<PAGE>

                                                                   Exhibit 10.33

                                   * * * * *

                          AGREEMENT AND PLAN OF MERGER
                               AND REORGANIZATION

                                      among

                   Syndicated Food Service International, Inc.
                (f/k/a Floridino's International Holdings, Inc.),

                      Syndicated Food Service Group, Inc.,

                 Syndicated Transportation Service Group, Inc.,

                          Beasley Food Service, Inc.,

                          Beasley Transportation, Inc.

                                       and

                   Charles A. Beasley and Marjorie A. Beasley

                                    * * * * *

                                November 27, 2001

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE 1        THE MERGER AND REORGANIZATION...........................................................        2
  1.1      The Merger ...................................................................................        2
  1.2      Conversion of Shares into Company Shares and Notes............................................        2
  1.3      Tax-free Reorganization.......................................................................        2
  1.4      Exchange or Consideration.....................................................................        3
  1.5      Closing ......................................................................................        3
  1.6      Certificate of Incorporation and By-Laws of the Surviving Corporation.........................        3
  1.7      Board of Directors and Officers ..............................................................        3
  1.8      Treatment of Stock Options and Warrants.......................................................        3

ARTICLE 2        REPRESENTATIONS AND WARRANTIES OF BFS AND BTI AND THE SHAREHOLDERS......................        4
  2.1.     Representations and Warranties................................................................        4
  2.2      Disclosure....................................................................................       21

ARTICLE 3        ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS...........................       21
  3.1      Representations and Warranties................................................................       21

ARTICLE 4        REPRESENTATIONS AND WARRANTIES OF THE COMPANY, SFSI AND STSI............................       22
  4.1      Representations and Warranties................................................................       22

ARTICLE 5        COVENANTS RELATING TO CONDUCT OF BUSINESS...............................................       25
  5.1      Conduct of Business by BFS and BTI Pending the Closing........................................       25
  5.2      Certain Tax Matters ..........................................................................       27
  5.3      Other Actions ................................................................................       27

ARTICLE 6        ADDITIONAL COVENANTS AND AGREEMENTS.....................................................       28
  6.1      Access and Information........................................................................       28
  6.2      Employment Agreements and Agreements Not to Compete...........................................       28
  6.3      Press Releases ...............................................................................       28
  6.4      Negotiations .................................................................................       28
  6.5      Indemnification ..............................................................................       29
  6.6      Nature and Survival of Representations........................................................       31
  6.7      Limitations on Transfer of Shares; Rights of First Refusal....................................       33

ARTICLE 7        CONDITIONS TO CLOSING...................................................................       35
  7.1      Conditions to BFS's, BTI's and Shareholders' Obligations......................................       35
  7.2      Conditions to the Obligations of the Company..................................................       35
  7.3      Closing Deliveries By BFS, BTI and Shareholders...............................................       36
  7.4      Closing Deliveries By Company.................................................................       37
  7.5      Real Estate Purchase Agreement................................................................       37

ARTICLE 8        TERMINATION.............................................................................       38
  8.1      Termination by Company or Shareholders........................................................       38
  8.2      Termination by Mutual Consent.................................................................       38
  8.3      Termination by Any Party......................................................................       38
  8.4      Material Breach ..............................................................................       38
  8.5      Lapse of Time ................................................................................       38
  8.6      Effect of Termination.........................................................................       38
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE 9        GENERAL PROVISIONS......................................................................       39
  9.1      Notices                                                                                              39
  9.2      Interpretation                                                                                       40
  9.3      Severability   .                                                                                     40
  9.4      Miscellaneous                                                                                        40
  9.5      Separate Counsel                                                                                     40
  9.6      Governing Law                                                                                        40
  9.7      Counterparts                                                                                         40
  9.8      Amendment                                                                                            40
  9.9      Parties In Interest: No Third Party Beneficiaries..............................................      41
  9.10     Expenses                                                                                             41
  9.11     Rule of Construction that Ambiguities to be Construed Against Drafter Not Applicable...........      41
  9.12     STSI Signature                                                                                       41
</TABLE>

                                       ii

<PAGE>

                              AGREEMENT AND PLAN OF
                            MERGER AND REORGANIZATION

         This Agreement and Plan of Merger and Reorganization, dated as of
November 27, 2001, (this "Agreement"), among Syndicated Food Service
International, Inc., f/k/a Floridino's International Holdings, Inc., a Florida
corporation (the "Company"), Syndicated Food Service Group, Inc., a Delaware
corporation ("SFSI"), Syndicated Transportation Service Group, Inc., a to-be
formed Delaware corporation ("STSI"), Beasley Food Service, Inc. ("BFS"), an
Indiana corporation, Beasley Transportation, Inc, ("BTI"), an Indiana
corporation, Charles Beasley ("CB") and Marjorie Beasley ("MB"), both residents
of Monroe County, Indiana (CB and MB are referred to herein individually and
collectively, as the "Shareholders").

                              W I T N E S S E T H:

         WHEREAS, the Boards of Directors of the Company, SFSI, STSI, BFS and
BTI have adopted resolutions approving and adopting this Agreement upon the
terms and conditions set forth in this Agreement;

         WHEREAS, the Shareholders own 100% of the outstanding capital stock of
BFS and BTI, and the real estate (the "Real Estate") on which they conduct their
wholesale food distribution business operations and desire to enter into this
Agreement to provide for the conversion of their shares of BFS and BTI stock for
stock in the Company and other consideration in a statutory merger, so that
after the merger BFS and BTI will be wholly owned subsidiaries of SFSI, the
receipt of cash as provided below and the sale of the Real Estate by the
Shareholders to Syndicated Bloomington I, LLC, a Delaware limited liability
company, a subsidiary of the Company ("LLC").

         WHEREAS, the Boards of Directors of the Company, SFSI, STSI, BFS and
BTI have approved the proposed mergers, on the terms and conditions set forth in
this Agreement, of BFS and BTI with and into SFSI and STSI, respectively
(collectively, the "Merger") in accordance with the terms set forth in the Plans
of Merger in the form attached hereto as Exhibits A-l and A-2 (the "Plans of
Merger"), which states, among other things, the manner and basis of converting
the issued and outstanding shares of BFS and BTI Common Stock, without par value
("BFS and BTI Common Stock"), into shares of Company common stock, cash and
promissory notes to be issued by the Company;

         WHEREAS, the parties' obligations under this Agreement are conditioned
upon the Merger becoming effective under the laws of the States of Delaware and
Indiana.

         NOW THEREFORE, in consideration of the representations, warranties,
covenants and agreements herein contained in this Agreement, the legal
sufficiency of which is hereby acknowledged, the parties agree as follows:

                                   ARTICLE 1

                         THE MERGER AND REORGANIZATION

         1.1      The Merger. Subject to the terms and conditions of this
                  Agreement and the Plans of Merger, BFS and BTI shall be merged
                  with and into SFSI and STSI so that BFS and BTI shall become
                  wholly owned subsidiaries of the Company, and SFSI and STSI
                  shall be the surviving corporations in the Merger (sometimes
                  referred to as the "Surviving Corporations") and SFSI and STSI
                  shall continue their corporate existence under the laws of the
                  State of Delaware. The Merger shall be consummated when
                  properly executed and certified copies of the Plans of Merger
                  are filed in accordance with the General Corporation Law of
                  the State of Delaware and the Indiana Business Corporation Law
                  with the Secretaries of State of the States of Delaware and
                  Indiana (the date and time of such filings is the "Effective
                  Time"). From and after the Effective Time, the Surviving
                  Corporation in each merger shall possess all of the rights,
                  privileges, powers and franchises of a public as well as of a
                  private nature, and be

<PAGE>

                  subject to all the restrictions, disabilities and duties, of
                  each of the parties to the Merger, all as set forth in the
                  General Corporation Law of the State of Delaware.

         1.2      Conversion of Shares into Company Shares and Notes. Upon
                  effectiveness of the Merger, by virtue of the Merger and
                  without any further action on the part of any of the Company,
                  SFSI, STSI or the Shareholders, all of the outstanding shares
                  of BFS and BTI Common Stock shall be exchanged for and
                  converted into (a) 458,716 shares of Company Common Stock
                  ("Shares"), (b) a $1,266,420.00 Promissory Note of the Company
                  in the form attached as Exhibit B ("Note") and (3) the cash
                  amount of $800,000. The Note will be secured pursuant to the
                  terms of a Security Agreement in the form attached as Exhibit
                  C ("Security Agreement"). The Shares shall be subject to the
                  transfer restrictions provided under Sections 3.1(c) and 6.7
                  and held in escrow pursuant to the Pledge and Escrow Agreement
                  to be entered into substantially in the form attached as
                  Exhibit D. The Note shall be subject to set-off as provided
                  below. All outstanding shares of BFS and BTI Common Stock will
                  be cancelled in the Merger. Fractional shares will be rounded
                  to the nearest whole number in an effort to equitably account
                  for otherwise fractional shares. No fractional shares or cash
                  in lieu of fractional shares will be issued.

         1.3      Tax-free Reorganization. The parties intend that the Merger
                  shall constitute a tax- free reorganization within the meaning
                  of Section 368(a)(l)(A) and Section 368(a)(2)(D) of the
                  Internal Revenue Code of 1986, as amended (the "Code").

         1.4      Exchange or Consideration. On the Closing Date, the
                  Shareholders shall surrender all certificates representing BFS
                  and BTI Common Stock, and the Shareholders shall then be
                  entitled to receive the cash payment of $800,000, the number
                  of shares of Company Common Stock provided for in Section
                  1.2(a) above and the Note provided in 1.2(b) above. The Shares
                  of Company Common Stock will be delivered by the transfer
                  agent for Company to Barnes & Thornburg, acting as escrow
                  agent, pursuant to the Pledge and Escrow Agreement as soon as
                  practical after the Closing Date, but in no event later than
                  the fifth (5th) business day after the Closing.

         1.5      Closing. Subject to the provisions of this Agreement, the
                  closing (the "Closing") of the transactions contemplated by
                  this Agreement shall take place at the offices of Proskauer
                  Rose LLP, 1585 Broadway, New York, New York 10036, on or
                  before December 17, 2001 at 10:00 a.m. (the "Closing Date"),
                  or at such other time, place or date as the Company and the
                  Shareholders may mutually agree; provided however, that if a
                  condition to the Closing set forth in Article 7 or elsewhere
                  herein shall not have been fulfilled or waived at that time,
                  any party entitled to the benefits of the condition may
                  postpone the Closing by notice to the other parties until the
                  condition or conditions shall have been met or waived, except
                  that in no event shall the Closing occur after December 31,
                  2001 without the written agreement of all parties.
                  Concurrently with the Closing, the Plans of Merger shall be
                  filed with the Secretaries of State of the States of Delaware
                  and Indiana. Closing shall be conditioned upon effectiveness
                  of the Merger in such States.

         1.6      Certificate of Incorporation and By-Laws of the Surviving
                  Corporation. The Certificates of Incorporation and By-Laws of
                  SFSI and STSI (when formed), as in effect immediately prior to
                  the effective time, shall be the Certificates of Incorporation
                  and By-Laws of the Surviving Corporations, until thereafter
                  changed or amended as provided therein or by law.

         1.7      Board of Directors and Officers. The directors and officers of
                  SFSI and STSI (when formed) immediately prior to the Merger
                  shall be the initial directors and officers of the Surviving
                  Corporations, each of such directors and officers to hold
                  office, subject to the applicable provisions of the
                  Certificates of Incorporation and By-Laws of the Surviving
                  Corporations, until their successors are duly elected and
                  qualified, or their earlier death, resignation or removal. The
                  Surviving Corporations may add such additional officers and
                  directors on or after the Closing Date as they shall see fit.

<PAGE>

         1.8      Treatment of Stock Options and Warrants. Immediately prior to
                  the effective time of the Merger, each outstanding debt
                  obligation convertible into shares, option or warrant to
                  purchase shares of BFS or BTI capital stock, if any, whether
                  vested or unvested, will be cancelled as of the effective time
                  of the Merger and releases in form and substance satisfactory
                  to the Company and its counsel will be executed by each such
                  option or warrant holder.

                                   ARTICLE 2

                 REPRESENTATIONS AND WARRANTIES OF BFS AND BTI
                              AND THE SHAREHOLDERS

         2.1.     Representations and Warranties. As an inducement to the
                  Company to enter into and perform its obligations under this
                  Agreement, BFS, BTI and the Shareholders, jointly and
                  severally, represent and warrant to the Company and SFSI as
                  follows:

                  (a)      Organization. BFS and BTI are corporations duly
                           organized and validly existing under the laws of the
                           State of Indiana, and each has the requisite
                           corporate power to carry on its respective business
                           as now conducted, to own, operate or lease the
                           properties and assets its currently owns, operates or
                           holds under lease.

