<PAGE>

                                  OMNIBUS AGREEMENT


     THIS OMNIBUS AGREEMENT (the "Agreement") is made effective as of the 31st
day of March, 1997 by and among Java Centrale, Inc., a California corporation
("Java"), Edward "Ty" Peabody ("Peabody"), Pacific West Coffee Company, a
California corporation ("PWCC") and The Good Food Fast Companies, a Nevada
corporation ("GFF") (and collectively, the "Parties").

                                       RECITALS

     WHEREAS, Peabody alleges that Java and/or Paradise Bakery currently has an
outstanding obligation to Peabody in connection with services rendered to Java
as an independent contractor and/or to Paradise Bakery, Inc. as an employee in
the amount of up to $250,000 (the "Peabody Obligations");

     WHEREAS, Java currently has an outstanding three-year secured convertible
subordinated note from PWCC, a wholly owned subsidiary of GFF, in the total
principal amount of Seven Hundred Fifty Thousand Dollars ($750,000), bearing
interest at nine percent (9%) per year (the "Java Note") attached hereto as
Exhibit "A" to this Agreement;

     WHEREAS, Java currently holds 233,333 shares of GFF Series A Cumulative 
Convertible Preferred Stock (the "Preferred Stock") having the rights, 
preferences, and privileges set forth in the Certificate of Determination 
attached hereto as Exhibit "B" to this Agreement;

     WHEREAS, GFF desires to assume and Java desires to allow the assumption 
of the Peabody Obligation in exchange for a reduction in the total principal 
amount of the Java Note from $750,000 to $500,000 and in consideration to 
entering into this Agreement;

     WHEREAS, GFF, PWCC and Java want to effect a further partial payoff of 
the Java Note in the amount of $145,000 evidenced by deemed value of $5,000 
in connection with the assumption of Peabody's automobile lease and a thirty 
day $145,000 promissory note from GFF to Java in the form attached hereto as 
Exhibit "C";

     WHEREAS, Java has agreed to convert the remaining $350,000 principal 
balance of the Java Note into 40,000 shares of GFF common stock;

     WHEREAS, Java has agreed to convert its Preferred Stock into 233,333 
shares of GFF common stock;

     WHEREAS, Java has agreed to grant GFF an option to buy the cumulative 
amount of 273,333 shares of GFF common stock back from Java in accordance 
with the terms of the Stock Option Agreement attached here to as Exhibit F; 
and

     WHEREAS, all Parties desire to release each and every other Party from 
all claims related to or resulting from all prior transactions, relationships 
or undertakings between any two of the Parties.

<PAGE>

                                      AGREEMENT

     NOW, THEREFORE, in consideration of the mutual promises, representations 
and conditions set forth in this Agreement, the Parties to this Agreement 
mutually hereby agree as follows:

I.   ASSUMPTION OF PEABODY OBLIGATIONS

     1.1       ASSUMPTION.  GFF shall assume and Java consents to the 
assumption of the Peabody Obligation in exchange for a reduction in the total 
principal amount of the Java Note from $750,000 to $500,000.  Accordingly, 
GFF and Peabody shall, contemporaneously with the execution of this Agreement,
enter into that certain Promissory Note (attached hereto as Exhibit "E") 
wherein GFF will assume the $250,000 Peabody Obligation by way of issuing a 
$250,000 promissory note to Peabody in exchange for a reduction in the total 
principal amount of the Java Note from $750,000 to $500,000.  Additionally, 
GFF shall assume any and all obligations pursuant to the Infinity J30 
automobile lease or in connection with such automobile, currently the 
obligation of Paradise Bakery, Inc. and guaranteed by Peabody effective as of 
March 31, 1997.  Paradise Bakery, Inc. is an intended third party beneficiary 
of this Agreement.

     1.2       SETTLEMENT AGREEMENT AND MUTUAL RELEASES.  Java and Peabody 
shall, contemporaneously with the execution of this Agreement, enter into
that certain Settlement Agreement and Mutual Releases (attached hereto as 
Exhibit "D") whereby Java and Peabody settle all claims among Java, Paradise 
and Peabody.  The Parties acknowledge that the execution and delivery of the 
Settlement Agreement and Mutual Release is Peabody's sole obligation under 
this Agreement.  Peabody shall have no rights or obligations under the 
indemnification obligations or releases contained in this Agreement.

