<PAGE>

to exercise in a manner provided in this Agreement, specifying the number of
Shares as to which the Option is to be exercised. On the delivery date, the
Grantee shall pay the exercise price (i) in cash, (ii) with the approval of the
Board by delivering Shares of the Company which shall be valued at their Fair
Market Value on the date of delivery, or (iii) by such other method as the Board
may approve, including payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board. The Board may impose
from time to time such limitations as it deems appropriate on the use of Shares
of the Company to exercise the Option.

         (b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such approvals by governmental agencies as may be deemed appropriate by the
Board, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other persons exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with the view to or for selling in connection with
any distribution of the Shares, or such other representations as the Board deems
appropriate. All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to Board
approval, the Grantee may elect to satisfy any income tax withholding obligation
of the Company with respect to the Option by having Shares withheld up to an
amount that does not exceed the applicable withholding tax rate for federal
(including FICA), state and local tax liabilities.

5.       DESIGNATION AS INCENTIVE STOCK OPTION.

         (a) This Option is designated an incentive stock option under Section
422 of the Code. However, in order for an option to be an incentive stock option
under the Code the option plan must be approve by the shareholders within twelve
(12) months before and after the date the plan is adopted. If the shareholders
of the Company fail to approve the adoption of the plan within one (1) year
after the Board adopted the plan, or if the Internal Revenue Service otherwise
determines that the option does not meet the requirements of an incentive stock
option, the option will not be taxed as an incentive stock option.

         (b) In addition, if the aggregate fair market value of the stock on the
date of the grant with respect to which incentive stock options are exercisable
for the first time by the Grantee during any calendar year, under the Plan or
any other stock option plan of the Company or a parent or subsidiary, exceeds
$100,000, then the Option, as to the excess, shall be treated as a non-qualified
stock option that does not meet the requirements of Section 422. If and to the
extent that the Option fails to qualify as an incentive stock option under the
Code, the Option shall remain outstanding according to its terms as a
non-qualified stock option.

         (c) The Grantee understands that favorable incentive stock option tax
treatment is available only if the Option is exercised while the Grantee is an
employee of the

<PAGE>

Company or a parent or subsidiary or within a time specified in the Code after
the Grantee ceases to be an employee.

         (d) The Company makes no representation with respect to whether or not
the Option will qualify as an incentive stock option. The Grantee should consult
with his or her tax advisor regarding the tax consequences of the Option.

6.       CHANGE OF CONTROL.

         The provisions of the Plan applicable to a Change of Control shall
apply to the Option, and, in the event of a Change of Control, the Board may
take such actions as it deems appropriate pursuant to the Plan.

7.       RIGHT OF FIRST REFUSAL; REPURCHASE RIGHT; SHAREHOLDER'S AGREEMENT.

         As a condition of receiving this Option, the Grantee hereby agrees that
all Shares issued under the Plan shall be subject to a right of first refusal
and repurchase right as described in the Plan, and the Board may require that
the Grantee (or other person exercising the Option) execute a shareholder's
agreement, in such form as the Board determines, with respect to all Shares
issued upon the exercise of the Option before a Public Offering of the Company's
stock.

8.       RESTRICTIONS ON EXERCISE.

         Only the Grantee may exercise the Option during the Grantee's lifetime.
After the Grantee's death, the Option shall be exercisable (subject to the
limitations specified in the Plan) solely by the legal representatives of the
Grantee, or by the person who acquires the right to exercise the Option by will
or by the laws of descent and distribution, to the extent that the Option is
exercisable pursuant to this Agreement.

9.       GRANT SUBJECT TO PLAN PROVISIONS.

         This grant is made pursuant to the Plan, the terms of which are
incorporated herein by reference, and on all respects shall be interpreted in
accordance with the Plan. The grant and exercise of the Option are subject to
the provisions of the Plan and to interpretations, regulations and
determinations concerning the Plan established from time to time by the Board in
accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (i) rights and obligations with respect to withholding
taxes, (ii) the registration, qualification or listing of the Shares, (iii)
changes in capitalization of the Company and (iv) other requirements of
applicable law. The Board shall have the authority to interpret and construe the
Option pursuant to the terms of the Plan, and its decisions shall be conclusive
as to any questions arising hereunder.

10.      NO EMPLOYMENT OR OTHER RIGHTS.

<PAGE>

         The grant of the Option shall not confer upon the Grantee any rights to
be retained by or in the employ or service of the Company and shall not
interfere in any way with the right of the Company to terminate the Grantee's
employment or service at any time. The right of the Company to terminate at will
the Grantee's employment or service at any time for any reason is specifically
reserved.

11.      NO SHAREHOLDER RIGHTS.

         Neither the Grantee, nor any person entitled to exercise the Grantee's
rights in the event of the Grantee's death, shall have any of the rights and
privileges of a shareholder with respect to the Shares subject to the Option,
until certificates for Shares have been issued upon the exercise of the Option.

12.      ASSIGNMENT AND TRANSFERS.

         The rights and interests of the Grantee under this Agreement may not be
sold, assigned, encumbered or otherwise transferred except, in the event of the
death of the Grantee, by will or by the laws of descent and distribution. In the
event of any attempt by the Grantee to alienate, assign, pledge hypothecate, or
otherwise dispose of the Option or any right hereunder, except as provided for
in this Agreement, or in the event of the levy or any attachment, execution or
similar process upon the rights or interest hereby conferred, the Company may
terminate the Option by notice to the Grantee, and the Option and all rights
hereunder shall thereupon become null and void. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company
and to the Company's parents, subsidiaries and affiliates. This Agreement may be
assigned by the Company without the Grantee's consent.

13.      APPLICABLE LAW.

         The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the
State of Florida, without giving effect to the conflicts of laws provisions
thereof.

14.      NOTICE.

         Any notice to the Company provided for in this instrument shall be
addressed to the Company in care of the Chief Executive Officer at 3560 Cypress
Gardens Drive, Winter Haven, Florida 33884, and any notice to the Grantee shall
be addressed to such Grantee at the current address shown on the payroll of the
Company, or such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopier enclosed in a
properly sealed envelope addressed to stated above, registered and deposited,
postage pre-paid, in a post office regularly maintained by the United States
Postal Service.

<PAGE>

         IN WITNESS WHEREOF, the Company has caused its duly authorized officers
to execute and attest to this Agreement, and the Grantee has executed this
Agreement, effective as of the Date of Grant.

                                    Syndicated Food Service International, Inc.

ATTEST:                             By: _________________________________
                                        Name: William C. Keeler
                                        Title: Chief Executive Officer

___________________________

                                    ACCEPTED:

                                    ______________________________________
                                    Grantee