ACQUISITION AGREEMENT


     AGREEMENT,  dated as of July , 1996 by and between  Captain  Tony's  Pizza,
Inc. a New York  corporation  (hereinafter  "Tony's"),  and Thomas L. Tedrow and
Sharron C. Martin  (hereinafter  "Shareholders")  Shareholders  of Pacific Foods
Limited, a British Virgin Islands corporation (hereinafter "Foods").

                                    RECITALS

     WHEREAS,  the  Shareholders  are  the  owners  of  all of  the  issued  and
outstanding shares of Foods;

     WHEREAS,  the Shareholders are desirous of exchanging their shares of Foods
after  completion of the one for twenty reverse split for shares of common stock
("Common Stock") of Tony's;

     WHEREAS,  Tony's wishes to acquire all of the issued and outstanding shares
of Foods in exchange for shares of Common  Stock of Tony's,  $.001 par value per
share;

     NOW THEREFORE,  in  consideration  of the premises  herein  contained,  the
adequacy of which is hereby acknowledged,  and the mutual covenants  hereinafter
set forth,  the parties  hereto have agreed,  and by these  presents,  do hereby
contract as follows:

                                      TERMS

1.   Exchange of Securities. Subject to the terms and conditions hereinafter set
     forth,  at  the  time  of the  closing  referred  to in  Section  6  hereof
     (hereinafter the "Closing Date"),  Tony's will issue and deliver,  or cause
     to be issued and delivered, to the Shareholders, 700,000 post reverse split
     shares  of  Tony's  common  stock in  exchange  for all of the  issued  and
     outstanding Common Stock of Foods.

2.   Representations  and  Warranties  of  the  shareholders.  The  Shareholders
     represent  and  warrant  to  Tony's,  all  of  which   representations  and
     warranties  shall be true and  complete  at the  Closing  Date,  and  shall
     survive  the  Closing  Date for a period of two (2) years from the  Closing
     Date,  except  as to  the  warranties  and  representations  set  forth  in
     subsection  (f) hereof which shall  survive for a period of three (3) years
     from the Closing Date,  and those set forth in  subsection  (h) which shall
     survive for a period of six (6) months from the Closing  Date,  or from the
     date when the accounts receivable become due and payable,  whichever is the
     later, that:

     (a)  Foods is corporation  duly organized and validly  existing and in good
          standing  under the laws of the  British  Virgin  Islands  and has the
          corporate  powers to own its property and carry on its business as and
          where it is now being  conducted.  A Certified  copy of the Memorandum


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          and Articles of  Association of Foods which have hereto been furnished
          by the  Shareholders  to Tony's,  are a true and  correct  copy of the
          Memorandum and Articles of  Association  and include all amendments to
          the date hereof.

     (b)  The  authorized  capital  stock of Foods  consists of 50,000 shares of
          Common Stock,  $1.00 par value per share of which 200 shares have been
          validly issued and are now outstanding.

     (c)  The  Shareholders  have the full power and  authority  to exchange the
          shares of the  capital  stock of Foods  upon the terms and  conditions
          provided  for in this  Agreement,  and all  such  shares  are duly and
          validly   issued  and  are  free  and  clear  of  any  lien  or  other
          encumbrance.

     (d)  The unaudited balance sheet prepared by management,  but which will be
          audited by H.J. Swart & Company,  P.A.,  Certified Public Accountants,
          as of May 31, 1996,  attached hereto as Exhibit B, constitute true and
          correct  statements as of the date thereof of the financial  condition
          of Foods and of its assets and liabilities prepared in accordance with
          generally accepted accounting  principles  consistently  applied,  and
          that from May 31, 1996,  and until the Closing  Date,  no dividends or
          distributions  of  capital,  surplus,  or  profits  shall  be  paid or
          declared  by  Foods  in  redemption  of  its  outstanding   shares  or
          otherwise, nor shall any additional shares be issued by Foods.

     (e)  Since May 31,  1996,  Foods has not engaged in any  transaction  other
          than  transactions  in the  normal  course  of the  operations  of its
          business, except as specifically authorized by Tony's in writing.

     (f)  Foods is not involved in any pending or  threatened  litigation  which
          would  materially  affect  its  financial  condition  as  shown by its
          balance sheets of May 31, 1996,  shown on Exhibit B hereto,  which has
          not been  provided for on such balance  sheet,  or referred to in such
          balance sheet, or disclosed to Tony's in writing.

     (g)  Foods has and will have at the Closing Date, good and marketable title
          to all of its property and assets shown on Exhibit B hereto,  free and
          clear of any and all liens or encumbrances or restrictions,  except as
          shown on Exhibit B hereto,  and except for taxes and  assessments  due
          and payable after the Closing Date and easements or minor restrictions
          with respect to its real property which do not  materially  affect the
          present use of such real property.