II.  PARTIAL PAYOFF OF JAVA NOTE

     2.1       PARTIAL PAYOFF.  GFF, PWCC and Java hereby consent to the 
partial payoff of the Java Note in the amount of $145,000 evidenced by a thirty
day promissory note in the same amount from GFF to Java and in the form 
attached hereto as Exhibit "C" and in the deemed amount of $5,000.00 as a 
result of the assumption of Peabody's automobile lease.

III. CONVERSION OF BALANCE OF JAVA NOTE

     3.1       CONVERSION.  GFF, PWCC AND Java hereby consent to the 
conversion of the remaining $350,000 principal balance of the Java Note into 
40,000 shares of GFF common stock.

     3.2       SURRENDER OF NOTE.  Java shall surrender on the Closing Date 
(as hereinafter defined) the Java Note marked "cancelled."

     3.3       ISSUANCE OF SHARES OF COMMON STOCK.  GFF shall issue to Java 
on the Closing Date (as hereinafter defined) 40,000 shares of GFF common 
stock, validly issued, fully paid and nonassessable, and free of any liens or 
encumbrances, other than being subject to the Option (as herein defined).  
Notwithstanding the foregoing, only Rick Shannon or, in the alternative, 
Kevin Baker shall have the ability to vote the shares of common stock issued 
pursuant to this Section 3.3.

<PAGE>

IV. CONVERSION OF PREFERRED STOCK

    4.1       CONVERSION.  GFF, PWCC and Java hereby consent to the conversion
of the Preferred Stock into 233,333 shares of GFF common stock.

    4.2       SURRENDER OF SHARES OF PREFERRED STOCK.  Java shall surrender to
GFF on the Closing Date (as hereinafter defined) the properly endorsed shares of
Preferred Stock.

    4.3       ISSUANCE OF SHARES OF COMMON STOCK.  GFF shall issue to Java on
the Closing Date (as hereinafter defined) 233,333 shares of GFF common stock,
validly issued, fully paid and nonassessable, and free of any liens or
encumbrances, other than being subject to the Option (as herein defined).
Notwithstanding the foregoing, only Rick Shannon, or in the alternative Kevin
Baker, shall have the ability to vote the shares of common stock issued pursuant
to this Section 4.3.

V.  OPTION TO PURCHASE GFF COMMON STOCK

    5.1       GRANT OF OPTION.  As partial consideration for GFF entering into
this Agreement and GFF's assumption of the Peabody Obligation, which
consideration is hereby acknowledged, Java hereby grants to GFF an option (the
"Option") to purchase all 273,333 of GFF shares of common stock which will be
held by Java following the Closing (as hereinafter defined) and in accordance
with the form of the Stock Option Agreement attached hereto as Exhibit "F".

VI. CLOSING DATES; DELIVERY

    6.1       CLOSING DATES.  The closing on the purchase and sale of GFF's
common stock hereunder shall be held at the offices of Jeffers, Wilson & Shaff,
LLP located at 18881 Von Karman Avenue, Irvine CA 92612 on or before April 9,
1997 (the "Closing") or at such other time and place upon which the Parties
shall agree (the date of the Closing is hereinafter referred to as the "Closing
Date").

    6.2       DELIVERY.  At the Closing, the following documents will be
delivered

              a.)  GFF will deliver a promissory note in the amount of $250,000
              in the favor of Peabody;

              b.)  Java and Peabody will deliver an executed Settlement
              Agreement and Mutual Releases;

              c.)  Java will deliver that certain Convertible Subordinated
              Note, in the principal amount of $750,000, dated December 1, 1996
              and marked as "cancelled";

              d.)  GFF will deliver a certificate representing an aggregate
              273,333 shares of GFF common stock issued in the name of Java;

              e.)  Java will deliver a certificate representing 233,333 shares
              of preferred stock of GFF, appropriately endorsed to GFF;

<PAGE>

              f.)  GFF and Java will deliver an executed Stock Option Agreement
              between Java and GFF; and

              g.)  GFF will deliver a promissory note in the amount of $145,000
              in the favor of Java.

VII.     REPRESENTATIONS AND WARRANTIES OF JAVA

    Except as set forth herein, Java represents and warrants to the Parties as
follows:

    7.1       ORGANIZATION AND STANDING; ARTICLES AND BY-LAWS.  Java is a
corporation duly organized and existing under, and by virtue of, the laws of the
State of California and is in good standing under such laws. Java has the
requisite corporate power and authority to own and operate its properties and
assets, and to carry on its business as presently conducted and as proposed to
be conducted. Java is not presently qualified to do business as a foreign
corporation in any jurisdiction, and the failure to be so qualified will not
have a materially adverse affect on Java's business as now conducted or as now
proposed to be conducted.