                  (b)      Capitalization. The authorized capital stock of BFS
                           consists of 1,000 shares of BFS common stock, of
                           which 100 shares are issued and outstanding. There
                           are no shares of BFS preferred stock authorized,
                           issued or outstanding. All of the issued and
                           outstanding shares of BFS common stock are duly
                           authorized, validly issued, fully paid, nonassessable
                           and free of preemptive rights. The authorized capital
                           stock of BTI consists of 1,000 shares of BTI common
                           stock, of which 100 shares are issued and
                           outstanding. There are no shares of BTI preferred
                           stock authorized, issued or outstanding. All of the
                           issued and outstanding shares of BTI common stock are
                           duly authorized, validly issued, fully paid,
                           nonassessable and free of preemptive rights. Except
                           as set forth on Schedule 2.1(b) (Beasley Options and
                           Equity Rights), there are no outstanding or
                           authorized options, rights, warrants, calls,
                           convertible securities or debt obligations, rights to
                           subscribe, conversion rights or other agreements or
                           commitments to which BFS, BTI or the Shareholders is
                           a party or which are binding upon BFS, BTI or the
                           Shareholders providing for the issuance or transfer
                           by BFS, BTI, or the Shareholders of additional shares
                           of its capital stock, and none of BFS, BTI or the
                           Shareholders has reserved any shares of its capital
                           stock for issuance or transfer, nor are there any
                           outstanding stock option rights, phantom equity or
                           similar rights, contracts, arrangements or
                           commitments. There are no voting trusts or any other
                           agreements or understandings with respect to voting
                           capital stock of BFS or BTI.

                  (c)      Certain Corporate Matters. Each of BFS and BTI is
                           duly licensed or qualified to do business as a
                           foreign corporation and is in good standing in each
                           jurisdiction, as set forth on Schedule 2.1(c)
                           (Foreign Corporation Qualification-Beasley), in which
                           the ownership of its properties, the employment of
                           its personnel or the conduct of its business requires
                           it to be so qualified, except where such failure
                           would not have a material adverse effect on either
                           BFS's or BTI's financial condition, results of
                           operations or business. Each of BFS and BTI has full
                           corporate power and authority and has obtained all
                           authorizations, licenses and permits necessary to
                           carry on the business in which it is engaged and to
                           own and use the properties owned and used by it. When
                           used in this Agreement, "material adverse effect"
                           means, when used in connection with BFS, BTI or the
                           Company, as the case may be, any state of facts,
                           change, event, condition, matter, effect or

<PAGE>

                           occurrence that is or is reasonably likely to be
                           materially adverse to the business, condition
                           (financial or otherwise), properties, assets,
                           liabilities, earnings, capitalization, shareholders'
                           equity, operations or prospects of such party and its
                           subsidiaries, taken as a whole, as the case may be;
                           provided, however, that any state of facts, change,
                           effect or occurrence relating to the economy in
                           general or such entity's industry in general and not
                           specifically relating to such entity shall not be
                           taken into account in determining whether there has
                           been or would be a "material adverse effect" on or
                           with respect to such entity. "Materially adverse"
                           with respect to BFS and BTI means any such state of
                           facts, change, event, condition, matter, effect, or
                           occurrence or any related set of similar such states
                           of facts, changes, events, conditions, matters,
                           effects or occurrences of a magnitude affecting BFS
                           or BTI in an aggregate amount of $50,000 or greater.

                  (d)      Authority Relative to this Agreement. Except for any
                           required filing, permit, authorization, consent or
                           approval set forth on Schedule 2.1(d) (Required
                           Corporate Approvals-Beasley), each of BFS, BTI and
                           the Shareholders has the requisite individual or
                           corporate power and authority to enter into this
                           Agreement and to carry out its or their obligations
                           hereunder. The execution, delivery and performance of
                           this Agreement by each of BFS, BTI and the
                           Shareholders, and the consummation by BFS, BTI and
                           the Shareholders of the transactions contemplated
                           hereby have been duly authorized by them and, where
                           applicable, their respective Board of Directors by
                           all necessary actions and proceedings and no other
                           actions on the part of BFS, BTI or the Shareholders
                           are necessary to authorize this Agreement or the
                           transactions described in this Agreement. This
                           Agreement has been duly and validly executed and
                           delivered by BFS, BTI, and the Shareholders and
                           constitutes a valid and binding agreement of BFS,
                           BTI, and the Shareholders, enforceable against each
                           of them in accordance with its terms, except as such
                           enforcement may be limited by bankruptcy, insolvency
                           or other similar laws affecting the enforcement of
                           creditors' rights generally or by general principles
                           of equity.

                  (e)      Consents and Approvals; No Violations. Except as set
                           forth on Schedule 2.1(e) (Third Party
                           Consents-Beasley) and except for applicable
                           requirements of federal securities laws and state
                           securities or blue sky laws, no filing with, and no
                           permit, authorization, consent or approval of, any
                           third party, public body or authority is necessary
                           for the consummation by BFS, BTI or the Shareholders
                           of the transactions described in this Agreement.
                           Neither the execution and delivery of this Agreement
                           by BFS, BTI or the Shareholders nor the consummation
                           by BFS, BTI or the Shareholders of the transactions
                           described herein, nor compliance by BFS, BTI or the
                           Shareholders with any of the provisions hereof, will
                           (a) conflict with or result in any breach of any
                           provisions of the Articles of Incorporation or Bylaws
                           of BFS or BTI, (b) (i) conflict with or result in a
                           violation or breach of, (ii) constitute (with or
                           without notice or lapse of time or both) a default
                           under, (iii) require BFS, BTI or the Shareholders to
                           obtain any consent, approval or action of, make any
                           filing with or give any notice (other than those that
                           have been obtained or given) to any third party as a
                           result or under the terms of, (iv) result in or give
                           to any third party any right of termination,
                           cancellation, acceleration or modification in or with
                           respect to, (A) result in or give to any third party
                           any additional rights or entitlement to increased,
                           additional, accelerated or guaranteed payments under
                           or (B) result in the creation or imposition of any
                           Lien upon BFS, BTI or the Shareholders or any of
                           their respective affiliates or their respective
                           assets and properties under, any contract, license,
                           permit, franchise or other agreement or instrument to
                           which BFS, BTI or the Shareholders is a party or by
                           which any of its assets or properties is bound, or
                           that would prevent the consummation of the
                           transactions contemplated thereby under, any of the
                           terms, conditions or provisions of any

<PAGE>

                           note, bond, mortgage, indenture, license, contract,
                           agreement or other instrument or obligation to which
                           the Shareholders, BFS, BTI or any of their respective
                           Subsidiaries or affiliates of any of them, is a party
                           or by which any of them or their properties or assets
                           may be bound or (c) violate any order, writ,
                           injunction, decree, statute, rule or regulation
                           applicable to BFS, BTI or any of their respective
                           Subsidiaries, if any, and the Shareholders or any of
                           their properties or assets, except in the case of
                           clauses (b) and (c) for violations, breaches or
                           defaults which are not in the aggregate materially
                           adverse to BFS, BTI and their respective
                           Subsidiaries, if any.

                           "Lien" shall mean (i) any encumbrance, mortgage,
                           pledge, lien, charge or other security interest of
                           any kind (including any conditional sale or other
                           title retention agreement, any lease in the nature
                           thereof and the filing of any financing statement
                           under the Uniform Commercial Code in any jurisdiction
                           in connection with the creation of a security
                           interest) upon any property or assets of any
                           character, or upon the income, profits or proceeds
                           therefrom; (ii) any acquisition of or agreement to
                           have an option to acquire any property or assets upon
                           a conditional sale or other title retention
                           agreement, device or arrangement (including a
                           capitalized lease); or (iii) any sale, assignment,
                           pledge or other transfer for security of any
                           accounts, general intangibles or chattel paper, with
                           or without recourse; provided that "Lien" shall not
                           include any Lien arising out of this Agreement.

                  (f)      Subsidiaries and Equity Investments.

                           (1)      Schedule 2.1(f) (Subsidiaries-Beasley) sets
                                    forth (i) the name of each corporation of
                                    which BFS or BTI owns, directly or
                                    indirectly, shares of capital stock
                                    (collectively, "Subsidiaries" and
                                    individually, "Subsidiary"); (ii) the name
                                    of each corporation, partnership, joint
                                    venture or other entity (other than the
                                    Subsidiaries) in which BFS or BTI has, or
                                    pursuant to any agreement has the right to
                                    acquire at any time by any means, directly
                                    or indirectly, an equity interest or
                                    investment; (iii) in the case of each of
                                    such corporations described hi clauses (i)
                                    and (ii) above, (A) the jurisdiction of
                                    incorporation, (B) the capitalization
                                    thereof and the percentage of each class of
                                    capital voting stock owned by BFS or BTI,
                                    (C) a description of any contractual
                                    limitations on the holder's ability to vote
                                    or alienate such securities, (D) a
                                    description of any outstanding options or
                                    other rights to acquire securities of or
                                    interest in such corporation, and (E) a
                                    description of any other contractual
                                    obligation or impediment which would
                                    materially limit or impair any of BFS's or
                                    BTI's ownership of such entity or interest
                                    or its ability effectively to exercise the
                                    full rights of ownership of such entity or
                                    interest; and (iv) in the case of each of
                                    such unincorporated entities, information
                                    substantially equivalent to that provided
                                    pursuant to clause (iii) above with regard
                                    to corporate entities.

                           (2)      Each Subsidiary is a corporation duly
                                    organized and validly existing under the
                                    laws of its jurisdiction of incorporation
                                    and has all requisite corporate power and
                                    authority to own its properties and assets
                                    and to conduct its business as now
                                    conducted. Each Subsidiary is duly qualified
                                    to do business as a foreign corporation in
                                    every jurisdiction in which the character of
                                    the properties owned or leased by it or the
                                    nature of the business conducted by it makes
                                    such qualification necessary, except where
                                    such failure would not have a material
                                    adverse effect on the Subsidiary's financial
                                    condition, results of operation or business.
                                    Each Subsidiary is duly qualified to do
                                    business in good standing in each
                                    jurisdiction where the nature of the

<PAGE>

                                    business conducted by BFS or BTI or the
                                    ownership or leasing of their-respective
                                    properties makes such qualification and
                                    being in good standing necessary, except
                                    where the failure to be so qualified and in
                                    good standing will not have a material
                                    adverse effect on the business, operations,
                                    properties, assets, condition or results of
                                    operation of BFS or BTI. All the outstanding
                                    shares of capital stock of each Subsidiary
                                    owned by BFS or BTI have been duly
                                    authorized and validly issued, are fully
                                    paid and nonassessable, and are owned of
                                    record and beneficially, directly or
                                    indirectly, by BFS or BTI, free and clear of
                                    any Liens, or other legal or equitable
                                    encumbrances, limitations or restrictions.
                                    There are no outstanding options, warrants,
                                    agreements, conversion rights, preemptive
                                    rights or other rights to subscribe for,
                                    purchase or otherwise acquire any issued or
                                    unissued shares of capital stock of any
                                    Subsidiary.

                  (g)      Financial Statements. Attached hereto as Schedule
                           2.1(g)(i)-(iv) (BFS/BTI Financial Statements) for BFS
                           and BTI, respectively, are balance sheets at December
                           31, 2000 (reviewed) and June 30, 2001 (compiled) and
                           September 30, 2001 (compiled) and related statements
                           of income, changes in stockholders' equity, and cash
                           flows for the period ended December 31, 2000, June
                           30, 2001 and September 30, 2001 (compiled) (the "BKD
                           Financial Statements"). Except as described in
                           Schedule 2.1(g), the BKD Financial Statements were
                           prepared in accordance with generally accepted
                           accounting principles ("US GAAP") applied on a
                           consistent basis with prior periods and, present
                           fairly, in all material aspects, the financial
                           position, results of operations and changes in
                           financial position of BFS and BTI as of such dates.
                           The Shareholders undertake to provide to the Company,
                           at the Company's cost, audited financial statements
                           of both BFS and BTI for the two most recently ended
                           fiscal years within 60 days of the Closing Date,
                           prepared in accordance with US GAAP.

                           There is no Indebtedness (as defined in Section 2.1
                           (h) (6)) or other liabilities or obligations of BFS
                           or BTI, whether absolute, accrued, contingent or
                           otherwise, that are required in accordance with US
                           GAAP to be, but are not, fully reflected or reserved
                           against in the BKD Financial Statements or in notes
                           thereto, except for liabilities that may have arisen
                           in the ordinary and usual course of business and
                           consistent with past practices since September 30,
                           2001 or which are disclosed in Schedule 2.1(g)(i),
                           (ii) and (iii)

                           Set forth on Schedule 2.1(g)(iv) is an unaudited
                           balance sheet, income statement and cash flows
                           ("BFS/BTI Financials") for the period ended October
                           31, 2001. The BFS/BTI Financials were prepared in the
                           same manner as warranted in respect to the BKD
                           Financial Statements and there are no changes therein
                           as of the date hereof.

