EXHIBIT 10.10

     Form 8-K dated November 17, 1997, and attached Reorganization Agreement



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-KSB

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                                November 14, 1997
                                (Date of Report)

                            Famous Sam's Group, Inc.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

        0-24736                                          88-0361701
(Commission File Number)                    (IRS Employer Identification Number)

                1999 Broadway, Ste. 3235, Denver, Colorado 80202
           (Address of principal executive offices including zip code)

                                 (303) 292-2992
               (Registrant's telephone number including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


Item 1.  Change in Control of Registrant.

Acquisition of  BioProgress  Technology,  Inc., as a Wholly-Owned  Subsidiary of
Registrant:

On October 30,  1997,  Famous  Sam's  Group,  Inc.,  a Nevada  corporation  (the
"Company"), entered into a letter of intent with BioProgress Technology, Inc., a
Colorado corporation ("BioProgress Technology"),  which was followed on November
17, 1997, by a formal agreement (the  "Reorganization  Agreement").  Pursuant to
the  Reorganization  Agreement,  the  Company  agreed  to  acquire  all  of  the
outstanding  capital stock of  BioProgress  Technology in exchange for 4,000,000
post-split shares of Common Stock.  Immediately prior to closing the Company had
reverse split its outstanding capitalization on a one for five (1:5) basis.

Business of BioProgress Technology:

BioProgress  Technology  has entered into an "Exclusive  Distributor  Agreement"
with  BioProgress  Technology,  Limited,  an entity  incorporated  in the United
Kingdom (the  "Distributor").  The  Distributor  is engaged in the  development,
manufacture,  sale and  distribution  of materials and processes used to replace


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gelatin in the manufacture of soft capsules,  as discussed in more detail below.
BioProgress  Technology,  under this  agreement,  has been  granted the right to
serve as the  "Exclusive  Distributor"  of the foregoing  products in the United
States and Canada, and has agreed to purchase  34,500,000 products over a twelve
month  period  beginning  in  January  of next year at a price per  thousand  of
$66.00. The volume purchased will increase by 20% per annum after the first year
of the  agreement  through the fifth year, by 15% per annum in years six through
ten,  10% per annum in years  eleven  through  15,  and 5% per annum in years 16
through 20. If this purchase  schedule is not met,  BioProgress  Technology will
lose the exclusive  right to  distribute  these  products,  but may not lose its
distribution  rights  altogether,   i.e.,  it  may  remain  as  a  non-exclusive
distributor;  however,  the Distributor will then have the right to find another
exclusive  distributor  in the United  States and Canada for the  products.  The
Distributor  remains the sole owner of the technical  know-how and  intellectual
property rights associated with the products.

The Gelatin Capsule Industry and the Opportunity:

BioProgress Technology, as a result of the Exclusive Distributor Agreement, aims
to take commercial advantage of certain external factors adversely affecting the
gelatin  industry,  particularly  soft gelatin  encapsulation,  by providing the
industry with a cost effective commercial substitute and flexible  manufacturing
process  for  the  gelatin  capsule.  Gelatin  capsules  are  currently  used to
encapsulate a wide range of consumer products,  including  cosmetics and dietary
supplements.  This represents an extremely  large and lucrative  market which is
urgently  seeking a  replacement  for gelatin,  product  under attack on various
fronts.

Gelatin  is  a  protein  derived  from  animal  renderings,  which  is  used  to
encapsulate dietary supplements, oils, cosmetic preparations and, in some cases,
drug  delivery  systems.  The  global  annual  consumption  of gelatin by weight
exceeds  210,000  tonnes,  of which 21,000 tonnes are used to produce  around 50
billion soft capsule products  annually.  Expansion of the encapsulation  market
into those groups with  religious and ethical  concerns  about the use of animal
derived  materials would open up such markets as the Muslim population which now
stands globally at approximately  935 million,  and vegetarians,  of which there
are an  estimated  29  million  in the USA alone.  Currently,  these  groups are
supplied  either with hard cellulose  capsules or, in the case of Muslims,  with
gelatin  derived  solely from bones.  In addition,  the fear of  contraction  of
Bovine  Spongiform  Encephalopathy  ("Mad Cow  Disease")  from the  ingestion of
gelatin based capsules has opened up further opportunities.