    7.2       CORPORATE POWER.  Java will have at the Closing Date all
requisite legal and corporate power and authority to execute and deliver this
Agreement and any agreement thereunder, to convert that certain Convertible
Subordinated Note into common stock of GFF, to convert the Preferred Stock into
GFF common stock, and to carry out and perform any and all of its obligations
under the terms of this Agreement.

    7.3       AUTHORIZATION.  All corporate action on the part of Java, its
directors and shareholders necessary for the authorization, execution, delivery
and performance of this Agreement, and any agreements thereunder, by Java, the
authorization of and conversion of that certain Convertible Subordinated Note,
and the conversion of the Preferred Stock and the performance of all of Java's
obligations hereunder has been taken or will be taken prior to Closing. This
Agreement, when executed and delivered by Java, shall constitute a valid and
binding obligation of Java, enforceable in accordance with its terms.

    7.4       PURCHASE ENTIRELY FOR OWN ACCOUNT.  Java understands that GFF 
is making this Agreement with Java in reliance upon Java's representation to 
GFF, which by Java's execution of this Agreement Java hereby confirms, that 
the common stock to be received by Java hereunder will be acquired for 
investment for Java'a own account, not as a nominee or agent, and not with a 
view to the resale or distribution of any part thereof, and that Java has no 
present intention of selling, granting any participation in, or otherwise 
distributing the same. By executing this Agreement, Java further represents 
that Java does not have any contract, undertaking, agreement or arrangement 
with any person to sell, transfer or grant participation to such person or to 
any third person, with respect to any of the shares of common stock. Java 
represents that it has full power and authority to enter into this Agreement.

<PAGE>

    7.5       EXPERIENCE.  Java has substantial experience in evaluating and 
investing in private placement transactions of securities in companies 
similar to GFF so that Java is capable of evaluating the merits and risks of 
Java's investment in GFF and has the capacity to protect its own interests.

    7.6       INVESTMENT.  Java is acquiring the GFF common stock for
investment for Java's own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution thereof.  Java
understands that the shares of common stock have not been, and will not be,
registered under the Securities Act by reason of a specific exemption from the
registration provisions of the Securities Act, the availability of which depends
upon, among the other things, the bona fide nature of the investment intent and
the accuracy of such Investor's representations as expressed herein.

    7.7       RESTRICTED SECURITIES.  Java understands that the shares of
common stock it is acquiring are characterized as "restricted securities" under
the federal securities laws inasmuch as they are being acquired from GFF in a
transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration under
the Act, only in certain limited circumstances.  In this connection, Java
represents that it is familiar with SEC Rule 144, as now in effect, and
understands the resale limitations imposed thereby and by the Act.

    7.8       TRANSFER RESTRICTIONS.  Java understands that the shares of
Common Stock that it is acquiring are subject to GFF's option to purchase (see
Exhibit "F") and are subject to a First Refusal Right as described hereunder:

              a.)  RESTRICTION ON TRANSFER.  Java shall not transfer, assign,
    encumber, or otherwise dispose of any of the shares of GFF's common stock to
    be transferred under this Agreement (the "Shares") in contravention of the
    GFF's First Refusal Right under this Section 7.8.

              b.)  GRANT.  The GFF is hereby granted the right of first refusal
    (the "First Refusal Right"), exercisable in connection with any proposed
    sale or other transfer of the Shares purchased by the Java pursuant to this
    Agreement.  For purposes of the Section 7.8, the term "transfer" shall
    include any assignment, pledge, encumbrance or other disposition for value
    of the Shares intended to be made by Java.

              c.)  NOTICE OF INTENDED DISPOSITION.  In the event the Java
    desires to accept a bona fide third-party offer for any or all of the
    Shares (the shares subject to such offer to be hereinafter called, solely 
    for the purposes of the Section, the "Target Shares"),  Java shall promptly
    (i) deliver to the Secretary of the GFF written notice (the "Disposition
    Notice") of the offer and the basic terms and conditions thereof, including
    the proposed purchase price, and (ii) provide satisfactory proof that the
    disposition of the Target Shares to the third-party offeror would not be in
    contravention of the provisions set forth elsewhere in this Agreement.