                  (h)      Absence of Certain Changes or Events. Except as
                           disclosed in Schedule 2.1(h) (Absence of
                           Changes-Beasley) and except for entering into this
                           Agreement and consummating the transactions
                           contemplated hereby and thereby, since September 30,
                           2001, none of the following has occurred and neither
                           BTI, BFS nor the Shareholders has, whether or not in
                           the ordinary course of business, done any of the
                           following:

                           (1)      issued any Capital Securities or other
                                    equity interest or any rights, options,
                                    warrants or convertible securities with
                                    respect thereto or split, combined or
                                    reclassified any Capital Securities or in
                                    the case of the Shareholders with respect to
                                    the shares of BTI or BFS. Capital Securities
                                    shall mean, as to any corporation, the
                                    authorized shares of such corporation's
                                    equity, including all classes of common,
                                    preferred, voting and non-voting equity, any
                                    non-equity securities that are convertible
                                    into common shares and any rights to
                                    purchase such shares of Capital Securities,
                                    including, warrants, options, participations
                                    or other equivalents of or interests therein
                                    (however designated), and, as to any person
                                    that is not a corporation or an individual,
                                    the

<PAGE>

                                    ownership interests in such person,
                                    including, without limitation, the right to
                                    share in profits and losses, the right to
                                    receive distributions of cash and property
                                    and the right to receive allocations of
                                    items of income, gain, loss, deduction and
                                    credit and similar items from such person,
                                    whether or not such interests include voting
                                    or similar rights entitling the holder
                                    thereof to exercise control over such person
                                    and any rights to purchase such shares of
                                    Capital Securities, including, convertible
                                    securities, warrants, options,
                                    participations or other equivalents thereof
                                    or interests therein (however designated).

                           (2)      declared, set aside, paid to a reserve fund
                                    or made any payment or distribution of cash
                                    or other property to its equity holders or
                                    owners with respect to any class of its
                                    Capital Securities or purchased or redeemed
                                    any shares of its Capital Securities or
                                    otherwise, other than distributions to
                                    Shareholders as described in Schedule
                                    2.1(h);

                           (3)      made any increases in the base compensation,
                                    bonuses, paid vacation time allowed or
                                    fringe benefits for its managers, directors,
                                    officers, partners, employees or
                                    consultants;

                           (4)      suffered any taking by eminent domain or
                                    condemnation, damage, destruction or other
                                    casualty loss, or forfeiture of, any
                                    property or assets, whether or not covered
                                    by insurance, which has had or may
                                    reasonably be expected to have a material
                                    adverse effect, as defined in this
                                    Agreement;

                           (5)      made any capital expenditures, additions or
                                    improvements or commitments for the same in
                                    excess of US$ 10,000 individually or in the
                                    aggregate;

                           (6)      entered into any contract, commitment or
                                    agreement under which it has outstanding
                                    Indebtedness or for the deferred purchase
                                    price of property in excess of US$10,000 or
                                    has the right or obligation to incur any
                                    such Indebtedness or obligation, or made any
                                    loan or advance to any person other than
                                    advances to employees for business expenses
                                    not exceeding US$10,000 in the aggregate.
                                    Indebtedness shall mean, all obligations
                                    with respect to borrowed money, contingent
                                    and otherwise, which, in accordance with US
                                    GAAP, should be classified on the obligor's
                                    balance sheet as liabilities, or to which
                                    reference should be made by footnotes
                                    thereto, including without limitation, in
                                    any event and whether or not so classified
                                    (i) all debt and similar monetary
                                    obligations, whether direct or indirect;
                                    (ii) all liabilities secured by any
                                    mortgage, pledge, security interest, lien,
                                    charge or other encumbrance existing on
                                    property owned or acquired subject thereto,
                                    whether or not the liability secured thereby
                                    shall have been assumed; (iii) all
                                    guaranties, endorsements and other
                                    contingent obligations whether direct or
                                    indirect in respect of Indebtedness or
                                    performance of others, including any
                                    obligation to supply funds to or in any
                                    manner to invest in, directly or indirectly,
                                    the debtor, to purchase Indebtedness, or to
                                    assure the owner of Indebtedness against
                                    loss, through an agreement to purchase
                                    goods, supplies or services for the purpose
                                    of enabling the debtor to make payment of
                                    the Indebtedness held by such owner or
                                    otherwise; and (iv) obligations to reimburse
                                    issuers of any letters of credit.

                           (7)      paid any bonuses, deferred or otherwise, or
                                    deferred any compensation to any of its
                                    managers, directors, members, officers,
                                    partners or employees;

                           (8)      made any material change in accounting
                                    procedures, policies or practices;

                           (9)      mortgaged or pledged any of its properties
                                    or assets, tangible or intangible, or
                                    subjected them to any Lien, as defined in
                                    this Agreement, except Liens for current
                                    property taxes not yet due and payable and
                                    Liens on personal property created in
                                    connection with equipment leases,
                                    installment purchase contracts, conditional
                                    sales

<PAGE>

                                    contracts, purchase money mortgages and the
                                    like to secure Indebtedness incurred to
                                    acquire property;

                           (10)     other than in the ordinary course of
                                    business, entered into any agreement or
                                    arrangement granting any rights to purchase
                                    or lease any of its assets, properties or
                                    rights or requiring the consent of any
                                    Person to the transfer, assignment or lease
                                    of any such assets, properties or rights;

                           (11)     sustained any labor dispute or stoppage that
                                    could have a material adverse effect;

                           (12)     other than in the ordinary course of
                                    business, sold, assigned or transferred any
                                    of its tangible or intangible properties or
                                    assets, or canceled, waived or compromised
                                    any debts or claims or entered into any
                                    agreement or understanding to do any of the
                                    foregoing;

                           (13)     entered into any transaction, or any
                                    amendment, whether written or oral, of any
                                    contract, lease, agreement or license or
                                    entered into any agreement or understanding
                                    to do any of the foregoing involving in each
                                    case an amount in excess of US$10,000 other
                                    than transactions entered into in the
                                    ordinary course of business;

                           (14)     amended the articles of incorporation or
                                    by-laws (or other comparable corporate
                                    charter documents) of any of its
                                    Subsidiaries; or

                           (15)     suffered any material loss to any of its
                                    assets.

                  (i)      Tax Matters. BFS, BTI and each Subsidiary has filed
                           all Tax Returns which it is required to file under
                           applicable laws; all such Tax Returns are true and
                           accurate and have been prepared in compliance with
                           all applicable laws; BFS and BTI have paid all Taxes
                           due and owing by each of them or any Subsidiary
                           (whether or not such Taxes are required to be shown
                           on a Tax Return) and have withheld and paid over to
                           the appropriate taxing authorities all Taxes which it
                           is required to withhold from amounts paid or owing to
                           any employee, stockholder, creditor or other third
                           parties; and since June 30, 2001, the charges,
                           accruals and reserves for Taxes with respect to BFS
                           and BTI (including any provisions for deferred income
                           taxes) reflected on their books are adequate to cover
                           any Tax liabilities if its current tax year were
                           treated as ending on the date hereof.

                           No claim has been made by any federal, state, county,
                           local, or foreign taxing authority in a jurisdiction
                           where any of BTI and BFS does not file Tax Returns
                           that BTI and BFS or any subsidiary is or may be
                           subject to taxation by that jurisdiction. There are
                           no foreign, federal, state, county or local tax
                           audits or administrative or judicial proceedings
                           pending or being conducted with respect to BTI, BFS
                           or any Subsidiary; no information related to Tax
                           matters has been requested by any foreign, federal,
                           state, county or local taxing authority; and, except
                           as disclosed above, no written notice indicating an
                           intent to open an audit or other review has been
                           received by BTI, BFS or any Subsidiary from any
                           foreign, federal, state, county or local taxing
                           authority. There are no material unresolved questions
                           or claims concerning the Tax liability of BFS or BTI.
                           Neither BTI nor BFS (A) has executed or entered into
                           a closing agreement pursuant to ss.7121 of the
                           Internal Revenue Code of 1986, as amended (the
                           "Code") or any predecessor provision thereof or any
                           similar provision of state, local or foreign law; or
                           (B) has agreed to or is required to make any
                           adjustments pursuant to ss.481(a) of the Internal
                           Revenue Code or any similar provision of state, local
                           or foreign law by reason of a change in accounting
                           method initiated by BTI, BFS or any of its
                           Subsidiaries or has any knowledge that the IRS has
                           proposed any such adjustment or change in accounting
                           method, or has any application pending with any
                           taxing authority requesting permission for any
                           changes in accounting methods that relate to their
                           business or operations. Neither BTI nor BFS has been
                           a

<PAGE>

                           United States real property holding corporation
                           within the meaning of ss.897(c)(2) of the Code during
                           the applicable period specified in ss.
                           897(c)(l)(A)(ii) of the Code.

                           BTI and BFS have not made an election under ss.
                           341(f) of the Code and are not liable for the Taxes
                           of another person that is not a subsidiary of any of
                           them (A) under Treas. Reg. ss. 1.1502-6 (or
                           comparable provisions of state, local or foreign
                           law), (B) as a transferee or successor, (C) by
                           contract or indemnity or (D) otherwise. Neither BTI
                           nor BFS is a party to any tax sharing agreement.
                           Neither BTI nor BFS has made any payments, is
                           obligated to make payments or is a party to an
                           agreement that could obligate it to make any payments
                           that would not be deductible under ss. 280G of the
                           Code.

                           For purposes of this Section 2.01(i): "Tax" or
                           "Taxes" means federal, state, county, local, foreign,
                           or other income, gross receipts, ad valorem,
                           franchise, profits, sales or use, transfer,
                           registration, excise, utility, environmental,
                           communications, real or personal property, capital
                           stock, license, payroll, wage or other withholding,
                           employment, social security, severance, stamp,
                           occupation, alternative or add-on minimum, estimated
                           and other taxes of any kind whatsoever (including,
                           without limitation, deficiencies, penalties,
                           additions to tax, and interest attributable thereto)
                           whether disputed or not: and "Tax Return" means any
                           federal, state, foreign, county or local return,
                           information report or filing with respect to Taxes,
                           including any schedules attached thereto and
                           including any amendment thereof.

                  (j)      Absence of Undisclosed Liabilities. Except as set
                           forth on Schedule 2.1(j) (Undisclosed
                           Liabilities-Beasley) neither BFS nor BTI has any
                           material (more than $10,000) indebtedness or
                           liability, absolute or contingent, known or unknown,
                           which is not shown or provided for on the BKD
                           Financial Statements or BFS/BTI Financials other than
                           liabilities incurred or accrued in the ordinary
                           course of business since September 30, 2001.

                  (k)      Interests in Real Property. Neither BFS nor BTI own
                           real property. Any real property and buildings held
                           under lease (all of which are listed on Schedule
                           2.1(k)) by BFS or BTI as tenant are held by them
                           under valid, subsisting and enforceable leases with
                           such exceptions which do not interfere with the use
                           made and intended to be made of such property and
                           buildings by BFS or BTI.

                  (1)      Personal Property. BFS and BTI own all Personal
                           Property (including properties that may be deemed to
                           be a mix of personal property and real property,
                           (collectively, "Beasley Personal Property") purported
                           to be owned by them as of the date hereof, in each
                           case free and clear of all Liens, except for those
                           Liens described in Schedule 2.1(1) (Personal Property
                           Liens-Beasley). As of the date of the BFS/BTI
                           Financials, the only assets or liabilities of BFS or
                           BTI of any kind or nature are reflected on the
                           BFS/BTI Financials.

                  (m)      Licenses, Permits and Governmental Approvals. BFS and
                           BTI own all licenses, permits, franchises,
                           authorizations and approvals issued or granted to BFS
                           and BTI by any federal, state or local government, or
                           any department, agency, board, commission, bureau or
                           instrumentality of any of the foregoing necessary for
                           the present conduct of their business, without any
                           known conflict with the rights of others which, or
                           the failure to obtain which, as the case may be,
                           would result in a material adverse effect on BFS or
                           BTI ("Beasley License(s) and Permit(s)"), and all
                           pending applications therefore. Each Beasley License
                           and Permit is valid and in full force and effect,
                           and, to BFS's and BTI's knowledge after due inquiry,
                           is not subject to any pending or threatened
                           administrative or judicial proceeding to revoke,
                           cancel, suspend or declare such License and Permit
                           invalid in any respect. Schedule 2.1(m) ---------
                           (Licenses and Permits-Beasley) lists the material
                           Beasley License(s) and Permit(s).

<PAGE>

                  (n)      Compliance with Law, The operations of each of BFS
                           and BTI are being conducted in accordance with all
                           applicable laws, regulations, orders and other
                           requirements of all courts and other governmental or
                           regulatory authorities having jurisdiction over each
                           of BFS and BTI and their respective assets,
                           properties and operations, including, without
                           limitation, all such laws, regulations, orders and
                           requirements promulgated by or relating to consumer
                           protection, equal opportunity, health, environmental
                           protection, architectural barriers to the
                           handicapped, fire, zoning and building and occupation
                           safety.

                  (o)      Litigation. Except as set forth on Schedule 2.1(o)
                           (Claims-Beasley), there are no claims, actions,
                           suits, proceedings, labor disputes or investigations
                           pending or, to BFS's and BTI's best knowledge after
                           due inquiry, threatened before any federal, state or
                           local court or governmental or regulatory authority,
                           domestic or foreign, or before any arbitrator of any
                           nature, brought by or against BFS or BTI or any of
                           their respective officers, directors, employees,
                           agents or affiliates involving, affecting or relating
                           to any assets, properties or operations of BFS or BTI
                           or the transactions contemplated by this Agreement.
                           Schedule 2.1(o) sets forth a list and a summary
                           description of all such pending actions, suits,
                           proceedings, disputes or investigations. Neither BFS
                           nor BTI or any of their respective assets or
                           properties is subject to any order, writ, judgment,
                           award, injunction or decree of any country, judicial,
                           state or local court or governmental or regulatory
                           authority or arbitrator, which would interfere with
                           the transactions contemplated by this Agreement.