Management  of  the  Distributor  and  BioProgress  Technology  have  identified
weaknesses in the processing requirements and in-use performance of gelatin, and
the Distributor has filed a patent application in respect of a new process using
a replacement material ("X-GelTM"). In addition, trials of this new process have
been  concluded and have proved the principle  and  commercial  viability of the
technology.

BioProgress   Technology  has  landed  the  contractual  right  to  exploit  the
formulation and engineering  necessary to perfect an encapsulation  system which
does not require the unique properties of gelatin. Trial manufacturing processes
have  concluded,  and  management  believes  that the  product  is now ready for
commercial use, which, under the means proposed,  does not require  governmental
approval.

New Management:

The Board of Directors,  as a result of the BioProgress Technology  acquisition,
now consists of one member, Mr. Barry J. Muncaster, who, it is anticipated, will
appoint additional directors in the near future. Mr. Muncaster is also presently
the sole executive  officer of the Company.  The following  table sets forth all
those persons who are now officers of BioProgress Technology.

         NAME                                 POSITION WITH COMPANY(1)

Barry J. Muncaster                            Chairman

Malcolm D. Brown                              Chief Executive Officer

James T.C. Longley                            Chief Financial Officer

Edward Z. Nowak                               Director of Research & Development

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--------------------------------------------------------------------------------

(1) None of the above  individuals has any arrangement or understanding  whereby
they are or will be  selected  as a director  or  nominee  of the  Company or of
BioProgress  Technology.  All directors and executive  officers will hold office
until the next annual meeting of  shareholders  and until their  successors have
been elected and  qualified.  All officers are elected by the Board of Directors
at its annual meeting immediately following the shareholders' annual meeting and
hold office until their death or until they  earlier  resign or are removed from
office.  There are no written or other  contracts  providing for the election of
directors or term of employment of executive  officers,  all of whom serve on an
"at will" basis.
--------------------------------------------------------------------------------


Profiles of  Directors  and  Executive  Officers of the Company and  BioProgress
Technology:

Barry  J.  Muncaster,  Chairman.  Mr.  Muncaster  is  Chairman  of the  Board of
Directors and the sole executive officer of the Company.  He is also Chairman of
BioProgress Technology.

Mr. Muncaster trained as a telecommunications engineer with British Telecom, and
obtained a diploma in Telecommunications  Engineering from the Cambridge College
of Arts and Technology. Since 1970, Mr. Muncaster has been involved at executive
and  senior  executive  level with  companies  engaged  in the  development  and
commercialization  of high  technology  products,  which  include:  laser  based
systems  employed in high energy physics  experiments,  electronic  taxi meters,
personal  computer  systems and home banking  systems.  He was a cofounder,  and
served as Chief Executive Officer of Oric Products International, Limited which,
within  three  years of  start-up,  manufactured  and sold in excess of  300,000
personal  computers,  achieving sales revenues in excess of $45,000,000 prior to
its sale in 1983 to an investment company quoted on the London Stock Exchange.

Since 1987, Mr. Muncaster has been a partner in the Jade Partnership,  a firm of
management  consultants,  which specializes in assisting developmental companies
engaged  in high  technology  activities.  The  Jade  Partnership  was the  sole
shareholder of  BioProgress  Technology  and now owns  approximately  80% of the
outstanding common stock of the Company.

Malcolm D. Brown,  Chief  Executive  Officer.  Mr. Brown is responsible  for the
direction  and  implementation  of the  research  and  development  programme of
BioProgress Technology,  the production engineering of its products, and for the
environmental,  safety and  performance  compliance of all raw materials used by
BioProgress Technology.