<PAGE>

              d.)  EXERCISE OF RIGHT.  GFF (or its assignees) shall, for a
    period of thirty (30) days following receipt of the Disposition Notice,
    have the right to repurchase not less than all of the Target Shares
    specified in the Disposition Notice upon substantially the same terms and
    conditions specified therein. Such right shall be exercisable by written
    notice (the "Exercise Notice") delivered to Java prior to the expiration of
    the thirty (30) day exercise period.  If such right is exercised with
    respect to all the Target Shares specified in the Disposition notice, the
    GFF (or its assignees) shall effect the repurchase of the Target Shares,
    including payment of the purchase price, not more than five (5) business
    days after delivery of the Exercise Notice; and at such time Java shall 
    deliver to GFF the certificates representing the Target Shares to be 
    repurchased, each certificate to be properly endorsed for transfer.

    Should the purchase price specified in the Disposition Notice be payable in
    property other than cash or evidences of indebtedness, GFF (or its
    assignees) shall have the right to pay the purchase price in the form of
    cash equal in amount to the value of such property.  If Java and GFF (or
    its assignees) cannot agree on such cash value within ten (10) days after
    GFF's receipt of the Disposition Notice, the valuation shall be made by an
    appraiser of recognized standing selected by Java and GFF (or its
    assignees), or, if they cannot agree on an appraiser within twenty (20)
    days after GFF's receipt of the Disposition Notice, each shall select an
    appraiser of recognized standing and the two appraisers shall designate a
    third appraiser of recognized standing, whose appraisal shall be
    determinative of such value.  The cost of such appraisal shall be shared
    equally by Java and GFF.  The closing shall then be held on the latter of
    (i) the fifth business day following delivery of the Exercise Notice or
    (ii) the 15th day after such valuation shall have been made.

              e.)  NON-EXERCISE OF RIGHT.  In the event the Exercise Notice is
    not given to Java within thirty (30) days following the date of GFF's
    receipt of the Disposition Notice, Java shall have a period of thirty (30)
    days thereafter, in which sell or otherwise dispose of the Target Shares
    upon terms and conditions (including the purchase price) no more favorable
    to the third-party purchase than those specified in the Disposition Notice;
    provided, however, that any such sale or disposition must not be effected
    in contravention of the provisions contained elsewhere in this Agreement.
    The third-party purchaser shall acquire the Target Shares free and clear of
    all terms and provisions of the Agreement (including GFF's First Refusal
    Right hereunder).  In the event Java does not sell or otherwise dispose of
    the Target Shares within the specified thirty (30) day period, GFF's First
    Refusal Right shall continue to be applicable to any subsequent disposition
    of the Target Shares by Java until such right lapses in accordance with
    Section 7.8.

              f.)  RECAPITALIZATION.  In the event of any stock dividend, stock
    split, recapitalization or other transaction affecting GFF's outstanding
    common stock as a class effected without receipt of consideration, then any
    new, substituted or additional securities or other property which is by
    reason of such transaction distributed with respect to the Shares shall be
    immediately subject to GFF's First Refusal Right hereunder, but only to the
    extent the Shares are at a time covered by such right.

<PAGE>

          g.)  LAPSE. The First Refusal Right under this Section 7.8 
     shall lapse and cease to have effect upon the earliest of the following 
     to occur (i) a corporate transaction, (ii) the first date on which 
     shares of GFF's common stock are held of record by more than five 
     hundred (500) persons, (ii) a determination is made by GFF's Board of 
     Directors that a public market exists for the outstanding shares of 
     GFF's Common Stock or (iii) a firm commitment underwritten public 
     offering pursuant to an effective registration statement under the 1933 
     Act, covering the offer and sale of GFF's common stock in the aggregate 
     amount of at least $7,500,000.

          h.)  CORPORATE TRANSACTION. For purposes of this Section 7.8, a 
     "Corporate Transaction shall mean:

               (i)  a merger or acquisition in which GFF is not the surviving 
     entity, except for a transaction the principal purpose of which is to 
     change the State in which GFF is incorporated; or

               (ii) the sale, transfer or other disposition of all or 
     substantially all of the assets of GFF.

          i.)  RECORD OWNER. GFF shall not be required (i) to transfer on its 
     books any Shares that have been sold or transferred in violation of the 
     provisions of Section 7.8 or (ii) to treat as the owner of the Shares, or 
     otherwise to accord voting or dividend rights to, any transferee to whom 
     the Shares have been transferred in contravention of this Agreement.