                  (p)      Contracts. Schedule 2.1(p) (Material
                           Contracts-Beasley) sets forth a true and complete
                           list of all material contracts, agreements and other
                           instruments to which each of BFS and BTI is a party
                           or otherwise relating to or affecting any of their
                           respective assets, properties or operations,
                           including, without limitation, all written or oral,
                           express or implied, material, (a) contracts,
                           agreements and commitments not made in the ordinary
                           course of business; (b) purchase and supply
                           contracts; (c) contracts, loan agreements, repurchase
                           agreements, mortgages, security agreements, trust
                           indentures, promissory notes and other documents or
                           arrangements relating to the borrowing of money or
                           for lines of credit; (d) leases and subleases of real
                           or personal property; (e) agreements and other
                           arrangements for the sale of any assets other than in
                           the ordinary course of business or for the grant of
                           any options or preferential rights to purchase any
                           assets, property or rights; (f) contracts or
                           commitments limiting or restraining BFS or BTI from
                           engaging or competing in any lines of business or
                           with any person, firm, or corporation; (g)
                           partnership or joint venture agreements or
                           acquisition agreements; (h) licensing agreements; (i)
                           all contracts, agreements and commitments that
                           involve minimum payments by either BFS or BTI of more
                           than US$25,000 per annum or involve minimum payments
                           to BFS or BTI of more than US$25,000 per annum; (j)
                           all written or oral contracts or agreements of
                           employment with any officer, consultant, manager,
                           director or employee that is not terminable at will
                           by BFS or BTI or any Subsidiary; and (k) all
                           amendments, modifications, extensions or renewals of
                           any of the foregoing (the foregoing contracts,
                           agreements and documents are hereinafter referred to
                           collectively as the "Commitments" and individually as
                           a "Commitment". Each Commitment is valid, binding and
                           enforceable against the parties thereto in accordance
                           with its terms, and in full force and effect on the
                           date hereof.

                  (q)      Employee Plans. Except as set forth in Schedule
                           2.1(q) (Employee Plans), there is no Employee Benefit
                           Plan and no such Employee Benefit Plan has been
                           maintained or operated during the past three years.
                           Neither BTI, BFS nor any ERISA Affiliate nor any
                           Subsidiary maintains or contributes to, ever has
                           maintained or contributed to, any Guaranteed Pension
                           Plan. With respect to each Employee Plan set forth in
                           Schedule 2.1(q), to the extent applicable:

                           (1)      each Employee Plan has been maintained and
                                    operated in all material respects in
                                    compliance with its terms and with all
                                    applicable provisions, if any, of ERISA, the
                                    Code (including without limitation any
                                    provisions of the Code compliance with

<PAGE>

                                    which is necessary for any intended
                                    favorable tax treatment) and all applicable
                                    regulations, rulings and other authority
                                    issued thereunder, and all applicable laws,
                                    except such matter of non-compliance as
                                    would not cause a material adverse effect on
                                    either BFS's or BTI's financial condition,
                                    results of operations or business;

                           (2)      all contributions and payments required by
                                    law and the terms of such plan have been
                                    made under each such Employee Plan (without
                                    regard to any waivers granted under Section
                                    412 of the Code) to any fund or trust
                                    established thereunder or in connection
                                    therewith, and such contributions have been
                                    made by the due date thereof;

                           (3)      With respect to BFS and BTI, each Employee
                                    Plan intended to qualify under Section 401
                                    (a) of the Code is in the form of a master
                                    or prototype plan sponsored by a qualified
                                    financial institution, insurance company or
                                    broker-dealer, and no circumstances have
                                    occurred that would adversely affect the
                                    qualified status of any Employee Plan;

                           (4)      no Employee Plan that is an "employee
                                    welfare benefit plan" as defined in Section
                                    3(1) of ERISA provides for continuing
                                    benefits or coverage for any participant or
                                    beneficiary of a participant after such
                                    participant's termination of employment,
                                    except as required by applicable law;

                           (5)      neither BFS, BTI nor any ERISA Affiliate
                                    has, or at any time has had, any obligation
                                    to contribute to or any liability with
                                    respect to, any Multiemployer Plan;

                           (6)      there is no suit, action, dispute, claim,
                                    arbitration or legal, administrative or
                                    other proceeding or governmental
                                    investigation pending, or to the knowledge
                                    of BFS or BTI threatened, alleging any
                                    breach of the terms of any such Employee
                                    Plan or of any fiduciary duties thereunder
                                    or violation of any applicable law with
                                    respect to any such plan;

                           (7)      with respect to BFS and BTI, there has been
                                    no violation of Section 4980B of the Code or
                                    Sections 601 through 608 of ERISA with
                                    respect to any such Employee Plan that could
                                    result in any material liability;

                           (8)      all Employee Plans which provide medical,
                                    dental, health or long-term disability
                                    benefits are fully insured and claims for
                                    benefits with respect to any participant or
                                    covered dependent under such Employee Plan
                                    under Applicable Law could not result in any
                                    uninsured liability to BTI or BFS;

                           (9)      with respect to each Employee Plan, true,
                                    correct, and complete copies of the
                                    applicable following documents have been
                                    made available to the Company: (a) all
                                    current plan documents and related trust
                                    documents, and any amendment thereto; (b)
                                    Forms 5500, financial statements, and
                                    actuarial reports for the last three plan
                                    years and all other forms, statements and
                                    reports required for the last three plan
                                    years under applicable law; (c) summary plan
                                    descriptions and all summaries of material
                                    modifications; and (d) all written
                                    communications to employees relating to such
                                    plans; and

                           (10)     BTI and BFS has properly classified for all
                                    purposes (including, without limitation, for
                                    all Tax purposes and for purposes of
                                    determining eligibility to participate in
                                    any employee benefit plan) all employees,
                                    leased employees, consultants and
                                    independent contractors, and has withheld
                                    and paid all applicable Taxes and made all
                                    appropriate filings in connection with
                                    services provided by such persons to BTI or
                                    BFS.

<PAGE>

                           Without limiting any other provision of this section,
                           no event has occurred and no condition exists, with
                           respect to any Employee Plan, that has subjected or
                           could subject BTI or BFS or any of their subsidiaries
                           or any Employee Plan, to any tax, fine, penalty or
                           other liability (other than, in the case of BTI or
                           BFS a liability arising hi the normal course to make
                           contributions or payments, as applicable, when
                           ordinarily due under an Employee Plan with respect to
                           employees of BTI or BFS and their subsidiaries). No
                           event has occurred and no condition exists with
                           respect to any Employee Plan that could subject the
                           Company or any plan maintained by the Company
                           thereof, to any tax, fine, penalty or other liability
                           that would not have been incurred by the Company or
                           any of its Affiliates, or any Employee Plan, but for
                           the transactions contemplated hereby. No Employee
                           Plan or arrangement exists which could result in the
                           payment of money or any other property or rights, or
                           accelerate or provide any other rights or benefits,
                           to any current or former employee of BTI or BFS or
                           any of their subsidiaries that would not have been
                           required but for the transactions provided for
                           herein, and none of BTI or BFS or any of their
                           subsidiaries is a party to any plan, program,
                           arrangement or understanding that could in connection
                           with the transactions contemplated hereby, result,
                           separately or in the aggregate, in the payment
                           (whether in connection with any termination of
                           employment or otherwise) of any "excess parachute
                           payment" within the meaning of Section 280G of the
                           Code with respect to a current or former employee of,
                           or current or former independent contractor to, BTI
                           or BFS.

                  (r)      Insurance. Except as set forth on Schedule 2.1(r),
                           BFS and BTI presently maintain and have maintained in
                           effect since their formation all the insurance
                           policies required by applicable law or reasonably
                           appropriate, as determined by BFS or BTI in exercise
                           of reasonable business judgment, not inconsistent
                           with industry standards in the areas in which BFS and
                           BTI conduct business operations, in connection with
                           the operation of their business as presently
                           conducted. Schedule 2.1(r) (Insurance-Beasley) lists
                           the aggregate coverage amount and type and generally
                           applicable deductibles of all policies of title,
                           liability, fire, casualty, business interruption,
                           workers' compensation, disability and other forms of
                           insurance insuring the properties, assets and
                           operations of the business of each of BFS and BTI.
                           Except as set forth in Schedule 2.1(r), all such
                           policies and bonds are in full force and effect.
                           Except as set forth in Schedule 2.1(r), there is no
                           claim by either BFS or BTI pending under any of such
                           policies or bonds as to which coverage has been
                           questioned, denied or disputed by the underwriters of
                           such policies or bonds. Except as set forth on
                           Schedule 2.1(r), all insurance policies in force and
                           effect on the Closing Date shall inure to the benefit
                           of the Company.

                  (s)      Environmental Matters. BTI and BFS have complied and
                           are in compliance, in each case in all material
                           respects, with all Environmental, Health and Safety
                           Requirements related to BTI and BFS each of their
                           properties except for such matters of non-compliance
                           as would not cause a material adverse effect on
                           either BFS's or BTI's financial condition, results of
                           operations or business.

                           Without limiting the generality of the foregoing,
                           each of BTI and BFS has obtained, have complied, and
                           are in compliance with, in each case in all material
                           respects, all material permits, licenses and other
                           authorizations that are required pursuant to
                           Environmental, Health, and Safety Requirements for
                           the occupation of its facilities and the operation of
                           its business; a list of all such material permits,
                           licenses and other authorizations is set forth on
                           Schedule 2.1(s) relating to BTI and BFS each of their
                           properties.

                           Neither BTI nor BFS has ever received any written or
                           oral notice, report or other information regarding
                           any actual or alleged material violation of
                           Environmental, Health, and Safety Requirements, or
                           any material liabilities or potential material
                           liabilities (whether accrued, absolute, contingent,
                           unliquidated or otherwise), including any material
                           investigatory, remedial or corrective obligations,
                           relating to any of them or its facilities arising
                           under Environmental, Health, and Safety Requirements.

<PAGE>

                           Except as set forth on Schedule 2.1(s), to the
                           knowledge of BTI and BFS, none of the following
                           exists at any property or facility operated by BTI or
                           BFS: (1) underground storage tanks, (2) asbestos
                           containing material in any friable and damaged form
                           or condition, (3) materials or equipment containing
                           polychlorinated biphenyls, or (4) landfills, surface
                           impoundments, or disposal areas.

                           Neither BTI nor BFS and any of their respective
                           predecessors or affiliates neither has ever, treated,
                           stored, disposed of, arranged for or permitted the
                           disposal of, transported, handled, or released any
                           substance, including without limitation any hazardous
                           substance, or owned or operated any property or
                           facility (and no such property or facility is
                           contaminated by any such substance) in a manner that
                           has given or would give rise to material liabilities,
                           including any material liability for response costs,
                           corrective action costs, personal injury, property
                           damage, natural resources damages or attorney fees,
                           pursuant to the Comprehensive Environmental Response,
                           Compensation and Liability Act of 1980, as amended
                           ("CERCLA") or the Solid Waste Disposal Act, as
                           amended or any other Environmental, Health, and
                           Safety Requirements.

                           Neither this Agreement nor the consummation of the
                           transaction that is the subject of this Agreement
                           will result in any material obligations for site
                           investigation or cleanup, or notification to or
                           consent of government agencies or third parties,
                           pursuant to any of the so called "transaction
                           triggered" or "responsible property transfer"
                           Environmental, Health, and Safety Requirements.

                           For purposes of this Section 2.1(s):

                           "Environmental, Health, and Safety Requirements"
                           shall mean all federal, state, local and foreign
                           statutes, regulations, ordinances and similar
                           provisions having the force or effect of law, all
                           judicial and administrative orders and
                           determinations, and all common law concerning public
                           health and safety, worker health and safety, and
                           pollution or protection of the environment, including
                           without limitation all those relating to the
                           presence, use, production, generation, handling,
                           transportation, treatment, storage, disposal,
                           distribution, labeling, testing, processing,
                           discharge, release, threatened release, control, or
                           cleanup of any Hazardous Substance, noise or
                           radiation.

                           "Hazardous Substance" shall mean any substance
                           presently or hereafter listed, defined, designated or
                           classified as hazardous, toxic, radioactive, or
                           dangerous, or otherwise regulated, under any
                           Environmental, Health, and Safety Requirements.
                           Hazardous Substance includes any substance to which
                           exposure is regulated by any government authority or
                           any Environmental, Health and Safety requirements
                           including, without limitation, any toxic waste,
                           pollutant, contaminant, hazardous substance, toxic
                           substance, hazardous waste, special waste, industrial
                           substance or petroleum or any derivative or by
                           product thereof, radon, radioactive material,
                           asbestos or asbestos containing material, urea
                           formaldehyde foam insulation, lead or polychlorinated
                           biphenyls.

                  (t)      Labor Matters.