     (h)  The  accounts  receivable  of Foods,  as reflected in Exhibit B and as
          specifically set forth in separate schedules  furnished by Foods prior
          to the  execution  hereof,  which  shall  become due and payable on or
          before the closing shall be good and collectible and can reasonably be
          anticipated to be paid within 180 days after the Closing Date.


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     (i)  Foods  does  not now have  nor  will it have on the  Closing  Date any
          long-term contracts  ("long-term" being defined as more than one year)
          except for such contracts as are set forth as Exhibit C.

     (j)  Foods  does  not now have  nor  will it have on the  Closing  Date any
          pension plan,  profit-sharing  plan, or stock-purchase plan for any of
          its employees.

3.   Representations and Warranties by Tony's. Tony's represents and warrants to
     the  Shareholders  of Foods,  all of which  representations  and warranties
     shall be true at the  Closing  Date,  and shall  survive  the closing for a
     period of three (3) years from the Closing Date as follows:

     (a)  Tony's is a corporation  duly  organized  and validly  existing and in
          good  standing  under  the  laws of the  State of New York and has the
          corporate  powers to own its  properties  and carry on its business as
          now being  conducted and has  authorized  capital stock  consisting of
          150,000,000  shares of Common  Stock,  $.001 par value per  share,  of
          which 8,131,161 shares are issued and  outstanding.  These shares will
          be reverse split as a one for twenty basis prior to closing.

     (b)  Tony's has the corporate  power to execute and perform this  Agreement
          and to deliver the stock required to be delivered to the  Shareholders
          of Foods hereunder.

     (c)  The execution and delivery of this Agreement,  and the issuance of the
          stock required  hereunder,  have been duly authorized by all necessary
          corporate  action,  and neither  the  execution  nor  delivery of this
          Agreement,  nor  the  issuance  of the  stock,  nor  the  performance,
          observance  or  compliance  with  the  terms  and  provisions  of this
          Agreement will violate any provision of law, any order of any court or
          other governmental agency, the Certificate of Incorporation or By-Laws
          of Tony's or any  indenture,  agreement or other  instrument  to which
          Tony's is a party,  or by which Tony's is bound or by which any of its
          property is bound.

     (d)  The shares of Tony's  Common  Stock  deliverable  hereunder  will,  on
          delivery in  accordance  with the terms  hereof,  be duly  authorized,
          validly  issued,  fully paid and  nonassessable.  Such  shares will be
          restricted  shares and cannot be sold or exchanged  except pursuant to
          registration or an exemption therefrom.

     (e)  The  financial  statements  prepared  by Mengel,  Metzger  Barr & Co.,
          Certified  Public  Accountants,  for the year  ending  June 30,  1995,
          attached hereto as Exhibit E constitute true and correct statements as
          of such date of the  financial  condition of Tony's and of its assets,
          liabilities and income prepared in accordance with generally  accepted
          accounting  principles  consistently  applied  and that  from June 30,


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          1995,  and until the Closing  Date, no dividends or  distributions  of
          capital,  surplus,  or profits have been paid or declared by Tony's in
          redemption  of its  outstanding  shares  or  otherwise,  nor  have any
          additional shares been issued by Tony's.

     (f)  Since June 30, 1995,  Tony's has not engaged in any transaction  other
          than  transactions  in the  normal  course  of the  operations  of its
          business,  except as  specifically  authorized by the  Shareholders of
          Foods in writing. Such authorization  specifically includes a bonus to
          Martella of Tony's cash, which distribution shall occur at Closing.

     (g)  Tony's is not involved in any pending or threatened  litigation  which
          would materially  adversely affect its financial condition as shown by
          the balance sheets of December 31, 1995, attached hereto as Exhibit E,
          which has not been  provided for on such balance  sheet or referred to
          in such balance sheet or disclosed to the Shareholders of Foods in its
          10-KSB or other filings.

4.   Conditions  to  the  Obligations  of  Tony's.  The  obligations  of  Tony's
     hereunder shall be subject to the conditions that:

     (a)  Tony's shall not have discovered any material error or misstatement in
          any of the  representations and warranties made by the Shareholders of
          Foods herein and all the terms and  conditions of this Agreement to be
          performed  and complied  with shall have been  performed  and complied
          with.