     7.9  LEGENDS. It is understood that the certificates evidencing the GFF 
common stock may bear one or more of the following legends:

          (a)  THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT 
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE 
     "ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES ("STATE 
     ACTS"). THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE 
     OFFERED, SOLD OR TRANSFERRED FOR VALUE DIRECTLY OR INDIRECTLY, IN THE 
     ABSENCE OF SUCH REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER 
     APPLICABLE STATE ACTS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 
     UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE ACTS, THE 
     AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE 
     SATISFACTION OF GFF;

          (b)  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE 
     SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, 
     EXCEPT IN COMPLIANCE WITH THE TERMS OF THE WRITTEN AGREEMENTS BETWEEN 
     THE COMPANY AND THE REGISTERED

<PAGE>

     HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE 
     SHARES). SUCH AGREEMENTS GRANT AN OPTION TO PURCHASE AND A RIGHT OF 
     FIRST REFUSAL TO THE COMPANY PURSUANT TO THE TERMS OF SUCH AGREEMENTS. 
     THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY 
     OF SUCH AGREEMENTS TO THE HOLDER HEREOF WITHOUT CHARGE; and

          (c)  ANY LEGEND REQUIRED BY THE LAWS OF ANY STATE, INCLUDING 
     ANY LEGEND REQUIRED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS AND 
     SECTIONS 417 AND 418 OF THE CALIFORNIA CORPORATIONS CODE.

     7.10 ACCESS TO DATE. Java has had an opportunity to discuss GFF's 
business, management and financial affairs with the GFF's management and has 
had the opportunity to review any and all relevant GFF's documents and 
records related thereto. Java has also had an opportunity to ask questions of 
officers of the GFF, which questions were answered to its satisfaction. Java 
understands that such discussion, as well as any written information issued 
by the GFF, were intended to describe certain aspects of GFF's business and 
prospects but were not a thorough or exhaustive description.

VIII. REPRESENTATIONS AND WARRANTIES OF GFF

      Except as set forth herein, GFF represents and warrants to the Parties 
as follows:

      8.1  ORGANIZATION AND STANDING: ARTICLES AND BY-LAWS. GFF is a 
corporation duly organized and existing under, and by virtue of, the laws of 
the State of Nevada and is in good standing under such laws. GFF has the 
requisite corporate power and authority to own and operate its properties and 
assets, and to carry on its business as presently conducted and as proposed 
to be conducted. GFF is presently qualified to do business as a foreign 
corporation in California but is not so qualified in any other jurisdiction, 
and the failure to be so qualified will not have a materially adverse affect 
of GFF's business as now conducted or as now proposed to be conducted.

      8.2  CORPORATE POWER. GFF will have at the Closing Date all requisite 
legal and corporate power and authority to execute and deliver this Agreement 
and any agreement thereunder, to convert that certain Convertible 
Subordinated Note into common stock of GFF, to convert the Preferred Stock 
into GFF common stock, and to carry out and perform any and all of its 
obligations under the terms of this Agreement.

      8.3  AUTHORIZATION. All corporate action on the part of GFF, its 
directors and shareholders necessary for the authorization, execution, 
delivery and performance of this Agreement, and any agreements thereunder, by 
GFF, the authorization of and conversion of that certain Convertible 
Subordinated Note, and the conversion of the Preferred Stock and the 
performance of all of GFF's obligations hereunder has been taken or will be 
taken prior to Closing. This Agreement, when executed and delivered by GFF, 
shall constitute a valid and binding obligation of GFF, enforceable in 
accordance with its terms.
<PAGE>

          a.)  each of the representations and warranties of the other 
     Parties set forth above shall be true and correct in all material 
     respects at and as of the Closing Date;

          b.)  Java shall have performed and complied with all of its 
     covenants hereunder in all material respects through the Closing;

          c.)  no Adverse Consequence shall be pending or threatened, wherein 
     an unfavorable determination would (i) prevent consummation of any of 
     the transactions contemplated by this Agreement or (ii) cause any of the 
     transactions contemplated by this Agreement to be rescinded following 
     consummation;

          d.)  valid written and binding acceptance and approval of this 
     Agreement and the transactions contemplated thereunder by the governing 
     body of Java, GFF, and PWCC; and 

XIII.  INDEMNIFICATION

     13.1  OBLIGATION OF THE PARTIES TO INDEMNIFY.  The Parties hereby 
indemnify and hold harmless each of the other Parties and their directors, 
officers, employees, subsidiaries (including Paradise) and agents, if any, in 
respect of any and all Adverse Consequences incurred by any of the other 
Parties in connection with each and all of the following:

          a.)  Any misrepresentation or breach of any warranty made by the 
     other respective Party or Parties in this Agreement or in any Schedule, 
     Exhibit, or other document attached hereto or delivered to any of the 
     Parties or any officer or agent of each of the Parties in connection 
     with the transactions contemplated hereby.