                           (i)      Except as set forth in Schedule 2.1(t)
                                    (Employment/Labor Agreements-Beasley):
                                    neither BFS nor BTI is a party to (1) any
                                    outstanding employment agreements or
                                    contracts with officers or employees that
                                    are not terminable at will, or that provide
                                    for the payment of any bonus or commission;
                                    (2) any agreement, policy or practice that
                                    requires either of them to pay termination
                                    or severance pay to salaried, non-exempt or
                                    hourly employees (other than as required by
                                    law); (3) any collective bargaining
                                    agreement or other labor union contract
                                    applicable to persons employed by either of
                                    them nor do either of them

<PAGE>

                                    know of any activities or proceedings of any
                                    labor union to organize any such employees.

                           (ii)     Except as set forth in Schedule 2.1(t) or
                                    for matters not having a material adverse
                                    effect on the operations or properties of
                                    BFS or BIT. (1) BFS and BTI are in
                                    compliance in all material respects with all
                                    applicable laws relating to employment and
                                    employment practices, wages, hours, and
                                    terms and conditions of employment; (2)
                                    there is no unfair labor practice charge or
                                    complaint pending or threatened; (3) there
                                    is no labor strike, material slowdown or
                                    material work stoppage or lock-out actually
                                    pending or, to the best knowledge of each of
                                    BFS and BTI after due inquiry, threatened
                                    against or affecting either of them, and
                                    none of BFS or BTI have experienced any
                                    strike, material slow down or material work
                                    stoppage, lock-out or other collective labor
                                    action by or with respect to employees of
                                    BFS or BTI since January 1, 2000 nor will
                                    there be any as of the Closing Date; (4)
                                    there is no question concerning
                                    representation which exists relating to the
                                    employees of BFS or BTI; (5) there are no
                                    charges with respect to or relating to BFS
                                    or BTI pending before the Equal Employment
                                    Opportunity Commission or any state, local
                                    or foreign agency responsible for the
                                    prevention of unlawful employment practices;
                                    (6) neither BFS nor BTI has received any
                                    formal notice from any federal, state, local
                                    or foreign agency responsible for the
                                    enforcement of labor or employment laws of
                                    an intention to conduct an investigation of
                                    BFS or BTI and no such investigation is in
                                    progress.

                  (u)      Intellectual Property. All of the trademarks,
                           trade-names, service marks, patents, copyrights or
                           any applications with respect thereto incorporating
                           or using the name "Beasley" or any stylized form
                           thereof used by BFS or BTI ("Intellectual
                           Property-Beasley") are owned by BFS and BTI,
                           respectively, free and clear of all Liens. Except as
                           set forth on Schedule 2.1(u)-------- (Intellectual
                           Property-Beasley), no Intellectual Property of BFS or
                           BTI has been licensed to any third party. To the best
                           of BFS's and BTI's knowledge, no third party has
                           interfered with, infringed upon, misappropriated, or
                           violated any material Intellectual Property rights of
                           BFS or BTI, respectively. Neither BFS nor BTI has any
                           knowledge of any claim that, or inquiry as to
                           whether, any of their respective products, activities
                           or operations infringes upon or involves, or has
                           resulted in the infringement of, any trademarks,
                           trade-names, service marks, patents, copyrights or
                           other proprietary rights of any other person,
                           corporation or other entity; and no proceedings have
                           been instituted, are pending or are threatened.

                  (v)      Brokers. None of the Shareholders, BFS or BTI has
                           incurred any obligation or liability, contingent or
                           otherwise, for brokers' or finders' fees or
                           commissions in connection with the transactions
                           contemplated by this Agreement.

                  (w)      Inventory. All inventory BFS and BTI has been
                           maintained in the ordinary course of the business and
                           is in a condition and with expiration dates that are
                           reasonable by industry standards in the areas in
                           which BFS and BTI conduct business operations.

                  (x)      S Corporations. BFS and BTI have been S Corporations
                           as defined in Section 1361 of the Code throughout
                           their existence and will maintain that status until
                           the Closing.

                  2.2      Disclosure. Neither this Agreement and the
                           representations and warranties contained in this
                           Article 2, nor the Schedules hereto and any
                           certificate attached hereto or delivered in
                           accordance with the terms hereby by or on behalf of
                           BFS and BTI in connection with the transactions
                           contemplated by this Agreement, contains any untrue
                           statement of a material fact or omits to state any
                           material fact known or reasonably discoverable with
                           exercise of reasonable business diligence required to
                           be stated therein or necessary to make the statements
                           contained herein and/or therein not misleading. Any
                           item disclosed on any of the Schedules to this
                           Agreement shall be deemed as included on any other
                           Schedule if the

<PAGE>

                           inclusion of the item on any Schedule would cause any
                           warranty or representation to not give rise to any
                           liability by the Shareholders, BTI or BFS.

                                   ARTICLE 3

                   ADDITIONAL REPRESENTATIONS AND WARRANTIES
                              OF THE SHAREHOLDERS

                  3.1      Representations and Warranties. The Shareholders
                           jointly and severally represent and warrant to SFSI
                           and the Company as follows:

                  (a)      Title to BFS and BTI Shares. The Shareholders have
                           valid and marketable title to all of the BFS and
                           BTI Shares and the BFS and BTI Shares are free and
                           clear of any Liens.

                  (b)      Authorization and Reliability of Agreement. The
                           Shareholders have the power to enter into this
                           Agreement and to carry out their obligations
                           hereunder. This Agreement has been duly executed by
                           the Shareholders, and constitutes the valid and
                           binding obligation of the Shareholders and is
                           enforceable against the Shareholders in accordance
                           with its terms except as such enforcement may be
                           limited by bankruptcy, insolvency or other similar
                           laws affecting the enforcement of creditors' rights
                           generally or by general principles of equity. The
                           Shareholders are "accredited investors" as defined in
                           Regulation D promulgated under the Securities Act of
                           1933, as amended (the "Securities Act") and/or
                           otherwise have such knowledge and experience in
                           financial, investment and business matters that they
                           are capable of evaluating the merits and risks of an
                           investment in the Shares and Note that they will
                           receive.

                  (c)      Investment Representations.

                           (i)      The Shareholders (A) are acquiring the
                                    Shares and the Note for their own account
                                    and for investment and not with a view to
                                    public resale or distribution, (B) will not
                                    sell, transfer or otherwise dispose of the
                                    Shares or Note except in compliance with the
                                    Securities Act; and (C) are aware that the
                                    Shares and Note constitute "restricted
                                    securities" as that term is defined in Rule
                                    144 or the General Rules and Regulations
                                    under the Securities Act.

                           (ii)     The Shareholders acknowledge and understand
                                    that the Shares and the Note have not been
                                    registered and must be held indefinitely
                                    unless subsequently registered under the
                                    Securities Act or an exemption from such
                                    registration is available.

                           (iii)    The Shareholders further acknowledge that
                                    they are fully aware of the applicable
                                    limitations on the resale of the Shares as
                                    set forth in Rule 144.

                           (iv)     The Shareholders acknowledge that each
                                    certificate evidencing the Shares will bear
                                    a legend consistent with the foregoing
                                    provisions and the Company shall have the
                                    right to issue stop-transfer instructions to
                                    its transfer agent and acknowledges that the
                                    Company has informed the Shareholders of its
                                    intention to issue such instructions.

                                   ARTICLE 4

          REPRESENTATIONS AND WARRANTIES OF THE COMPANY, SFSI AND STSI

                  4.1      Representations and Warranties. The Company, SFSI and
                           STSI hereby represent and warrant to BFS, BTI and the
                           Shareholders as follows:

<PAGE>

                  (a)      Organization. The Company is a corporation duly
                           organized, validly existing and in good standing
                           under the laws of the State of Florida, and has the
                           requisite corporate power to carry on its respective
                           business as now conducted, to own, operate or lease
                           the properties and assets it currently owns, operates
                           or holds under lease, SFSI is a corporation duly
                           organized and validly existing under the laws of the
                           State of Delaware, and has the requisite corporate
                           power to carry on its business as now conducted, to
                           own, operate or lease the properties and assets it
                           currently owns, operates or holds under lease. STSI,
                           when formed, will be a corporation duly organized and
                           validly existing under the laws of the State of
                           Delaware.

                  (b)      Capitalization. The authorized capital stock of the
                           Company consists of 100,000,000 shares of common
                           stock, of which 8,259,043 shares are issued and
                           outstanding and 20,000,000 shares of preferred stock,
                           none of which are outstanding. All of the issued and
                           outstanding shares of common stock are duly
                           authorized, validly issued, fully paid, nonassessable
                           and free of preemptive rights. Except as set forth in
                           the Company's SEC Reports, as provided on Schedule
                           4.1(b) or as required pursuant to this Agreement,
                           there are no outstanding or authorized options,
                           rights, warrants, calls, convertible securities,
                           rights to subscribe, conversion rights or other
                           agreements or commitments to which the Company is a
                           party or which are binding upon the Company providing
                           for the issuance or transfer by the Company of
                           additional shares of its capital stock, and the
                           Company has not reserved any shares of its capital
                           stock for issuance and there are no outstanding stock
                           option rights, phantom equity or similar rights,
                           contracts, arrangements or commitments. There are no
                           voting trusts or any other agreements or
                           understandings with respect to voting capital stock
                           of the Company. The Shares to be issued to the
                           Shareholders hereunder will, when issued, be duly
                           authorized, validly issued, fully paid and
                           nonassessable and free of preemptive rights.

                  (c)      Certain Corporate Matters. The Company is duly
                           licensed or qualified to do business as a foreign
                           corporation and is in good standing in each
                           jurisdiction, as set forth on Schedule 4.1(c)
                           (Company Foreign Corporation Qualification), in which
                           the ownership of its properties, the employment of
                           its personnel or the conduct of its business requires
                           it to be so qualified, except where such failure
                           would not have a material adverse effect on the
                           Company's financial condition, results of operations
                           or business. The Company has full corporate power and
                           authority and has obtained all material
                           authorizations, licenses and permits necessary to
                           carry on the business in which it is engaged and to
                           own and use the properties owned and used by it.

                  (d)      Authority Relative to this Agreement. Except for any
                           required filing, permit, authorization, consent or
                           approval set forth on Schedule 4.1(d) (Company
                           Required Corporate Approvals), the Company has the
                           requisite corporate power and authority to enter into
                           this Agreement and carry out and cause SFSI and STSI
                           (when formed) to carry out its obligations hereunder.
                           The execution, delivery and performance of this
                           Agreement by the Company and the consummation by the
                           Company of the transactions contemplated hereby have
                           been duly authorized by its Board of Directors by all
                           necessary actions and proceedings and no other
                           actions on the part of the Company are necessary to
                           authorize this Agreement or the transactions
                           described in this Agreement. This Agreement has been
                           duly and validly executed and delivered by the
                           Company and constitutes a valid and binding agreement
                           of the Company, enforceable against each of them in
                           accordance with its terms, except as such enforcement
                           may be limited by bankruptcy, insolvency or other
                           similar laws affecting the enforcement of creditors'
                           rights generally or by general principles of equity.

                  (e)      Consents and Approvals; No Violations. Except as set
                           forth on Schedule 4.1(e) (Company Third Party
                           Consents) and except for applicable requirements of
                           federal securities laws and state securities or blue
                           sky laws, no filing with, and no permit,
                           authorization, consent or approval of, any third
                           party, public body or authority is

<PAGE>

                           necessary for the consummation by the Company of the
                           transactions described in this Agreement. Neither the
                           execution and delivery of this Agreement by the
                           Company nor the consummation by the Company of the
                           transactions described herein, nor compliance by the
                           Company with any of the provisions hereof, will (a)
                           conflict with or result in any breach of any
                           provisions of the Articles of Incorporation or Bylaws
                           of the Company, (b) (i) conflict with or result in a
                           violation or breach of, (ii) constitute (with or
                           without notice or lapse of time or both) a default
                           under, (iii) require the Company to obtain any
                           consent, approval or action of, make any filing with
                           or give any notice (other than those that have been
                           obtained or given) to any third party as a result or
                           under the terms of, (iv) result in or give to any
                           third party any right of termination, cancellation,
                           acceleration or modification in or with respect to,
                           (v) result in or give to any third party any
                           additional rights or entitlement to increased,
                           additional, accelerated or guaranteed payments under
                           or (vi) result in the creation or imposition of any
                           Lien upon the Company or any of its affiliates or
                           their respective assets and properties under, any
                           contract, license, permit, franchise or other
                           agreement or instrument to which the Company is a
                           party or by which any of its assets or properties is
                           bound, or that would prevent the consummation of the
                           transactions contemplated thereby under, any of the
                           terms, conditions or provisions of any note, bond,
                           mortgage, indenture, license, contract, agreement or
                           other instrument or obligation to which the Company,
                           all of which, if any, is a party or by which any of
                           them or their properties or assets may be bound or
                           (c) violate any order, writ, injunction, decree,
                           statute, rule or regulation applicable to the
                           Company, except in the case of clauses (b) and (c)
                           for violations, breaches or defaults which are not in
                           the aggregate material to the Company.