     (b)  There  shall  have  been  no  substantial   adverse   changes  in  the
          conditions,  financial,  business or  otherwise  of Foods from May 31,
          1996, to the Closing  Date,  except for changes  resulting  from those
          operations  in the usual and  ordinary  course  of the  business,  and
          between  such dates the  business  and assets of Foods  shall not have
          been  materially  adversely  affected  as  the  result  of  any  fire,
          explosion,  earthquake,  flood, accident, strike, lockout, combination
          or  workmen,  taking  over  of any  such  assets  by any  governmental
          authorities,  riot,  activities or armed forces,  or acts of God or of
          the public enemies.

     (c)  Tony's shall have received the opinion of Messrs. Vanderkam & Sanders,
          legal  counsel  for  Foods,  to the  effect  that  (1)  Foods  is duly
          organized and validly  existing under the laws of the  jurisdiction of
          its  incorporation  and has  the  power  and  authority  to own  their
          properties and to carry on their respective business wherever the same
          may be  located  and  operated  as of the  Closing  Date,  and (2) the
          Agreement  has  been  duly   executed,   and  when  delivered  by  the
          Shareholders is enforceable in accordance with its terms.

     (d)  An  Employment  Contract  with  Michael  Martella  providing  for  his
          continued  employment  with the surviving  entity of Tony's shall have
          been executed by all parties a signator thereto and shall constitute a


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          valid and binding obligation of Tony's after the acquisition of Foods.

5.   Conditions to the Obligations of the Shareholders of Foods. The obligations
     of the Shareholders of Foods hereunder are subject to the conditions that:

     (a)  The  Shareholders  shall not have  discovered  any  material  error or
          misstatement  in any of the  representations  or  warranties  made  by
          Tony's herein and all the terms and conditions of this Agreement to be
          performed  and complied  with by Tony's shall have been  performed and
          complied with.

     (b)  The  Shareholders  shall have received the opinion of Patrick J. Lane,
          P.C.,  counsel  for  Tony's,  to  the  effect  that  (1)  Tony's  is a
          corporation  duly organized and validly existing under the laws of the
          State of New York, and has the power to own and operate its properties
          wherever  the same shall be located as of the  Closing  Date;  (2) the
          execution, delivery and performance of Tony's has been duly authorized
          by  all  necessary   corporate  action   including   approval  by  the
          shareholders at a lawfully  convened  meeting and constitutes a legal,
          valid and binding  obligation of Tony's enforceable in accordance with
          its  terms;  (3) the stock to be  delivered  to Tony's  puruant to the
          terms of this  Agreement  has been validly  issued,  is fully paid and
          nonassessable;  and (4) the exchange of the stock herein  contemplated
          does not require the  registration of the Tony's Common Stock pursuant
          to any Federal law dealing with the issuance,  sale, transfer,  and/or
          exchange of corporate  securities as the shares issued are exempt from
          registration  under the provisions of Regulation D of Rule 506. Tony's
          common shares will however bear a Rule 144 Restrictive Legend.

6.   Closing Date. The closing shall take place at 10:00 A.M.  Central  Standard
     Time,  on July , 1996,  at the  offices of  Vanderkam & Sanders in Houston,
     Texas,  or at such other time and place as the parties  hereto  shall agree
     upon.  This Agreement shall be effective as of the close of business on the
     Closing Date.

7.   Actions at the Closing.  At the  closing,  Tony's and the  Shareholders  of
     Foods  will  each  deliver,  or cause to be  delivered  to the  other,  the
     securities to be exchanged in accordance  with Section 1 of this  Agreement
     and each party shall pay any and all Federal and State taxes required to be
     paid in connection with the issuance and the delivery of their own party to
     which the same are deliverable.

     In addition, the following transactions will take place.

     (a)  Tony's will deliver to the Shareholders of Foods:

          (i)  Duly  certified  copies of all  corporate  resolutions  and other
               corporate proceedings taken by Tony's to authorize the execution,
               delivery and performance of this Agreement.


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          (ii) The opinion of Patrick J. Lane,  P.C.,  counsel  for  Tony's,  as
               provided in Section 5 (b) of this Agreement.

          (iii)A  Certificate   executed  by  a  principal   officer  of  Tony's
               attesting  to  the  fact  that  all of  the  representations  and
               warranties of Tony's are true and correct as of the Closing Date,
               and  that  all  of  the  conditions  to  the  obligations  of the
               Shareholders  of  Foods  to be  performed  by  Tony's  have  been
               performed as of the Closing Date.

          (iv) A  Certificate  of Incumbency  and  Signatures of the officers of
               Tony's dated as of the date of this Agreement.

          (v)  The written  resignations  of all directors and such officers and
               auditors of Tony's as are  requested by the  Shareholders,  which
               resignations  shall contain an acknowledgment  from each resignee
               that  they have no claims  against  Tony's  for loss of office or
               otherwise.