          b.)  The breach of any covenant, agreement, or obligation of any 
     of the Parties contained in this Agreement or any Schedule or Exhibit 
     hereto or any other instrument specifically contemplated by this 
     Agreement.

          c.)  Any misrepresentation in or omission from any list, Schedule, 
     Exhibit, certificate or other instrument required to be furnished or 
     specifically contemplated to have been furnished pursuant to this 
     Agreement to any other Party or its authorized representatives.

     13.2  METHOD OF ASSERTING CLAIMS FOR INDEMNIFICATION.  Whenever any 
claims shall arise for indemnification hereunder, the party seeking 
indemnification (the "Indemnitee") shall promptly notify the other party (the 
"Indemnitor") of the claim and, when known, the facts constituting the basis 
for such claim. If any claim for indemnification hereunder results from or is 
in connection with any claim or Adverse Consequence by a person who is not a 
party to this Agreement (the "Third-Party Claim"), such notice shall also 
specify, if known, the amount or an estimate of the amount of the liability 
arising therefrom. The Indemnitee shall give the other party prompt notice of 
any such claim and the Indemnitor shall undertake the defense thereof by 
representatives of its own choosing, reasonably satisfactory to the 
Indemnitee, at the expense of the Indemnitor. The Indemnitee shall have the 
right to participate in any such defense of a Third-Party Claim with advisory 
counsel of its own choosing, at its own expense. If the Indemnitor fails to 
defend within a reasonable time after notice of any such Third-Party Claim, 
the Indemnitee or any subsidiary

<PAGE>

or affiliate of the indemnitee shall have the right to undertake the defense, 
compromise, or settlement of such Third-Party Claim on behalf and for the 
account of the Indemnitor, at the Indemnitor's expense and risk. The 
Indemnitor shall not, without the Indemnitee's written consent, settle or 
compromise any such Third Party Claim or consent to entry of any judgment 
that does not include, as an unconditional term thereof, the giving by the 
claimant or the plaintiff to Indemnitee of an unconditional release from all 
liability in respect of such Third-Party Claim. Notwithstanding any provision 
herein to the contrary, failure of Indemnitee to give any notice required by 
this Section shall not constitute a waiver of Indemnitee's right to 
indemnification or a defense to any claim by Indemnitee hereunder.

     13.3  MEANS OF INDEMNIFICATION.  All indemnification hereunder shall be 
effected upon demand as follows by prompt payment of cash, delivery of a 
cashier's check or wire transfer in the amount of the indemnification 
liability.

     13.4  SURVIVAL OF RIGHTS TO INDEMNIFICATION.  The indemnities contained 
herein shall survive the Closing for a period of one (1) year after the 
Closing Date.

XIV.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     14.1  SURVIVAL.  All of the representations and warranties of the 
respective parties contained in this Agreement shall survive the Closing for 
a period of one (1) year after the Closing Date.

XV.  RELEASE.

     15.1  RELEASE. Upon completion of the Closing, GFF and PWCC, for 
themselves, their legal successors and assigns, their agents, officers, 
employees, directors, attorneys, subsidiaries, affiliates, heirs, executors, 
administrators, personal representatives, members and each of them, do hereby, 
absolutely, fully and forever release and discharge Java, its legal 
successors and assigns, its agents, officers, employees, directors, 
attorneys, subsidiaries (including but not limited to Paradise), affiliates, 
heirs, executors, administrators, personal representatives, members and each 
of them, from any and all manner of action or actions, cause or causes of 
action, suits, debts, liabilities, demands, sums of money in controversy, 
damages, accounts, reckonings, and liens of every kind or nature whatsoever, 
whether known, suspected, or unsuspected which GFF and/or PWCC shall or may 
have, own or hold, which they at any time heretofore had, owned or held, or 
may hereafter own, or hold, based on anything occurring before the date of 
this Agreement, including but not limited to, claims in connection with that 
certain Asset Purchase Agreement and the related documents entered into by 
and among GFF, PWCC and Java on or about December 1, 1996 and/or GFF's 
relationship with Peabody (collectively the "GFF/PWCC Claim" or "GFF/PWCC 
Claims"). GFF/PWCC Claims shall not include any claim for a misrepresentation 
or a breach of a convent or warranty under the terms of this Agreement.