Mr. Brown holds a Bachelor of Science Degree (Honors) in Applied Biology,  and a
Master of Science Degree in Microbiology.

Prior to cofounding his affiliation with BioProgress Technology,  Mr. Brown held
senior  research  positions  with  Gestetner  Corporation  and  with  Ferrisgate
Limited, where he worked on the formulation of specialist inks and coatings used
in industrial processes.

James T.C. Longley,  Chief Financial Officer. Mr. Longley received an accounting
degree with honors from Leeds  University,  and was admitted to the Institute of
Chartered  Accountants in England in July,  1983, at which time he joined Arthur
Andersen  & Co.,  a "Big 6"  accounting  firm,  where he worked  for two  years,
attaining the position of Senior Accountant,  Auditing Division.  He then served
for  three   years  as  a  manager  in  the   Merchant   Banking   Division   of
Creditanstahl-Bankverein before leaving to join Touche Ross and Co., another Big
6 accounting firm, as a senior manager in its corporate financial  division.  In
1991, Mr. Longley founded Chapman Longley  Chartered  Accountants and Registered
Auditors in the United Kingdom,  where,  in addition to providing  services to a
range  of  clients,   he  participated  as  part  of  a  management  team  which
successfully   completed  a  Li.10.5  million   management   buy-in  within  the
manufacturing  industry,  and also served as the  finance  director of The Fleet
Management  Group Limited which had annual revenues of Li.18 million during this
time.

Edward Z. Nowak,  Director of Research &  Development.  Mr.  Nowak has spent his
career in the agrochemical and specialty chemical industries. After serving as a
trainee chemist with Fisons, he joined Ciba Geigy, where he progressed to Senior
Chemist  and  finally  to  Head  of  the  Formulation   Group,   pioneering  new
formulations and processes for products  designed for use in crop protection and
animal  health.  In 1989,  Mr.  Nowak  joined  Jeyes Group plc as  Research  and
Development  Manager.  As well as being involved in numerous brand improvements,


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<PAGE>


Mr. Nowak was responsible for improving the environmental profile of a number of
consumer  products.  In his last position as European Technical Manager for Bush
Boake Allen Limited, he helped "blue chip" organizations develop new products to
complement their existing branded range.

Consultants to BioProgress Technology:

Dawn M. Franklin. Ms. Franklin served for 21 years as Marketing Property Manager
for Mars, Inc.,  where she was responsible for the management,  registration and
prosecution  of  intellectual  property  and  trademarks.  She  has a very  high
standing  in the  international  trademark  community  and holds  the  following
positions:   (i)  Member  of  Board  of  Directors  of  International  Trademark
Association;  (ii) Chairman of Membership  Committee of International  Trademark
Association;  (iii) Vice-Chairman of Public Relations Committee of International
Trademark Association; (iv) Vice-Chairman of British Brands Group; (v) Member of
Trademark   Committee   of  AIM   (European   Association   of   Branded   Goods
Manufacturers);  (vi) Delegate  representing AIM at World Intellectual  Property
Organization ("WIPO"); (vii) Member of Committee of Experts on Subject of Famous
Marks at WIPO;  (viii)  Consultant to WIPO and Member of Committee of Experts at
WIPO on Subject of International Trademark Licensing; and (ix) Member of MARQUES
(Association of European Trademark Proprietors).

Present Capital Structure:

The Company's equity capitalization consists of two classes of stock, common and
preferred.  There are  10,000,000  shares of Common  Stock,  par value  $.01 per
share, and 1,000,000 shares of Preferred Stock, par value $.01 per share,  which
are authorized to be issued.  All  outstanding  shares of Common Stock are fully
paid for and nonassessable. A holder of Common Stock is entitled to one vote per
share on all matters submitted for action by the stockholders.  A quorum for the
transaction  of  business  at any  meeting  of the  holders  of Common  Stock is
one-third  of the shares  outstanding.  All shares of Common  Stock are equal to
each other with respect to the election of directors;  therefore, the holders of
more than 50% of the  outstanding  Common Stock  present at a meeting at which a
quorum is present and at which  directors  are being elected can, if they choose
to do so, elect all of the  directors.  Thus, the holders of as little as 16.51%
of the  outstanding  Common  Stock  could  elect  directors.  The  terms  of the
directors are not staggered.  Directors are elected  annually to serve until the
next annual  meeting of  stockholders  and until their  successor is elected and
qualified.  There are no preemptive  rights to purchase any additional shares of
Common  Stock or other  securities  of the  Company,  nor is  cumulative  voting
applicable to the election of the Board of Directors. The shares of Common Stock
have those dividend  rights  prescribed by the laws of the State of Nevada,  are
not  convertible  into any other  security,  do not have sinking fund provisions
applicable to them and are not subject to redemption or to any  restrictions  on
transfer.

As of November 17, 1997, the transfer ledgers  maintained by the Company's stock
transfer agent, including individual participants in security position listings,
indicated that there were approximately  5,000,000 shares of Common Stock issued
and outstanding. These were held more than 2,400 shareholders on that date.

The Articles of Incorporation  vest the Board of Directors with the authority to
divide the  Preferred  Stock into series and to fix and  determine  the relative
rights and preferences of the shares of any preferred series  established to the
full  extent  permitted  by the laws of the State of Nevada and the  Articles of
Incorporation  with respect to, among other things,  (a) the number of shares to
constitute a series and the distinctive  designation  thereof,  (b) the rate and
preference  of  dividends,  if any,  the time of payment of  dividends,  whether
dividends are cumulative and the date from which any dividends  begin  accruing,
(c) whether  shares may be redeemed  and,  if so, the  redemption  price and the
terms and conditions of redemption,  (d) the liquidation  preferences payable in
the event of  involuntary  or voluntary  liquidation,  (e) sinking fund or other
provisions,  if any, for the redemption or purchase of shares, (f) the terms and
conditions upon which shares may be converted,  if  convertible,  and (g) voting
rights,  if any. The Company,  as of November 17, 1997,  had no Preferred  Stock
outstanding.

There are no issued or  outstanding  options,  warrants or calls  entitling  any
person  to  purchase  any  shares  of Common  Stock or other  securities  of the
Company.

Fidelity  Transfer Company,  1800 South West Temple,  Suite 301, Salt Lake City,
Utah 84115 has been  engaged by the Company to serve as the  transfer  agent for
the Common Stock.


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No  dividends  have been  declared  on the  Common  Stock by the  Company  since
inception,  and no dividends  are planned in the  foreseeable  future;  however,
there are no restrictions at present on the declaration or payment of dividends.

Properties:

The Company, as of the date of this report,  owned no real or personal property,
tangible  or  intangible,  other  than its  ownership  of all of the  issued and
outstanding common shares of BioProgress Technology. Conversely, the Company had
no  liabilities  which  had not  either  been  paid in their  entirety  or fully
provided for.

BioProgress , as of the date of this report, was being allowed the use of office
space from its form  principal  shareholder  at St.  John's  Innovation  Centre,
Cowley  Road,  Cambridge,  England.  Management  is  presently  investigating  a
location for the operations of the entity in the United States.

Item 2.  Acquisition or Disposition of Assets:  See Item 1, above.

Item 3.  Bankruptcy or Receivership:  Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant:  Not Applicable.

Item 5.  Other Events.

In conjunction with the execution and delivery of the Reorganization  Agreement,
BioProgress  Technology  entered into an agreement with the  shareholders of the
Distributor  which gives  BioProgress  Technology the option of acquiring all or
any  part,  on a pro rata  basis,  of the  issued  and  outstanding  proprietary
interest of the  Distributor  on or before June 30,  1998.  The  Company,  if an
election is made,  would be required to issue one and 1/2 shares of Common Stock
for  each  share  outstanding  of  BioProgress  Technology.   BioTechnology  has
10,100,000 shares  outstanding;  thus, if the option were exercised in full, the
Company  would  issue  15,150,000  shares of Common  Stock.  On exercise of this
election,  BioProgress may have no more than 10,100,000 shares outstanding,  and
the Company may have no more than  5,000,000  shares of Common  Stock issued and
outstanding  and must have completed or be in a position to complete the sale of
such number of shares of Common Stock at a price of no less than $5.00 per share
so as to generate no less than $4,000,000 net of all costs.

