Exhibit 10.12







                                    * * * * *


                          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>
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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
</TABLE>

                                                         i
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<S>     <C>                                                                                                      <C>
         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

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-1 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:



<PAGE>

                                    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 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)(1)(A) and Section 368(a)(2)(D) of the
                  Internal Revenue Code of 1986, as amended (the "Code").

                                        2

<PAGE>

         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.

         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

                                        3

<PAGE>

                  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.


                                        4

<PAGE>

                  (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 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

                                        5

<PAGE>

                          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 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

                                        6

<PAGE>

                          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 in 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

                                        7

<PAGE>

                                    business in good standing in each
                                    jurisdiction where the nature of the
                                    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 non-assessable, 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

                                        8

<PAGE>

                          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 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

                                        9

<PAGE>

                                    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

                                       10

<PAGE>


                                    payable and Liens on personal property
                                    created in connection with equipment leases,
                                    installment purchase contracts, conditional
                                    sales 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.


                                       11

<PAGE>

                          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
                          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)(1)(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,

                                       12

<PAGE>

                          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.

                  (l)     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(l) (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).


                                       13

<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

                                       14

<PAGE>

                          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 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

                                       15

<PAGE>

                          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.

                                       16

<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 in 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.


                                       17

<PAGE>


                  (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.

                          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.

                                       18

<PAGE>

                          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

                                       19

<PAGE>

                                    nor do either of them 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 BTI: (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.


                                       20

<PAGE>

                  (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 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

                                       21

<PAGE>

                           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:


                                       22

<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

                                       23

<PAGE>

                          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 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,

                                       24

<PAGE>

                          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

         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;

                                       25

<PAGE>

                  (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

                                       26

<PAGE>

                          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.

         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.

                                       27

<PAGE>

                                    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 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

                                       28

<PAGE>

                  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

                                       29

<PAGE>

                                    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 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

                                       30

<PAGE>



                                    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.

         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),

                                       31

<PAGE>

                                    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.

                                       32

<PAGE>


         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 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").


                                       33

<PAGE>

                          (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 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.


                                       34

<PAGE>

                          (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

                                       35

<PAGE>


                           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.

                  (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.

                                       36

<PAGE>

         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;

                  (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

                                       37

<PAGE>

                  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.



                                       38

<PAGE>

                                    ARTICLE 9

                               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

                                       39

<PAGE>

                  With a copy to:
                  ---------------

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

         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.

                                       40

<PAGE>



         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.





                     [remainder of page intentionally blank]



                                       41

<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
Exhibit D         -        Pledge and Escrow Agreement
Exhibit E         -        Charles A. Beasley Employment Agreement

                                       42

<PAGE>


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 CorporateApprovals
Schedule 4.1(e)       -    Company Third Party Consents
Schedule 5.1          -    Dividends and Distributions-Beasley
Schedule 6.2          -    Key Employees (form of Employment Agreement)