                  (f)      SEC Filings: Financial Statements. The Company has
                           filed all reports required to be filed by the Company
                           with the SEC (collectively, the "Company's SEC
                           Reports"), and the Shareholders, BFS and BTI
                           acknowledge (i) having copies of all items filed
                           since December 31, 2000 and (ii) their ability to
                           have access to any records of the Company of which
                           they do not have copies thereof. As of the respective
                           dates they became effective, the Company's SEC
                           Reports which were filed under The Securities
                           Exchange Act of 1934 (Exchange Act), and as of the
                           respective dates of filing of the last applicable
                           amendment thereto the Company's SEC Reports which
                           were filed pursuant to the Exchange Act, did not
                           contain any untrue statement of a material fact
                           required to be stated therein or necessary to make
                           the statements therein, in light of the circumstances
                           under which they were made, not misleading. The
                           financial statements of the Company included in the
                           Company's SEC Reports complied as to form in all
                           material respects with the applicable published rules
                           and regulations of the SEC with respect thereto, were
                           prepared in accordance with generally accepted
                           accounting principles applied on a consistent basis
                           throughout the periods involved (except as otherwise
                           noted therein) and fairly present the consolidated
                           financial position of the Company and its
                           consolidated subsidiaries as at the dates thereof and
                           the consolidated results of operations and cash flows
                           for the periods then ended, except that in the case
                           of the unaudited consolidated financial statements
                           included in any Form 10-SB, the presentation and
                           disclosure conform with the applicable rules of the
                           Exchange Act and are subject to year-end adjustments.

                  (g)      Brokers. The Company has not incurred any obligation
                           or liability, contingent or otherwise, for brokers'
                           or finders' fees or commissions in connection with
                           the transactions contemplated by this Agreement.

                                   ARTICLE 5

                   COVENANTS RELATING TO CONDUCT OF BUSINESS

<PAGE>

                  5.1      Conduct of Business by BFS and BTI Pending the
                  Closing. Except as contemplated by this Agreement, BFS and BTI
                  covenant and agree that prior to the Closing Date:

                  (a)      BFS and BTI shall conduct their respective business
                           and operations only in the usual and ordinary course
                           of business;

                  (b)      Other than in the ordinary course of business and
                           with the prior written consent of the Company,
                           neither BFS nor BTI shall directly or indirectly do
                           any of the following: (i) sell, pledge, dispose of or
                           encumber any of their respective assets; (ii) amend
                           or propose to amend their respective Articles of
                           Incorporation or Bylaws; (iii) split, combine or
                           reclassify any outstanding shares of their respective
                           capital stock, or declare, set aside or, except as
                           set forth on Schedule 5.1 (Dividends and
                           Distributions), pay any dividend or other
                           distribution payable in cash, stock, property or
                           otherwise with respect to shares of their respective
                           capital stock; (iv) redeem, purchase or acquire or
                           offer to acquire any shares of their respective
                           capital stock or other securities; (v) create any
                           subsidiaries; or (vi) enter into or modify any
                           contract, agreement, commitment or arrangement with
                           respect to any of the foregoing;

                  (c)      Other than in the ordinary course of business and
                           with the prior written consent of the Company,
                           neither BFS nor BTI shall (i) issue, sell, pledge or
                           dispose of, or agree to issue, sell, pledge or
                           dispose of, any additional shares of, or any options,
                           warrants, conversion privileges or rights of any kind
                           to acquire any shares of, their respective capital
                           stock and/or other BFS or BTI securities; (ii)
                           acquire (by merger, consolidation, acquisition of
                           stock or assets or otherwise) any corporation,
                           partnership or other business organization or
                           division or the material assets thereof; (iii) incur
                           any indebtedness for borrowed money, issue any debt
                           securities or guarantee any indebtedness to others;
                           or (iv) enter into or modify any contract, agreement,
                           commitment or arrangement with respect to any of the
                           foregoing;

                  (d)      Neither BFS nor BTI shall enter into any employment,
                           severance or similar agreements or arrangements with,
                           or grant any bonus, salary increase, severance or
                           termination pay to, any of their respective officers
                           or directors;

                  (e)      Neither BFS nor BTI shall adopt any bonus, profit
                           sharing, compensation, stock option, pension,
                           retirement, deferred compensation, employment or
                           other employee benefit plan, agreement, trust, fund
                           or arrangement for the benefit or welfare of any
                           employee;

                  (f)      BFS and BTI shall each (i) use its best efforts not
                           to take any action which would render, or which
                           reasonably may be expected to render, any
                           representation or warranty made by it in this
                           Agreement untrue at any time prior to the Closing
                           Date as if then made; and (ii) immediately notify the
                           Company of any emergency or other change in the
                           normal course of its business or in the operation of
                           its properties and of any tax audits, tax claims,
                           governmental or third party complaints,
                           investigations or hearings (or communications
                           indicating that the same may be contemplated) if such
                           emergency, change, audit, claim, complaint,
                           investigation or hearing would be material,
                           individually or in the aggregate, to the financial
                           condition, results of operations or business of BFS
                           or BTI, or to the ability of any of the parties
                           hereto to consummate the transactions described in
                           this Agreement;

                  (g)      BFS and BTI shall each notify the Company promptly of
                           any material adverse event or circumstance affecting
                           BFS or BTI (including the filing of any material
                           litigation against BFS or BTI, the existence of any
                           dispute with any person or entity which involves a
                           reasonable likelihood of such litigation being
                           commenced); and

                  (h)      BFS and BTI shall each comply with all legal
                           requirements and contractual obligations applicable
                           to its operations and business and pay all applicable
                           taxes.

<PAGE>

                  5.2      Certain Tax Matters. During the period from the date
                           of this Agreement to the Closing: (i) BFS and BTI
                           will timely file all Tax Returns ("Post-Signing
                           Returns") required by the Code or by applicable
                           state, local or foreign tax laws to be filed by each
                           such entity (after taking into account any
                           extensions); (ii) the Shareholders will timely pay
                           all Taxes due and payable with respect to income
                           attributable to them under Code Section 1366 and
                           reflected on such Post-Signing Returns that are so
                           filed; (iii) BFS and BTI will accrue a reserve in
                           their books and records and financial statements in
                           accordance with past practice for all Taxes payable
                           by them for which no Post-Signing Return is due prior
                           to the Closing Date; (iv) BFS, BTI and the
                           Shareholders will promptly notify the Company of any
                           suit, claim, action, investigation proceeding or
                           audit (collectively, "Actions") pending against or
                           with respect to any of them in respect of any Tax
                           where there is a reasonable possibility of a
                           determination or decision which would have a material
                           adverse effect on any of BFS's or BTI's Tax
                           liabilities or Tax attributes; (v) neither BFS nor
                           BTI will make any material tax election not in
                           accordance with past practice without the Company's
                           consent; and (vi) BFS and BTI will remain as S
                           Corporations until the Closing Date.

                  5.3      Other Actions. Unless approved in writing by the
                           Company, neither BFS nor BTI shall take any action or
                           permit any action to occur that might reasonably be
                           expected to result in any of the representations and
                           warranties of BFS and BTI contained in this Agreement
                           becoming untrue after the date hereof or any of the
                           conditions to the Closing set forth in Article 7 of
                           this Agreement not being satisfied.

                                                 ARTICLE 6

                                    ADDITIONAL COVENANTS AND AGREEMENTS

                  6.1      Access and Information. The Shareholders, BFS and
                           BTI, shall each afford to the Company and to its
                           financial advisors, legal counsel, accountants,
                           consultants and other representatives necessary
                           access throughout the period prior to the Closing to
                           all of its books, records, properties and personnel
                           and, during such period in order to allow the Company
                           to complete its due diligence review, which due
                           diligence review will continue up to the Closing,
                           each shall furnish promptly to the Company all
                           information as it may reasonably request. Each party
                           shall hold in confidence all non- public information
                           until such time as such information is otherwise
                           publicly available and, if this Agreement is
                           terminated, each party will upon written request
                           deliver to the other all documents, work papers and
                           other material obtained by such party or on its
                           behalf from the other party as a result of this
                           Agreement or in connection herewith, whether so
                           obtained before or after the execution hereof.

                  6.2      Employment Agreements and Agreements Not to Compete.

                  (a)      BFS, BTI and the Shareholders shall cause those BFS
                           and BTI employees set forth on Schedule 6.2 to
                           execute non-compete and non-disclosure agreements
                           with BFS, BTI, SFSI and the Company in form and
                           substance acceptable to the Company as a condition of
                           continued employment with BFS, BTI, SFSI or the
                           Company.

                  (b)      CB shall execute a five (5) year employment
                           agreement, containing restricting covenants, in the
                           form attached as Exhibit E.

                  6.3      Press Releases. The Company and the Shareholders
                           individually and on behalf of BFS and BTI, shall
                           consult with each other as to the form and substance
                           of any press release or other public disclosure of
                           matters related to this Agreement or any of the
                           transactions described herein; provided, however,
                           that nothing in this Section 6.3 shall be deemed to
                           prohibit any party hereto from making any disclosure
                           that is required to fulfill such

<PAGE>

                           party's disclosure obligations imposed by law,
                           including, without limitation, federal securities
                           laws provided that the disclosing party shall provide
                           the non-disclosing party reasonable advance notice
                           and text of any such disclosure.

                  6.4      Negotiations. From and after the date hereof until
                           the earlier of the Closing or the termination of this
                           Agreement, neither the Shareholders nor BFS and BTI
                           nor their officers or directors nor anyone acting on
                           behalf of such party or persons shall, directly or
                           indirectly, encourage, solicit, engage in discussions
                           or negotiations with, or provide any information to,
                           any person, firm, or other entity or group concerning
                           any merger, sale of substantial assets, purchase or
                           sale of shares of common stock or similar transaction
                           involving any party thereof except as agreed to by
                           the Company. BFS, BTI and the Shareholders shall
                           promptly communicate to the Company any inquiries or
                           communications concerning any such transaction which
                           they may receive or of which they may become aware.

                  6.5      Indemnification.

                  (a)      Indemnification by the Shareholders. From and after
                           the Closing, the Shareholders agree to indemnify,
                           defend and save the Company, SFSI, STSI (when formed)
                           and Affiliates of each of them, and each of their
                           respective officers, directors, employees, agents,
                           plans and fiduciaries, plan administrators or other
                           parties dealing with any such plans (each, an
                           "Indemnified Company Party"), harmless from and
                           against, and to promptly pay to an Indemnified
                           Company Party or reimburse an Indemnified Company
                           Party for, any and all liabilities, losses, costs,
                           expenses, interest and fines (including reasonable
                           fees and expenses of attorneys, accountants and other
                           experts incurred by any Indemnified Company Party in
                           any action or proceeding between such indemnified
                           party and the indemnitor or between any indemnified
                           party and any third party or otherwise) (individually
                           a "Loss" and collectively, the "Losses") sustained or
                           incurred by any Indemnified Company Party relating
                           to, resulting from, arising out of or otherwise by
                           virtue of any breach of a representation or warranty
                           made herein by the Shareholders, BFS or BTI or breach
                           or failure to observe or perform any of the covenants
                           or agreements made by any of them and contained in
                           this Agreement.

                  (b)      Indemnification by the Company. From and after the
                           Closing, the Company agrees to indemnify, defend and
                           save the Shareholders (each, an "Indemnified
                           Shareholder Party") harmless from and against, and to
                           promptly pay to an Indemnified Shareholder Party or
                           reimburse an Indemnified Shareholder Party for, any
                           and all Losses sustained or incurred by any
                           Indemnified Shareholder Party relating to, resulting
                           from, arising out of or otherwise by virtue of any
                           breach of a representation or warranty made herein by
                           the Company or the covenants or agreements of the
                           Company contained in this Agreement.

                  (c)      Procedure for Indemnification. The following
                           procedure shall apply to the foregoing agreements to
                           indemnify and hold harmless:

                           (1)      The party who is seeking indemnification
                                    (the "Claimant") shall give written notice
                                    to the party from whom indemnification is
                                    sought (the "Indemnitor") promptly after the
                                    Claimant learns of the claim or proceeding,
                                    provided that the failure to give such
                                    notice shall not relieve the Indemnitor of
                                    its obligations hereunder except to the
                                    extent it is actually damaged thereby.

                           (2)      With respect to any third-party claims or
                                    proceedings as to which the Claimant is
                                    entitled to indemnification after
                                    satisfaction of any applicable Basket, the
                                    Indemnitor shall have the right to select
                                    and employ counsel of its own choosing to
                                    defend against any such claim or proceeding,
                                    to assume control of the defense of such
                                    claim or proceeding, and to compromise,
                                    settle or otherwise dispose of

<PAGE>

                                    the same, if the Indemnitor deems it
                                    advisable to do so, all at the expense of
                                    the Indemnitor. No settlement, compromise or
                                    disposition shall be made without the prior
                                    consent of the Claimant, which consent shall
                                    not be unreasonably withheld; provided,
                                    however, no consent need be given if there
                                    is not a general release given to the
                                    Claimant or if any injunctive relief is
                                    imposed on the Claimant. The parties will
                                    fully cooperate in any such action, and
                                    shall make available to each other any books
                                    or records useful for the defense of any
                                    such claim or proceeding. The Claimant may
                                    elect to participate in the defense of any
                                    such third party claim, and may, at its sole
                                    expense, retain separate counsel in
                                    connection therewith. Subject to the
                                    foregoing the Claimant shall not settle or
                                    compromise any such third party claim
                                    without the prior consent of the Indemnitor,
                                    which consent shall not be unreasonably
                                    withheld.

                  (d)      Limitation on Indemnification Rights.