Item 6.  Resignation of Registrant's Directors:  Not Applicable.

Item 7. Financial Statements,  Pro Forma Financial Information and Exhibits: Not
Applicable.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

FAMOUS SAM'S GROUP, INC.
(Registrant)

By: /s/ Barry J. Muncaster
-------------------------------------------
Barry J. Muncaster, Chief Executive Officer

Date: December 10, 1997








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                                    EXHIBITS

Exhibit 1. - Plan and Agreement of Reorganization


                      PLAN AND AGREEMENT OF REORGANIZATION
                                      under
                   SECTION 368(b) of the Internal Revenue Code

THIS  AGREEMENT  has been made and entered into this 14th day of November,  1997
(the "Closing  Date"),  and is by and between,  on the first part,  Famous Sam's
Group, Inc., a publicly-held and traded Nevada corporation ("FSGI"), and, on the
second part, BioProgress Technology, Inc., a privately-held Colorado corporation
("BPTI"), and the sole shareholder of BPTI, The Jade Partnership  International,
Inc., a Delaware  corporation  ("JPII").  The following premises are an integral
part of this agreement.

1. JPII currently owns all of the outstanding  proprietary interest of BPTI (the
"BioProgress Shares").

2. JPII  desires  to  transfer  and  convey  the  BioProgress  Shares to FSGI in
exchange for  4,000,000  post-November  3, 1997,  reverse split common shares of
FSGI,  which FSGI Shares  shall  aggregate  no less than 80% of the  outstanding
share   capitalization  of  FSGI  after  the  transfer  and  conveyance  of  the
BioProgress Shares to FSGI (the "FSGI Shares").

3. FSGI  desires to acquire the  BioProgress  Shares in exchange  solely for the
FSGI Shares.

4. JPII, BPTI and FSGI desire to effect the foregoing  conveyances and transfers
of  the  BioProgress  and  FSGI  Shares  on a  tax-free  basis  pursuant  to the
provisions  of  Section  368(b) of the  Internal  Revenue  Code,  as the same is
presently effective ("IRC").

THE  PARTIES,  THEREFORE,  hereby adopt this plan and  reorganization  agreement
("Agreement")  under the  aforesaid  provisions  of the IRC and further agree as
follows:

                                    ARTICLE I
    TRANSFER AND CONVEYANCE OF THE BIOPROGRESS AND FSGI SHARES; RESIGNATIONS

1.1.  Transfer  and  Conveyance.  Subject  to  all  of  the  terms,  conditions,
representations,   warranties  and  covenants  set  forth  herein,  JPII  hereby
transfers  and  conveys  (without  reservation  and  free  and  clear  from  all
encumbrances)  to FSGI the BPTI  Shares and FSGI  hereby  transfers  and conveys
(without  reservation and free and clear from all encumbrances) to JPII the FSGI
Shares.

1.2.  Resignation  of FSGI  Directors and Officers.  The current  members of the
board of directors of FSGI have  appointed  Mr. Barry J.  Muncaster to the board
and,  subsequently,  have  resigned  all  positions  which  they had with  FSGI,
releasing FSGI from any further compensation for their services.

                                   ARTICLE II
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1.  Representations  and Warranties of FSGI.  FSGI  represents and warrants to
JPII and BPTI, jointly and severally, as of the Closing Date as follows:

(a) All necessary  action has been taken to make this  Agreement a legal,  valid
and binding  obligation of FSGI  enforceable  in  accordance  with its terms and
conditions.