     Upon completion of the Closing, Java, for themselves, their legal 
successors and assigns, their agents, officers, employees, directors, 
attorneys, subsidiaries, affiliates, heirs, executors, administrators, 
personal representatives, members and each of them, do hereby, absolutely, 
fully and forever release and discharge GFF and PWCC, its legal successors 
and assigns, its agents, officers,

<PAGE>

employees, directors, attorneys, subsidiaries (including but not limited to 
Paradise), affiliates, heirs, executors, administrators, personal 
representatives, members and each of them, from any and all manner of 
action or actions, cause or causes of action, suits, debts, liabilities, 
demands, sums of money in controversy, damages, accounts, reckonings, and 
liens of every kind or nature whatsoever, whether known, suspected, or 
unsuspected which Java shall or may have, own or hold, which they at any time 
heretofore had, owned or held, or may hereafter own, or hold based on anything 
occurring before the date of this Agreement, including, but not limited to, 
claims in connection with that certain Asset Purchase Agreement and the 
related documents entered into by and among GFF, PWCC and Java on or about 
December ___, 1996 and/or GFF's relationship with Peabody (collectively 
the "Java Claim" or "Java Claims"). Java Claims shall not include any claim 
for a misrepresentation or a breach of a covenant or warranty under the terms 
of this Agreement.

     GFF, PWCC and Java each acknowledge that they have been informed by their 
respective attorneys and advisors of, and each is familiar with, Section 1542 
of the CIVIL CODE of the State of California, which provides as follows:

          "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 
          THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN 
          HIS FAVOR AT THE TIME OF EXECUTING A RELEASE WHICH 
          IF KNOWN TO HIM MUST HAVE MATERIALLY AFFECTED HIS 
          SETTLEMENT WITH THE DEBTOR."

     GFF, PWCC and Java do hereby waive and relinquish all rights and benefits 
each has or may have under Section 1542 of the CIVIL CODE of the State of 
California, to the fullest extent that each may lawfully waive such rights 
and benefits pertaining to the subject matter of this AGREEMENT.

     GFF, PWCC and Java understand and acknowledge that they may discover 
facts different from, or in addition to, those facts which each such party 
now knows or believes to be true, and agrees that this Release shall be and 
remain effective in all respects notwithstanding any such subsequent 
discovery of different and/or additional facts. GFF, PWCC and Java 
acknowledge that it has undertaken its own independent investigation of all 
the facts relating to GFF/PWCC claims and/or the Java Claims and in entering 
this Agreement is not relying on any representation, warranty or statement of 
any other Party except as expressly set forth herein. GFF, PWCC and Java each 
acknowledge that this waiver is an essential and material term of this 
Agreement, without which the consideration set forth herein would not have 
been so delivered.

<PAGE>

XVI. MISCELLANEOUS

     16.1      SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, 
the terms and conditions of this Agreement shall inure to the benefit of and 
be binding upon the respective successors and assigns of the Parties 
(including transferees of any of the Shares issued hereunder). Nothing in 
this Agreement, express or implied, is intended to confer upon any party 
other than the parties hereto or their respective successors and assigns any 
rights, remedies, obligations, or liabilities under or by reason of this 
Agreement, except as expressly provided in this Agreement.

     16.2      GOVERNING LAW. This Agreement shall be governed by and 
construed under the internal laws of the State of California.

     16.3      TIDES AND SUBTITLES. The titles and subtitles used in this 
Agreement are used for convenience only and are not to be considered in 
construing or interpreting this Agreement.

     16.4      NOTICES. Unless otherwise provided, any notice required or 
permitted under this Agreement shall be given in writing and shall be deemed 
effectively given upon personal delivery to the party to be notified or on 
three (3) days after the date of deposit with the United States Post Office, 
by registered or certified mail, postage prepaid and addressed to the Party 
to be notified at the address indicated for such Party indicated below, or at 
such other address as such Party may designate by ten (10) days' advance 
written notice to the other Parties.