          (vi) All registration certificates, statutory books, minutes books and
               common seals of Tony's,  all accounts  books and all documents of
               title  relating  to  Tony's's   assets  (unless  already  in  the
               possession   of  the   Shareholders)   as  are  required  by  the
               Shareholders.

          (vii)In addition,  Martella shall receive a bonus equal to one-hundred
               percent of the cash on hand at Tony's.

     (b)  The  Shareholders of Foods will deliver to Tony's:  

          (i)  The opinion of Vanderkam & Sanders,  counsel for the Shareholders
               of Foods, as provided for in Section 4(c) hereof.

          (ii) A Certificate  from the  Shareholders  of Foods signed by all the
               Shareholders that each of the  representations  and warranties of
               the  Shareholders are true and correct as of the Closing Date and
               that all of the  conditions  to the  obligations  of Tony's to be
               performed  by the  Shareholders  have  been  performed  as of the
               Closing Date.

          (iii) All of the outstanding common share certificates of Foods.


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8.   Conduct and  Business,  etc.  Between the date hereof and the Closing Date,
     Foods  shall  conduct  its  business  in the  same  manner  in which it has
     heretofore  been conducted and the  Shareholders  will not permit it to (1)
     enter  into any  contract,  etc.,  other  than in the  ordinary  course  of
     business,  or (2)  declare  or make  any  distribution  of any  kind to the
     Shareholders, without first obtaining the written consent of Tony's.

9.   Access to the  Properties  and Books of Foods.  The  Shareholders  of Foods
     hereby grant to Tony's,  through its duly  authorized  representatives  and
     during normal  business hours between the date hereof and the Closing Date,
     the right of full and complete access to the properties of Foods,  and full
     opportunity  to examine  Foods's  books and  records.  A similar  access to
     Tony's's  properties,   books  and  records  in  likewise  granted  to  the
     Shareholders of Foods.

10.  Costs and Expenses.  Foods shall pay the expenses and costs incident to the
     preparation of this Agreement and to the  consummation  of the  transaction
     contemplated herein.

11.  Funding of Captain Tony's Pizza. The  Shareholders  agree to fund the Pizza
     franchising  business  with a minimum  of two  million  dollars  during the
     twelve  months  following  the date of this  agreement  for  expansion  and
     working capital.

12.  Miscellaneous.

     (a)  This  Agreement  shall  be  controlled,   construed  and  enforced  in
          accordance with the laws of the State of New York.

     (b)  This  Agreement  shall not be  assignable  by either party without the
          prior written consent of the other.

     (c)  All paragraph headings herein are inserted for the parties convenience
          in identifying the provisions of this Agreement,  and shall not effect
          the  construction  or   interpretation   of  the  provisions  of  this
          Agreement.

     (d)  This  Agreement  sets  forth  the  entire  understanding  between  the
          parties,   there   being   no   terms,   conditions,   warranties   or
          representations  other than those contained herein,  and no amendments
          hereto shall be valid unless made in writing and signed by the parties
          hereto.

     (e)  This Agreement shall be binding upon and shall inure to the benefit of
          the heirs, executors, administrators and assigns of Foods and upon the
          successors and assigns of Tony's.

     (f)  The company "Tony's" shall change its Name to "Am Pac Corporation"

     (g)  All notices,  requests,  instructions,  or other documents to be given
          hereunder shall be in writing and sent by registered mail:


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If to the Share            Thomas L. Tedrow
holders of Foods:          Sharon C. Martin
                           2440 S. Progress Drive
                           Salt Lake City, UT  84119

with copies to:            Messrs. Vanderkam & Sanders
                           1111 Caroline, Ste. 2905
                           Houston, Texas  77010

If to Tony's:              Captain Tony's Pizza, Inc.
                           P.O. Box 82
                           Deland, FL  32721

with copies to:            Patrick J. Lane

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

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

     (h)  For purposes of this Agreement  only,  facsimile  signatures  shall be
          considered original signatures.

     (i)  This  agreement may be executed in any number of  counterparts  and by
          different parties hereto in separate counterparts,  each of which when
          so executed shall be deemed to be an original,  and all of which taken
          together shall constitute one and the same agreement.


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IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement as of
the date and year first above written.


                                     CAPTAIN TONY'S PIZZA, INC.


                                     By:  /s/ Michael J. Martella
                                        ----------------------------------------
                                              Michael J. Martella
                                              President


ATTEST:

By:   
   -------------------------------


Its:
    ------------------------------

                                        /s/ Thomas Tedrow
                                        ----------------------------------------
                                            Thomas Tedrow


                                        /s/ Sharron C. Martin
                                        ----------------------------------------
                                            Sharron C. Martin


                                        SHAREHOLDERS OF
                                        PACIFIC FOODS LIMITED


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