(b) The execution and delivery of this Agreement and the  performance by FSGI of
its obligations hereunder will not result in any material breach or violation of
or material default under any material  agreement,  indenture,  lease,  license,
mortgage, instrument, or understanding,  nor result in any violation of any law,


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rule, regulation,  statute, order or decree of any kind, to which FSGI or any of
its affiliates is a party or by which they or any of their property is or may be
or become subject,  nor in the violation of the articles or bylaws governing the
conduct of FSGI.

(c) FSGI has  delivered  to BPTI and JPII its annual  report on Form 10-KSB (and
the amendment  thereto on Form 10- KSB/A) for the year ended  December 31, 1996,
and its quarterly reports on Form 10-QSB for the fiscal quarters ended March 31,
1997,  June 30, 1997, and September 30, 1997, all of which were true and correct
as of the date of filing and remain true and correct in all material respects as
of the date hereof,  with the exception  that all  liabilities of FSGI have been
satisfied through the issuance of approximately  920,000  post-November 3, 1997,
reverse split FSGI common shares prior to the delivery of the FSGI Shares. Also,
FSGI has  provided  to BPTI and JPII full access to any and all  information  it
desired  concerning  the  business  and  operations  of FSGI,  and FSGI has made
available to BPTI and JPII such  personnel  as has been  requested to answer any
and all questions  which BPTI and JPII may have had concerning its investment in
FSGI.  Further,  FSGI  is  current  in all of its  required  reports  under  the
Securities Exchange Act of 1934, as amended.

(d) The FSGI  Shares  have each been  validly  issued and are fully paid for and
nonassessable.

(e) The FSGI  Shares  are not and shall not be or  become  subject  to any lien,
encumbrance,  security interest or financing statement whatsoever.  Further, the
FSGI Shares are not the subject of any other agreement in regards thereof.

(f) The FSGI Shares  represent 80% of the  outstanding  proprietary  interest of
FSGI, and there are no outstanding  commitments (direct or indirect) which would
cause the  issuance or transfer  out of treasury of any  additional  proprietary
interest of FSGI, whether common stock, preferred stock or debt.

2.2  Representations  and Warranties of BPTI and JPII. BPTI and JPII each hereby
represents and warrants,  jointly and severally,  to FSGI as of the Closing Date
as follows:

(a) All necessary  action has been taken to make this  Agreement a legal,  valid
and binding  obligations  of BPTI and JPII  enforceable  in accordance  with its
terms and conditions.

(b) The execution and delivery of this Agreement and the performance by BPTI and
JPII of their respective  obligations  hereunder will not result in any material
breach  or  violation  of or  material  default  under any  material  agreement,
indenture, lease, license, mortgage, instrument, or understanding, nor result in
any  violation of any law,  rule,  regulation,  statute,  order or decree of any
kind, to which either BPTI and/or JPII or any of their respective  affiliates is
a party or by which they or any of them or any of their property is or may be or
become  subject,  nor in the  violation of the articles or bylaws  governing the
conduct of either BPTI or JPII.

(c) The BPTI  Shares  have each been  validly  issued and are fully paid for and
nonassessable.

(d) The BPTI  Shares  are not and shall not be or  become  subject  to any lien,
encumbrance,  security interest or financing statement whatsoever.  Further, the
BPTI Shares are not the subject of any other agreement in regards thereof.

(e) The BPTI Shares  represent 100% of the outstanding  proprietary  interest of
BPTI, and there are no outstanding  commitments (direct or indirect) which would
cause the  issuance or transfer  out of treasury of any  additional  proprietary
interest of BPTI, whether common stock, preferred stock or debt.

(f) The sole asset of BPTI is the Exclusive  Distribution  Agreement  dated even
date herewith by and between BioProgress Technology, Limited, an English entity,
and BPTI. BPTI has no other assets or liabilities of any kind.

(g) JPII and BPTI have  provided to FSGI full access to any and all  information
it desired  concerning the business and operations of JPII and/or BPTI, and JPII
and BPTI have made  available to FSGI such  personnel  as has been  requested to
answer any and all questions  which FSGI may have had  concerning its investment
in BPTI.

