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                                 E.C.  CAPITAL, LTD.


The following sets forth the general restated terms and conditions by which Java
Centrale, Inc. engages E.C. Capital, Ltd. As its Placement Agent:

COMPANY: Java Centrale, Inc.

         PART I:

AMOUNT:   $250,000 Minimum/$825,000 Maximum, best efforts basis

OFFERING: 10 Units Minimum/30 Units Maximum.  Each Unit consisting of:

          (1) 250,000 shares of common stock, no par value; and

          (2) 250,000 common stock purchase warrants (A Warrants) exercisable
              at $.16 per share for two years, non-callable, subject to
              adjustment for dilution, corporate events, etc., the issuance of
              said Warrants is conditioned upon shareholder approval pursuant
              to an undertaking by the Company to call a special meeting of
              shareholders seeking approval for an amendment to the Certificate
              of incorporation increasing the authorized number of shares to
              50,000,000 a one for ten reverse stock split and a
              reincorporation of the Company to Delaware or Nevada.

          (3) 250,000 common stock purchase warrants (B Warrants) exercisable
              at $.20 per share for three years, non callable, subject to
              adjustment for dilution, corporate events, etc., the issuance of
              said Warrants is conditioned upon shareholder approval pursuant
              to an undertaking by the Company to call a special meeting of
              shareholders seeking approval for an amendment to the Certificate
              of incorporation increasing the authorized number of shares to
              50,000,000 a one for ten reverse stock split and a
              reincorporation of the Company to Delaware or Nevada.

          (4) All of the above securities shall have registration rights as set
              forth below but will be subject to a re-restriction agreement
              between the holder and E.C. Capital, Ltd. Wherein the holder
              agrees not to publicly sell any securities for a period of one
              year from the date of issuance without the prior written consent
              of E.C. Capital, Ltd.

PRICE:   $25,000 per Unit

         PART II:
         
         A second offering will commence upon the closing of the $625,000
         maximum offering as set forth above.  The terms will be $825,000
         maximum best efforts offering, $25,000 dollar price per unit and the
         Units will be identical to the Units in Part I above.  The commencement
         of the Part II, however, is expressly conditioned upon shareholder
         approval of the amendment to the Certificate of Incorporation
         increasing the authorized number of shares to 50,000,000, a one for
         ten reverse stock split and a reincorporation of the company to
         Delaware or Nevada.

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REGISTRATION RIGHTS:

         The Company shall file a Registration Statement with the Securities
         and Exchange Commission of register for resale the shares of common
         stock included in the Units and the shares of common stock usable upon
         exercise of the A and B Warrants included in the Units, no later than
         30 days after the holding of a special shareholders' meeting as set
         forth above.  The Company shall use its best efforts to have such
         Registration Statement declared effective within 120 days thereof.  In
         the event such Registration Statements is not declared effective
         within such 120 days thereof.  In the event such Registration
         Statement is not declared effective within such 120 day period, the
         Company shall issue to the Holders of the Units a number of whole
         shares of common stock equal to 10% of the number of shares of common
         stock owned by such Holders in respect of Units purchased for each 30
         day period following such 120 day period that such Registration
         Statement has not been declared effective.  The Company shall maintain
         the effectiveness of such Registration Statement at its own expense
         for a period of two years after such Registration Statement has been
         declared effective.
         
USE OF PROCEEDS:

         Working capital

CONDITIONS:

         (1)  Board of Directors - one observer as designation by E.C. Capital,
              Ltd. For a period of 3 years, with the same compensation and
              reimbursement of expenses as with a board member.

         (2)  Holding of a special shareholders' meeting as outlined above no
              later than the termination date of October 31, 1997.

         (3)  Restriction on the issuance of any of the Company's equity and/or
              debt securities for a period of three years following the closing
              date of the Offering without the written consent of the Placement
              Agent.

         (4)  Placement agent review of management employment contracts, stock
              options and benefit plans, with all reasonable requests for
              amendments and give-backs complied with.

         (5)  Agreement with convertible debt holders and  existing warrant
              holders on changing conversion prices and/or cancellations.

         (6)  Execution of a Financial Consulting Agreements whereby E.C.
              Capital, Ltd. Shall render financial consulting services to the
              Company for a period of three years following the date of the
              minimum closing, with a financial consulting fee of $3,000 per
              month, the first monthly payment due on the date of the minimum
              closing and on like date for the next successive 35 months.

         (7)  All officers and directors shall agree to a oneyear lock-up
              beginning on the date of the effectiveness of the Registration
              Statement referred to 
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              above subject ot release with the prior written consent of 
              E.C. Capital, Ltd.

         (8)  Effectuate a name change to Paradise Bakery & Cafe.

         (9)  Termination Date for Part I:  October 31, 1997

PLACEMENT AGENT FEES:
         
         The placement agent will receive the following compensation package
         for each of Part I and Part II, payable at closing

         10% Commission
           3% Non-accountable
           5% Warrant solicitation fee
         2,500,000 Class A Warrants to E.C. Capital, Ltd.*
         2,500,000 Class B Warrants to E.C. Capital, Ltd.*

         *The issuance of which is subject to shareholder approval of the
         amendment to the certificate of incorporation authorizing an increase
         in the authorized shares to 50,000,000.




Effective Date:    July 29, 1997       E.C. Captial, Ltd.
                                       
                                       By:______________________

                                       Java Centrale, Inc.

                                       By:______________________