                           (1)      It is understood and agreed that no claim
                                    for recovery of indemnifiable damages may be
                                    asserted based on a representation, warranty
                                    or applicable portion thereof set forth in
                                    this Agreement after it has been
                                    extinguished in accordance with Section 6.5
                                    (d) (2) hereof, except as to any matters
                                    with respect to which a bona fide written
                                    claim shall have been made or an action at
                                    law or in equity shall have commenced before
                                    such date, in which event survival shall
                                    continue (but only with respect to and to
                                    the extent of, such claim or action) until
                                    the final resolution of such claim or
                                    action, including all applicable periods of
                                    appeal.

                           (2)      Notwithstanding any other provision of this
                                    Agreement, neither party shall be entitled
                                    to indemnification from the other(s) under
                                    the provisions of this Section 6.5 until the
                                    aggregate of any and all Losses, inclusive
                                    of those relating to a possible violation of
                                    the Emergency Planning Community Right to
                                    Know Act, 42 USC ss. 11001 et seq.,
                                    affecting the Real Estate, suffered by the
                                    Indemnified Company Parties or the
                                    Indemnified Shareholder Parties exceeds the
                                    sum of $50,000 (the "Basket"), whereupon the
                                    Indemnified Company Parties or the
                                    Indemnified Shareholder Parties shall
                                    thereafter be entitled to indemnification
                                    for all Losses suffered by them which arise
                                    under the provisions of Section 6.5 (a) on a
                                    dollar-for-dollar basis (other than the
                                    above-described one-time $50,000 deductible)
                                    as they occur; provided that such
                                    requirement of an aggregate of $50,000 of
                                    Losses shall not apply to Losses in the case
                                    of fraud or for breach of the
                                    representations in Section 2.1 (a), (b),
                                    (c), (d), (e), (f), (i), Section 2.2 or
                                    Section 3.1. Notwithstanding anything to the
                                    contrary in this Agreement, the maximum
                                    aggregate liability of the Shareholders for
                                    Losses pursuant to Section 6.5 (a) and the
                                    Company for Losses pursuant to Section 6.5
                                    (b) above is limited to $3,000,000.

                  (e)      Remedy for Damages. The indemnification obligations
                           of the parties set forth in this Section 6.5 shall
                           not constitute the sole and exclusive remedies of the
                           parties for the recovery of money damages with
                           respect to any and all matters arising out of this
                           Agreement. It is specifically understood that the
                           Company and SFSI may also and additionally elect to
                           (i) off set any payments due under the Note and/or
                           (ii) foreclose on the Shares, as provided in the
                           Pledge and Escrow Agreement, in the event that any
                           Indemnified Company Party sustains or incurs in any
                           Losses in excess of the Basket subject to and as
                           provided above in Section 6.5(d)(2). Notwithstanding
                           the foregoing, the terms of this Section 6.5 shall
                           not be construed as limiting in any way whatsoever
                           any remedy to which any party may be entitled other
                           than the recovery of money damages, including but not
                           limited to equitable remedies, specific performance,
                           injunctive relief and rescission.

<PAGE>

                  6.6      Nature and Survival of Representations.

                  (a)      Notwithstanding any right of any party (whether or
                           not exercised) to investigate the accuracy of the
                           representations and warranties of the other party
                           contained in this Purchase Agreement, BFS, BTI, the
                           Shareholders and the Company have the right to rely
                           fully upon the representations, warranties, covenants
                           and agreements of the others contained in this
                           Purchase Agreement.

                  (b)      The representations, warranties, covenants and
                           agreements of BFS, BTI and the Shareholders, as
                           applicable, will survive the relevant Closing:

                           (1)      indefinitely in the case of fraud, and with
                                    respect to the representations and
                                    warranties contained in Sections 2.1(a),
                                    2.1(b), 2.1(d), and 2.1(f) (but only insofar
                                    as it relates to the capital stock of the
                                    Subsidiaries of BFS and BTI), 2.1
                                    (a)(v) and 3.1(a);

                           (2)      until 60 calendar days after the expiration
                                    of all applicable statutes of limitation
                                    (including all periods of extension, whether
                                    automatic or permissive) with respect to
                                    matters covered in Sections 2.1(i), and
                                    2.1(q);

                           (3)      for a period of 36 months following the
                                    relevant Closing in the case of all other
                                    representations and warranties and any
                                    covenant or agreement to be performed in
                                    whole on or prior to such Closing; or

                           (4)      with respect to each other covenant or
                                    agreement contained in this Agreement, for a
                                    period of 18 months following the last date
                                    on which such covenant or agreement is to be
                                    performed or, if no such date is specified,
                                    indefinitely,

                  (b)      The representations, warranties, covenants and
                           agreements of the Company, will survive the relevant
                           Closing:

                           (1)      indefinitely in the case of fraud, and with
                                    respect to the representations and
                                    warranties contained in Sections 4.1 (a),
                                    4.1(b), 4.1(d) and 4.1(g);

                           (2)      for a period of 36 months following the
                                    relevant Closing in the case of all other
                                    representations and warranties and any
                                    covenant or agreement to be performed in
                                    whole on or prior to such Closing; or

                           (3)      with respect to each other covenant or
                                    agreement contained in this Agreement, for a
                                    period of 18 months following the last date
                                    on which such covenant or agreement is to be
                                    performed or, if no such date is specified,
                                    indefinitely, except that any
                                    representation, warranty, covenant or
                                    agreement that would otherwise terminate in
                                    accordance with Section 6.6(b)(2), (3) or
                                    (4) or 6.6(c)(2) and (3) above will continue
                                    to survive if a claim or indemnity notice
                                    (as applicable) shall have been timely given
                                    under Section 6.5 on or prior to such
                                    termination date, until the related claim
                                    for indemnification has been satisfied or
                                    otherwise resolved as provided in Section
                                    6.5.

                  6.7      Limitations on Transfer of Shares; Rights of First
                           Refusal.

                  (a)      In addition to the restrictions on transfer of the
                           Shares existing under the Securities Act, the
                           Shareholders agree that none of them shall sell,
                           assign, pledge, mortgage, encumber, hypothecate or
                           otherwise dispose of or transfer (or suffer any of
                           the foregoing to occur) their Shares, whether
                           voluntarily or involuntarily or by operation of law
                           or otherwise (any

<PAGE>


                           such transaction being hereinafter called a
                           "Transfer"), for a period of two (2) years from the
                           Closing Date; provided that CB may Transfer his
                           Shares, subject to the securities laws of the United
                           States and state securities laws and the provisions
                           of Section 6.7(b) before such two years term if his
                           employment with the Company or any of its affiliates
                           is terminated by the Company "without cause" or is
                           terminated by CB for "good reason", and such good
                           reason is not challenged by the Company or, if
                           challenged, is adjudicated in favor of CB. The terms
                           "without cause" and "good reason" shall have the
                           meaning ascribed to them in the Employment Agreement.

                  (b)      After the restrictive period described in Section 6.7
                           (a), or if CB's employment is terminated without
                           cause or is terminated by CB for "good reason", and
                           such good reason is not challenged by the Company or,
                           if challenged, is adjudicated in favor of CB, the
                           Shares may be Transferred only in compliance with the
                           provisions of this Section 6.7 (b):

                           (1)      If any Shareholder shall at any time receive
                                    a bona fide offer from a third party ("Third
                                    Party Transferee") to transfer any of the
                                    Shares held by such Shareholder in a single
                                    transaction or series of related
                                    transactions (a "Shareholder Sale"), and
                                    such Shareholder desires to accept such
                                    offer (a "Third Party Offer"), the selling
                                    Shareholder shall first deliver written
                                    notice to the Company (the "Notice of
                                    Offer"), which Notice of Offer to sell shall
                                    specify (i) the name and address of the
                                    Third-Party Transferee; (ii) the number of
                                    Shares owned by such Shareholder that are
                                    subject to the Third-Party Offer (the
                                    "Offered Shares"); (iii) the proposed
                                    consideration per share for the Offered
                                    Shares (the "Offer Price"); and (iv) all
                                    other terms and conditions of the Third-
                                    Party Offer (the "Offer Terms"). The Notice
                                    of Offer shall constitute an irrevocable
                                    offer by the selling Shareholder to sell to
                                    the Company the Offered Shares on the Offer
                                    Terms and at a price equal to the lower of
                                    (i) the Offer Price minus a fifteen percent
                                    (15%) discount and (ii) the average closing
                                    asked price of the shares of common stock of
                                    the Company during the seven-day period
                                    prior to the Notice of Offer (the "Company
                                    Offer Price").

                           (2)      Within ten (10) days following the Company's
                                    receipt of the Notice of Offer (the
                                    "Company's Offer Period"), the Company may
                                    elect to purchase all or any portion of the
                                    Offered Shares by delivering to the selling
                                    Shareholder notice of the Company's election
                                    to purchase the Offered Shares (such notice
                                    being hereinafter referred to as the
                                    "Company's Acceptance"). The Company's
                                    Acceptance shall be deemed to be an
                                    irrevocable commitment by the Company to
                                    purchase from the selling Shareholder the
                                    Offered Shares at the Company Offer Price.

                           (3)      If the Company does not elect to purchase
                                    any of the Offered Shares available for
                                    purchase, the selling Shareholder may,
                                    within a period of two months from the date
                                    of the Notice of Offer sell the Offered
                                    Shares not purchased by the Company to the
                                    Third-Party Transferee that made the
                                    Third-Party Offer, for aggregate
                                    consideration not less than the Offer Price,
                                    and on such terms and conditions as are no
                                    more favorable to the Third-Party Transferee
                                    than the Offer Terms. Upon any such sale,
                                    Third-Party Transferee that acquires any of
                                    the Offered Shares shall acquire them
                                    subject to the securities laws of the United
                                    States and the existing blue sky laws. If
                                    the selling Shareholder does not complete
                                    the Shareholder Sale within such two-month
                                    period, the provisions of this Section
                                    6.7(b) shall again apply as if the selling
                                    Shareholder had not originally delivered a
                                    Notice of Offer.

                           (4)      If the Company elects to purchase the
                                    Offered Shares, the closing of the purchase
                                    of the Offered Shares by the Company
                                    pursuant to this Section 6.7 shall take
                                    place within ten (10) days after the
                                    expiration of the Company's Offer

<PAGE>

                                    Period, at such time and place as the
                                    parties to the sale may agree. At such
                                    closing, simultaneously with the delivery by
                                    the selling Shareholder of certificate(s)
                                    representing the Offered Shares, the Company
                                    shall deliver to the selling Shareholder an
                                    amount, in cash in immediately available
                                    funds (to the extent the consideration
                                    therefore is payable in cash) equal to the
                                    product of the Company Offered Price
                                    multiplied by the number of Offered Shares.

                           (5)      If the Company elects to purchase the
                                    Offered Shares and, for any reason, fails to
                                    purchase the Offered Shares on the terms
                                    specified in this Section 6.7, then, in
                                    addition to any damages the Shareholders may
                                    be entitled to as a matter of law, the
                                    provisions of this Section 6.7 shall no
                                    longer be applicable to any Shares.

                                                 ARTICLE 7

                                           CONDITIONS TO CLOSING

                  7.1      Conditions to BFS's, BTI's and Shareholders'
                           Obligations. The obligations of BFS, BTI and the
                           Shareholders to effect the Closing are subject to the
                           satisfaction of the following additional conditions
                           on or before the Closing Date:

                  (a)      The representations and warranties of the Company set
                           forth in Article 4 of this Agreement will be true and
                           correct in all material respects as of the date
                           hereof and at and as of the Closing Date as though
                           then made;

                  (b)      The Company and SFSI shall have performed, in all
                           material respects, each obligation and agreement and
                           complied with each covenant to be performed and
                           complied with by it under this Agreement prior to the
                           Closing Date;

                  (c)      All consents by third party or governmental or
                           regulatory agencies or otherwise that are required to
                           be obtained by the Company or SFSI for the
                           consummation of the transactions described herein
                           will have been obtained;

                  (d)      No action or proceeding before any court or
                           governmental body will be pending or threatened
                           wherein a judgment, decree, injunction or order would
                           prevent any of the transactions described herein or
                           cause such transactions to be declared unlawful or
                           rescinded;

                  7.2      Conditions to the Obligations of the Company. The
                           obligations of the Company to effect the Closing are
                           subject to the satisfaction of the following
                           conditions on or before the Closing Date:

                  (a)      The representations and warranties set forth in
                           Article 2 and Article 3 of this Agreement will be
                           true and correct in all material respects as of the
                           date hereof and at and as of the Closing Date as
                           though then made;

                  (b)      BFS, BTI and the Shareholders shall have performed,
                           in all material respects, each obligation and
                           agreement and complied with each covenant required to
                           be performed and complied with by them under this
                           Agreement prior to the Closing Date, including but
                           not limited to execution of all employment agreements
                           and other agreements as described in Section 6.2
                           hereof, including, but not limited to, those to be
                           executed by the persons set forth on Schedule 6.2.