2.3  Understandings of FSGI.  FSGI acknowledges, understands and agrees that:


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(a) JPII and BTPI make no warranties  (expressed or implied) regarding the value
or potential  value of the  Exclusive  Distribution  Agreement  between BPTI and
BioProgress Technology Limited.

(b) In order to fully maximize the benefit, if any of the Exclusive distribution
Agreement,  additional and substantial  funds may be required,  all of which are
the responsibility of FSGI.

2.4  Understandings of JPII.  JPII acknowledges, understands and agrees that:

(a) The certificate  representing the FSGI Shares will bear a legend restricting
its transfer under Rule 144 of the Securities Act of 1933, as amended,  and will
be issued solely in the name of JPII.

(b) The FSGI Shares have not been  registered  under the Securities Act of 1933,
as amended,  or any applicable state law  (collectively,  the "Securities Act");
further,  the  FSGI  Shares  may not be sold,  offered  for  sale,  transferred,
pledged,  hypothecated  or otherwise  disposed of except in compliance  with the
Securities Act; further,  FSGI has no obligation,  and does not intend, to cause
the FSGI Shares to be registered under the Securities Act, or to comply with any
exemption  under the  Securities Act that would permit a sale or sales of all or
any portion of the FSGI Shares; further, the legal consequences of the foregoing
mean that JPII must bear the economic risk of the  investment in the FSGI Shares
for an  indefinite  period of time;  and,  further,  if JPII  desires to sell or
transfer all or any part of the FSGI Shares within the restricted  period,  FSGI
may require  JPII's  counsel to provide a legal opinion that the transfer may be
made without registration under the Securities Act.

(c) No federal or state agency has made any findings or  determination as to the
fairness of an investment in FSGI, or any  recommendation or endorsement of this
investment.

(d) There is presently only an extremely  limited market for the FSGI Shares and
no market may exist in the  future  for any sale or sales of all or any  portion
thereof.

(e) Its  commitment  to  investments  that  are not  readily  marketable  is not
disproportionate  to its net worth,  and its  investment in the FSGI Shares will
not cause such overall commitment to become excessive.

(f) It has the financial  ability to bear the economic risks of its  investment,
has  adequate  means of  providing  for its current  needs,  and has no need for
liquidity in this investment.

(g) It has evaluated the high risks of investing in the FSGI Shares and has such
knowledge and  experience  in financial  and business  matters in general and in
particular  with  respect  to this  type of  investment  that it is  capable  of
evaluating the merits and risks of an investment in the FSGI Shares.

(h) It has been given the  opportunity  to ask questions of and receive  answers
from FSGI concerning the terms and conditions of this investment,  and to obtain
additional  information  necessary to verify the accuracy of the  information it
desired in order to evaluate its  investment,  and in evaluating the suitability
of an investment in the FSGI Shares has not relied upon any  representations  or
other  information  (whether oral or written) other than that furnished to it by
FSGI or the representatives of FSGI.

(i) It has had the opportunity to discuss with its professional,  legal, tax and
financial  advisers the  suitability of an investment in the FSGI Shares for its
particular tax and financial  situation and all information that it has provided
to FSGI concerning itself and its financial  position is correct and complete as
of the date set forth below.

(j) In making the decision to purchase the FSGI Shares it has relied solely upon
independent investigations made by it or on its behalf.

(k) It is acquiring the FSGI Shares solely for its own account,  for  investment
purposes  only,  and is not  purchasing  with a view  to,  or for,  the  resale,
distribution,  subdivision or fractionalization thereof, other than the possible
distribution of said shares to the shareholders of JPII.


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<PAGE>



                                   ARTICLE III
                                  MISCELLANEOUS

3.1. Entire Agreement;  Modification.  This Agreement sets forth and constitutes
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof,  and supersedes  any and all prior  agreements,  understandings,
promises,  warranties,  covenants and  representations  made by any party to the
other concerning the subject matter hereof and the terms applicable hereto. This
Agreement  may not be  released,  discharged,  amended or modified in any manner
except by an instrument in writing signed by duly authorized  representations of
the parties hereto.

