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                                                                   EXHIBIT 10.43

                  AGREEMENT TO TRANSFER ASSETS AND LIABILITIES
                                 BY AND BETWEEN
                          MOMENTUM FOOD SERVICES, INC.
                   SYNDICATED FOOD SERVICE INTERNATIONAL, INC.
                                       AND
                          CANNON PACK-ENTERPRISES, INC.

THIS AGREEMENT TO TRANSFER ASSETS AND LIABILITIES (the "Agreement") is made and
effective as of the 30th day of June, 2003 (the "Effective Date"), by and
between Syndicated Food Service International, Inc., a corporation established
and existing under the laws of the State of Florida, Momentum Food Service,
Inc., a corporation established and existing under the laws of the State of
Florida and a wholly-owned subsidiary of Syndicated Food Services International,
Inc. (collectively referred to as "Momentum"), Cannon Pack-Enterprises, Inc. a
corporation established and existing under the laws of the State of North
Carolina, formerly Asheville Packing Company, Inc. ("Cannon Pack-Enterprises"),
Clarence H. Cannon, Ralph E. Cannon and Leona Benson Cannon (collectively
referred to as "the Cannons"). Together, Momentum and Cannon shall be
hereinafter referred to as the "Parties".

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

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

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

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

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

                  WHEREAS, as of December 31, 2002 the Parties executed an
Agreement To Restructure And Unwind By And Between Asheville Packing Company,
Inc., Clarence H. Cannon, Ralph E. Cannon And Leona Benson Cannon, Momentum Food
Services, Inc., Syndicated Food Service International, Inc. and Gaby Holdings II
LLC., (the "Restructure and Unwind Agreement") a copy of which is attached
hereto and incorporated herein as Exhibit B; and

                  WHEREAS, the Parties now wish to transfer the remaining assets
and liabilities, owned by Momentum and associated with Momentum's Asheville
Packing operation (the "Asheville Packing Operation") which were originally
transferred from the Cannons to Momentum pursuant to the Transaction Documents,
and which were retained by Momentum in the Agreement to Restructure and Unwind,
as in Exhibit A of the Contract to Sell Real Property, plus additional items as
scheduled in Exhibit 1 of the Bill of Sale.

                  NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter contained, and other good and valuable bargained for
consideration, the receipt and legal sufficiency of which is hereby

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acknowledged by the Parties hereto, the Parties do hereby agree, intending
hereby to be legally bound, as follows:

    1.   This Agreement shall not alter nor compromise any of the terms and
         conditions of the Restructure and Unwind Agreement, attached hereto as
         Exhibit B, other than as specifically provided for in this Agreement;

    2.   That all assets as scheduled in the Bill of Sale previously executed
         pursuant to the Restructure and Unwind Agreement, which is attached
         hereto and incorporated herein by reference specifically as Exhibit "B"
         to this Agreement, shall transfer to and hereafter be owned by Cannon
         Pack-Enterprises;

    3.   That in addition to the ownership transfer of certain assets as
         provided for in Paragraph 2 above, all assets and liabilities, except
         for inter-company loans owning by Momentum to Syndicated, as detailed
         in the Asheville Packing financial statements for the six months ended
         June 30, 2003, a copy of which is attached hereto as Exhibit D, shall
         transfer to and be assumed by Cannon Pack-Enterprises;

    4.   That any check(s) written on the Momentum bank account(s) which are
         being held, and therefore note stated on the Momentum financial
         statement, be voided and delivered to Thomas P. Tanis, Jr.;

    5.   That Momentum and Syndicated shall forgive and bear no recourse to
         Cannon Pack-Enterprises or the Cannons for any inter-company loans made
         by Syndicated to Momentum regarding the Asheville Packing Operation;

    6.   That the Property Lease entered into by Momentum for the use of the
         Property, including the building located at 362 Depot Street and the
         first floor of the building located at 403 Depot Street, which Property
         Lease was deemed effective as of October 1, 2001 is hereby terminated
         in full with no liability nor recourse to Momentum, nor Syndicated for
         any and all lease payments, improvements or other obligations provided
         for in said Property Lease;

    7.   That Ralph Cannon shall resign as a Director and Officer of Momentum;

    8.   That Ralph Cannon shall cause the existing Momentum bank account(s)
         relative to the Asheville Packing operation to be closed and the
         existing cash monies is said account be transferred to Cannon
         Pack-Enterprises, or other such arrangement acceptable to Cannon
         Pack-Enterprises;

    9.   That Cannon Pack-Enterprises, as well as Clarence H. Cannon, Ralph E.
         Cannon and Leona Benson Cannon hereby indemnify and hold harmless,
         Momentum and Syndicated and forever assume full obligation for any and
         all trade accounts payable, taxes, or any other liability of any kind
         associated with the Asheville Packing Operation;

    10.  That Syndicated and Momentum hereby indemnify and hold harmless, Cannon
         Pack-Enterprises, Clarence H. Cannon, Ralph E. Cannon and Leona Benson
         Cannon against any liability associated with any claim or suit brought
         by E.S. Bankest, LLC relating to certain third party billing
         allegations;

    11.  That Momentum shall enter into a license and royalty agreement (the
         "Tarheel License Agreement") for the non-exclusive use of the brand
         name Tarheel, the recipes associated with the Tarheel products being
         transferred to Cannon Pack-Enterprises through this Agreement, a copy
         of said License Agreement, being attached hereto and incorporated here
         in as Exhibit E. Further that the Tarheel License Agreement shall
         provide for, among other conditions, the payment to Cannon
         Pack-Enterprises, or its designee, the sum of twenty five thousand
         dollars ($25,000.00) upon terms and conditions to be agreed upon by the
         Parties;

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

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

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

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

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

IN WITNESS WHEREOF, the undersigned, having understood and agreed to the terms
and conditions provided for herein, have caused this Agreement to be signed and
sealed on the Effective Date.

                            (SIGNATURES ON NEXT PAGE)

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SYNDICATED FOOD SERVICE INTERNATIONAL, INC.

/s/ Thomas P. Tanis, Jr.                        6/30/03
------------------------------------            -------
Thomas P. Tanis, Jr.                            Date
Chief Executive Officer

MOMENTUM FOOD SERVICES, INC.

/s/ Thomas P. Tanis, Jr.                        6/30/03
------------------------------------            -------
Thomas P. Tanis, Jr.                            Date
Secretary

CANNON PACK-ENTERPRISES, INC.,

/s/ Ralph E. Cannon                             6/30/03
------------------------------------            -------
Ralph E. Cannon                                 Date
President

RALPH E. CANNON

/s/ Ralph E. Cannon                             6/30/03
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Ralph E. Cannon                                 Date
Individually

CLARENCE H. CANNON

/s/ Clarence H. Cannon                          6/30/03
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Clarence H. Cannon                              Date
Individually

LEONA BENSON CANNON

/s/ Leona Benson Cannon                         6/30/03
------------------------------------            -------
Leona Benson Cannon                             Date
Individually by Clarence H. Cannon

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                                    Exhibit A

                                      MARKS

                    TRADEMARK APPLICATIONS AND REGISTRATIONS

                                COMMON LAW MARKS

                                  REGISTRATIONS

                                  APPLICATIONS

                              TARHEEL BRAND LABELS

                                TARHEEL PRODUCTS

1. Tarheel beef tips barbeque;
2. Tarheel minced barbeque;
3. Tarheel pulled pork barbeque;
4. Tarheel gourmet chili;
5. Tarheel regular chili; and
6. Tarheel gourmet chili sauce.

                                 TARHEEL RECIPES

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