                  (c)      All consents by any third party or governmental or
                           regulatory agencies or otherwise that are required to
                           be obtained by BFS, BTI and the Shareholders for the
                           consummation of the transactions described herein
                           will have been obtained.
<PAGE>

                  (d)      No action or proceeding before any court or
                           governmental body will be pending or threatened
                           wherein a judgment, decree, injunction or order would
                           prevent any of the transactions described herein or
                           cause such transactions to be declared unlawful or
                           rescinded;

                  7.3      Closing Deliveries By BFS, BTI and Shareholders. On
                           the Closing Date, BFS, BTI and the Shareholders shall
                           have delivered to the Company the following:

                  (a)      certificates executed on behalf of each of BFS, BTI
                           and the Shareholders stating that the conditions set
                           forth in Sections 7.2(a) through (d) of this
                           Agreement have been satisfied;

                  (b)      resolutions duly adopted by each of BFS's and BTI's
                           Board of Directors authorizing and approving the
                           Agreement and the execution, delivery and performance
                           of the Agreement;

                  (c)      a certificate of existence for each of BFS and BTI
                           from the Secretary of State of the State of Indiana,
                           dated not earlier than five days prior to the Closing
                           Date;

                  (d)      copies of the Articles of Incorporation of BFS and
                           BTI certified as of a recent date by the Secretary of
                           State of the State of Indiana;

                  (e)      incumbency certificates of the officer(s) of BFS and
                           BTI;

                  (f)      a stock certificate of BFS for all authorized shares
                           of BFS;

                  (g)      a stock certificate of BTI for all authorized shares
                           of BTI;

                  (h)      such other documents and actions as the Company may
                           reasonably request in connection with the
                           transactions described herein including the executed
                           employment agreement of CB and the executed
                           non-compete agreement of MB.

                  7.4      Closing Deliveries By Company. On the Closing Date,
                           the Company shall have delivered or caused to be
                           delivered to BFS, BTI and the Shareholders, the
                           following:

                  (a)      a certificate executed on behalf of the Company
                           stating that the conditions set forth in Sections 7.1
                           (a) through (d) of this Agreement have been
                           satisfied;

                  (b)      certified resolutions duly adopted by the Company's
                           and SFSI's Boards of Directors authorizing and
                           approving the Agreement and the execution, delivery
                           and performance of this Agreement;

                  (c)      good standing for the Company from the Secretary of
                           State of the State of Florida, dated not earlier than
                           five days prior to the Closing Date; and certificate
                           of existence for SFSI from the Secretary of State of
                           the State of Indiana, dated not earlier than five
                           days prior to the Closing Date;

                  (d)      a copy of the Company's Articles of Incorporation, as
                           amended, certified as of a recent date by the
                           Secretary of State of the State of Florida; a copy of
                           SFSI's Articles of Incorporation, as amended,
                           certified as of a recent date by the Secretary of
                           State of the State of Indiana;

                  (e)      an incumbency certificate of the officers of the
                           Company and of SFSI;

                  (f)      the Note duly executed by an authorized
                           representative of the Company as described in Section
                           1.2 of this Agreement together with the Letter of
                           Credit and Security Agreement;

<PAGE>

                  (g)      certificates for the Shares as described in Section
                           1.2 of this Agreement;

                  (h)      executed Articles of Merger, with Plan of Merger
                           attached, for filing with the Secretary of State of
                           the State of Indiana;

                  (i)      executed Employment Agreement for Charles A. Beasley;
                           and

                  (j)      such other documents and actions as BFS, BTI and the
                           Shareholders may reasonably request in connection
                           with the transactions described herein.

                  (k)      provide for wire transfer to Shareholders, in
                           accordance with instructions given to the Company at
                           least five Business Days prior to the Closing Date,
                           of $800,000.

                  7.5      Real Estate Purchase Agreement. Closing of the
                           transactions contemplated by the Real Estate Purchase
                           Agreement of even date shall occur simultaneously
                           with Closing of the transactions contemplated herein
                           and it is a condition of the Closing hereunder.

                                   ARTICLE 8

                                  TERMINATION

                  8.1      Termination by Company or Shareholders. This
                           Agreement may be terminated by (i) the Company in the
                           event that any of the conditions of Closing set forth
                           in 7.2 or 7.3 have not been met by BFS, BTI and the
                           Shareholders or (ii) the Shareholders in the event
                           that any of the conditions of Closing set forth in
                           Section 7.1 or 7.4 have not been met by the Company.

                  8.2      Termination by Mutual Consent. This Agreement may be
                           terminated at any time prior to the Closing by the
                           mutual consent in writing of the parties hereto.

                  8.3      Termination by Any Party. This Agreement may be
                           terminated by any party hereto if a United States
                           federal or state court of competent jurisdiction or
                           United States federal or state governmental,
                           regulatory or administrative agency or commission
                           shall have issued an order, decree or ruling or taken
                           any other action permanently restraining, enjoining
                           or otherwise prohibiting the transactions described
                           in this Agreement and such order, decree, ruling or
                           other action shall have become final and
                           non-appealable; provided, however, that the party
                           seeking to terminate this Agreement pursuant to this
                           clause shall have used all reasonable efforts to
                           remove such injunction, order or decree.

                  8.4      Material Breach. This Agreement may be terminated if
                           there has been a material breach of this Agreement
                           and such breach has not been cured by the alleged
                           breaching party within 30 days of receipt of written
                           notice in the manner set forth in this Agreement from
                           a non-breaching party detailing such breach.

                  8.5      Lapse of Time. Notwithstanding anything in this
                           Article 8 to the contrary, in the event that the
                           Closing of the transactions described in this
                           Agreement has not occurred by December 31, 2001, this
                           Agreement shall terminate and be of no further force
                           and effect, unless it is extended in writing by all
                           parties hereto.

                  8.6      Effect of Termination. In the event of termination of
                           this Agreement pursuant to this Article 8, all
                           obligations of the parties hereto shall terminate,
                           except the obligations of the parties pursuant to
                           Section 6.1 and 9.10.

                                    ARTICLE 9

<PAGE>

                               GENERAL PROVISIONS

                  9.1      Notices. All notices and other communications
                           hereunder shall be in and shall be deemed to have
                           been duly given if delivered personally, sent by
                           overnight courier or mailed by registered or
                           certified mail (postage prepaid and return receipt
                           requested) to the party to whom the same is so
                           delivered, sent or mailed at the following addresses
                           (or at such other address for a party as shall be
                           specified by like notice):

                  If to the Company, SFSI or STSI (when formed):

                  Mr. William C. Keeler, Chief Executive Officer
                  Syndicated Food Service Group, Inc.
                  (f/k/a Floridino's International Holdings, Inc.)
                  661 Beville Road, Suite 113
                  Daytona Beach, Florida 32119
                  Fax No.: 386-767-5055

                  With copies to:

                  Michelle Kramish Kain, Esq.
                  Michelle Kramish Kain, P.A.
                  750 Southeast Third Avenue, Suite 100
                  Fort Lauderdale, FL 33316
                  Fax No: 954-768-0158

                  And

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, NY 10036
                  Attention: David W. Sloan
                  Fax No: 212-969-2900

                  If to BFS, BTI and the Shareholders:

                  Charles Beasley, President
                  Marjorie Beasley, Shareholder
                  Beasley Food Service, Inc.
                  4863 W. Vernal Pike
                  Bloomington, IN 47402-1938
                  Fax No: 812-331-6887

                  With a copy to:

                  John W. Boyd, Esq.
                  Barnes & Thornburg
                  11 South Meridian Street
                  Indianapolis, IN 46204
                  Fax No: 317-231-7433

<PAGE>

                  9.2      Interpretation. The headings contained in this
                           Agreement are for reference purposes only and shall
                           not affect in any way the meaning or interpretation
                           of this Agreement. References to Sections and
                           Articles refer to sections and articles of this
                           Agreement unless otherwise stated.

                  9.3      Severability. If any term, provision, covenant or
                           restriction of this Agreement is held by a court of
                           competent jurisdiction to be invalid, void or
                           unenforceable, the remainder of the terms,
                           provisions, covenants and restrictions of this
                           Agreement shall remain in full force and effect and
                           shall in no way be affected, impaired or invalidated,
                           and the parties shall negotiate in good faith to
                           modify this Agreement to preserve each party's
                           anticipated benefits under this Agreement.

                  9.4      Miscellaneous. This Agreement (together with all
                           other documents and instruments referred to herein):
                           (a) constitutes the entire agreement and supersedes
                           all other prior agreements, undertakings, statements
                           and documents provided (except as referred to
                           herein), both written and oral, among the parties
                           with respect to the subject matter hereof; (b) except
                           as expressly set forth herein, is not intended to
                           confer upon any other person any rights or remedies
                           hereunder and (c) shall not be assigned by operation
                           of law or otherwise, except as may be mutually agreed
                           upon by the parties hereto.

                  9.5      Separate Counsel. Each party hereby expressly
                           acknowledges that it has been advised and urged to
                           seek its own separate legal counsel for advice with
                           respect to this Agreement.

                  9.6      Governing Law. This Agreement shall be governed by,
                           and construed and enforced in accordance with, the
                           laws of the State of Indiana, without regard to
                           conflicts or choice of law provisions of the State of
                           Indiana.

                  9.7      Counterparts. This Agreement may be executed in two
                           or more counterparts which together shall constitute
                           a single agreement.

                  9.8      Amendment. This Agreement may be amended, modified or
                           supplemented only by an instrument in writing
                           executed by all parties hereto.

                  9.9      Parties In Interest: No Third Party Beneficiaries.
                           Except as otherwise provided herein, the terms and
                           conditions of this Agreement shall inure to the
                           benefit of and be binding upon the respective heirs,
                           legal representatives, successors and assigns of the
                           parties hereto. This Agreement shall not be deemed to
                           confer upon any person not a party hereto any rights
                           or remedies hereunder.

                  9.10     Expenses. Except as may be specifically provided
                           herein, the parties hereto shall pay all of their own
                           expenses relating to the transactions described in
                           this Agreement, including, without limitation, the
                           fees and expenses of their respective counsel and
                           financial advisers.

                  9.11     Rule of Construction that Ambiguities to be Construed
                           Against Drafter Not Applicable. The parties to this
                           Agreement acknowledge that they have each carefully
                           read and reviewed this Agreement with their
                           respective counsel and therefore agree that the rule
                           of construction that ambiguities shall be construed
                           against the drafter shall not be applicable.

                  9.12     STSI Signature. The Company undertakes to have STSI
                           sign a counterpart of this Agreement promptly after
                           organization and in any event prior to the Closing.

<PAGE>

                     [remainder of page intentionally blank]

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

Syndicated Food Service International, Inc.    Beasley Food Service, Inc.
f/k/a Floridino's International Holdings, Inc.

By: /s/ William C. Keeler                      By: /s/ Charles A. Beasley
    ----------------------------                   ----------------------------
    William C. Keeler,                             Charles A. Beasley, President
    Chief Executive Officer

Syndicated Food Service Group, Inc.            Beasley Transportation, Inc.

By: /s/ William C. Keeler                      By: /s/ Charles A. Beasley
    ----------------------------                   ----------------------------
    William C. Keeler                              Charles A. Beasley, President
    Chief Executive Officer

Syndicated Transportation Service
         Group, Inc.

By: /s/ William C. Keeler
    ----------------------------
    William C. Keeler,
    Chief Executive Officer

SHAREHOLDERS:

/s/ Charles A. Beasley
----------------------------
Charles A. Beasley, individually

/s/ Marjorie A. Beasley
----------------------------
Marjorie A. Beasley, individually

Exhibit List

Exhibit A-1       -        Plan of Merger

Exhibit A-2       -        Plan of Merger

Exhibit B         -        Promissory Note

Exhibit C         -        Security Agreement

<PAGE>

Exhibit D         -        Pledge and Escrow Agreement

Exhibit E         -        Charles A. Beasley Employment Agreement

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Schedule List

Schedule 2.1 - Beasley Options and Equity Rights Schedule 2.1(c) - Foreign
Corporation Qualification-Beasley Schedule 2.1(d) - Required Corporate
Approvals-Beasley Schedule 2.1(e) - Third Party Consents-Beasley Schedule
2.1(f) - Subsidiaries-Beasley Schedule 2.1 (g)(i), (ii), (iii) and (iv) -
BFS/BTI Financial Statements

Schedule 2.1(h)  -  Absence of Changes-Beasley

Schedule 2.1(j)  -  Undisclosed Liabilities-Beasley

Schedule 2.1(k)  -  Real Property and Buildings Held Under Lease-Beasley

Schedule 2.1(l)  -  Personal Property Liens-Beasley

Schedule 2.1(m)  -  Licenses and Permits-Beasley

Schedule 2.1(o)  -  Claims-Beasley

Schedule 2.1(p)  -  Material Contracts-Beasley

Schedule 2.1(q)  -  Employee Plan-Beasley

Schedule 2.1(r)  -  Insurance-Beasley

Schedule 2.1(s)  -  Environmental Matters-Beasley

Schedule 2.1(t)  -  Employment/Labor Agreements-Beasley

Schedule 2.1(u)  -  Intellectual Property-Beasley

Schedule 4.1(b)  -  Company Stock Options, Warrants and Equity Rights

Schedule 4.1(c)  -  Company Foreign Corporation Qualification

Schedule 4.1(d)  -  Company Required Corporate Approvals

Schedule 4.1(e)  -  Company Third Party Consents

Schedule 5.1     -  Dividends and Distributions-Beasley

Schedule 6.2     -  Key Employees (form of Employment Agreement)