               (A)  If to GFF or PWCC, to:
                    The Good Food Fast Companies
                    c/o Pacific Culinary Capital
                    1280 Bison Street, Suite B9-243
                    Newport Beach, CA 92660
                    Attn.: Christopher A. Wheeler, President
                    Telephone Number: (714) 444-4939
                    Telecopier Number: (714) 444-4952

                    With a courtesy copy to:

                    Barry Falk, Esq.
                    Jeffers, Wilson & Shaff, LLP
                    18881 Von Karman Avenue, Suite 1400
                    Irvine, CA 92612
                    Telephone Number: (714) 660-7700
                    Telecopier Number: (714) 660-7799

               (B)  If to Java, to:

                    Java Centrale, Inc.
                    1610 Arden Way, Suite 145
                    Sacramento, CA 95815
                    Attn.: Steven J. Orlando
                    Telephone Number: (916) 568-2310
                    Telecopier Number: (916) 568-6446

<PAGE>

           (C)  If to Peabody, to:
                Edward "Ty" Peabody
                C/O Christopher Wheeler
                151 Kalmus Drive, Suite E-200
                Costa Mesa, CA 92626
                Telephone Number:  (714) 444-3301
                Telecopier Number: (714) 444-3310


     16.5  AMENDMENTS AND WAIVERS. Any term of this Agreement may be 
amended and the observance of any term of this Agreement may be waived 
(either generally or in a particular instance and either retroactively or 
prospectively), only with the written consent of the parties hereto. Any 
amendment or waiver effected in accordance with this paragraph shall be 
binding upon parties hereto and their successors, assigns and transferees.

     16.6  SEVERABILITY. If one or more provisions of this Agreement are held 
to be unenforceable under applicable law, such provision shall be excluded 
from this Agreement and the balance of the Agreement shall be interpreted as 
if such provision were so excluded and shall be enforceable in accordance 
with its terms.

     16.7  COMPLETE AGREEMENT. This Agreement, together with the agreements 
and documents referred to herein, constitute the entire agreement between the 
parties hereto with respect to the subject matter hereof and supersedes all 
prior agreements and understandings by and between the Parties.

     16.8  ATTORNEYS' FEES. Should any litigation or arbitration be commenced 
between the parties hereto or their personal representatives concerning any 
provision of this Agreement or the rights and duties of any person in 
relation thereto, the party prevailing in such litigation or arbitration 
shall be entitled, in addition to such other relief as may be granted, to a 
reasonable sum as and for its or their attorneys' fees in such litigation or 
arbitration which shall be determined by the court or arbitration board.

     16.9  ARBITRATION. Any matter or disagreement arising under this 
Agreement shall be submitted in Orange County, California for decision to a 
panel of three neutral arbitrators with expertise in the subject matter to 
be arbitrated. One arbitrator will be selected by each party and the two 
arbitrators so selected shall select the third arbitrator. The arbitration 
shall be conducted in accordance with the rules of the American Arbitration 
Association. The decision and award rendered by the arbitrators shall be 
final and binding. Judgment upon the award may be entered in any court 
having jurisdiction thereof. Any arbitration shall be held in Orange County, 
California, or such other place which may be mutually agreed upon by the 
parties.

     16.10 CORPORATE APPROVALS. The Parties represent and warrant that the 
execution of this Agreement by its applicable corporate officer named below 
has been duly authorized by their applicable Board of Directors, is not in 
conflict with any Bylaw or other agreement and will be a binding obligation 
of the Parties, enforceable in accordance with its terms. 

<PAGE>

     16.11 COUNTERPARTS. This Agreement may be executed in counterparts, 
including electronically transmitted counterparts, each of which shall be 
enforceable against the Party actually executing such counterpart, and all of 
which together shall constitute one instrument.

     IN WITNESS WHEREOF, the parties have executed this Omnibus Agreement 
dated March 31, 1997.

"Java"                     JAVA CENTRALE, INC.
                           a California corporation


                           By: /s/ Gary Nelson
                              --------------------------------------------
                               Gary Nelson, President


                           By:/s/ Stephen J. Orlando
                              --------------------------------------------
                               Stephen J. Orlando, Chief Financial Officer



"GFF"                      THE GOOD FOOD FAST COMPANIES,
                           a Nevada corporation


                           By:--------------------------------------------
                               J. Brian Amster, Chairman of the Board


                           By: /s/ Christopher A. Wheeler
                              --------------------------------------------
                               Christopher A. Wheeler, President


"PWCC"                     PACIFIC WEST COFFEE COMPANY,
                           a California corporation


                           By:--------------------------------------------
                               J. Brian Amster, Chairman of the Board


                           By: /s/ Christopher A. Wheeler
                              --------------------------------------------
                               Christopher A. Wheeler, President



"Peabody"                  By: /s/ Edward Ty Peabody
                              --------------------------------------------
                               Edward "Ty" Peabody