3.2.  Severability.  The invalidity or unenforceabilty of one or more provisions
of this Agreement shall not affect the validity or  enforceability of any of the
other provisions  hereof,  and this Agreement shall be construed in all respects
as if such invalid or unenforceable provisions are omitted.

3.3. Governing Law. This Agreement shall be deemed to have been entered into and
shall be  construed  and  enforced in  accordance  with the laws of the State of
Nevada.

3.4.  Waivers.  The  failure of any party  hereto to insist,  in any one or more
instances,  upon the performance of any of the terms, covenants or conditions of
this  Agreement  or to  otherwise  exercise  any right  hereunder,  shall not be
construed as a waiver or  relinquishment  of the future  performance of any such
term,  covenant or  condition  or the future  exercise  of such  right,  but the
obligations of the party with respect to such future  performance shall continue
in full force and effect.

3.5. Headings. The headings in the articles, section and paragraphs used in this
Agreement are included for convenience only and are not to be used in construing
or interpreting this Agreement.

3.6. Notice. All notices, demands, or requests hereunder shall be in writing and
served either  personally,  by certified  mail,  return  receipt  requested,  by
Federal  Express or other  reputable  overnight  courier,  or by  facsimile,  as
follows:

If to FSGI:

Famous Sam's Group, Inc.
c/o Mr. Mark S. Pierce
1999 Broadway, Ste. 3235
Denver, CO  80202
(303) 292-2882: FAX

If to JPII or BPTI:

9055 Huntcliff Trace
Atlanta, GA  30350
(770) 594-8613: FAX

3.7.  Successor  and  Assigns.  This  Agreement,  and each and  every  provision
thereof,  shall be binding  upon and shall inure to the benefit of the  parties,
their respective  successors,  successors-in-title,  heirs and assigns, and each
and every  successor-in-interest  to any party,  whether such successor acquires
such  interest  by way of gift,  purchase,  foreclosure,  or by any other  legal
method,  who shall hold such interest subject to all the terms and conditions of
this Agreement.

3.8. Counterparts. This Agreement may be executed in any number of counterparts,
each of  which  shall  be an  original,  but such  counterparts  shall  together
constitute one and the same instrument.

3.9.  Attorneys'  Fees.  In the  event  of any  dispute  with  respect  to  this
Agreement,  the prevailing party shall be entitled to its reasonable  attorneys'
fees and other costs and expenses incurred in resolving such dispute.

3.10.  Expenses.  Each party shall pay the expenses incurred by them under or in
connection  with this  Agreement,  including  counsel fees and expenses of their
respective representatives.

                                       30

<PAGE>


3.11.   Survival   of   Representations,    Warranties   and   Covenants.    The
representations,  warranties  and covenants of FSGI,  BPTI and JPII contained in
this Agreement  shall survive the execution  hereof,  and shall be unaffected by
any investigation made by any party at any time.

3.12.  Further  Assurances.  At any time and from time to time after the date of
this Agreement,  each party shall execute such  additional  instruments and take
such other and further action as may be reasonably  requested by any other party
or otherwise to carry out the intent and purpose of this Agreement.

IN WITNESS  WHEREOF,  the parties have caused this  Agreement to be executed and
delivered the date first above written.


FAMOUS SAM'S GROUP, INC., a Nevada corporation ("FSGI")

By: /s/ Mark S. Pierce
-------------------------------------
        Mark S. Pierce, President

BIOPROGRESS TECHNOLOGY, INC., a Colorado corporation ("BPTI")

By: /s/ Barry J. Muncaster
-------------------------------------
        Barry J. Muncaster, President


THE JADE PARTNERSHIP INTERNATIONAL, INC., a Delaware corporation ("JPII")

By: /s/ Barry J. Muncaster
-------------------------------------
        Barry J. Muncaster, President


                                       31