THIS AGREEMENT is made and entered into this  ____ day  of       , 20  , by
and between          , hereinafter  collectively referred to as the
"Seller" and            or assigns and/or nominees, hereinafter
collectively referred  to as the "Purchaser" (the term "Purchaser" shall
extend to  in the first instance the original Purchaser named herein and
also the assigns of such Purchaser);


WHEREAS, the Seller is the record owner and holder of  the issued and
outstanding shares of the capital stock of        , hereinafter referred to
as the "Corporation", a       corporation, which Corporation has issued
capital stock of        shares of $      par value common  stock, and

WHEREAS, the Purchaser desires to purchase all of the issued and
outstanding capital stock of the Corporation (referred to as the
"Corporation's Stock"), and the Seller desires to sell or cause to be sold
all of the Corporation's stock, upon the terms and subject to the
conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and
the sale of the Corporation's Stock aforementioned, it is hereby agreed as

1.  PURCHASE AND SALE:  CLOSING. a.  Purchase and Sale of Corporation's
Stock.  Subject to the terms and conditions hereinafter set forth, at the
closing of the transaction contemplated hereby, the Seller shall sell,
convey and transfer, or cause to be sold, conveyed or transferred, all of
the Corporation's Stock and deliver to the Purchaser certificates
representing such stock, and the Purchaser shall purchase from the Seller
the Corporation's Stock in consideration of the purchase price set forth in
Section 2 and Exhibit "A" of this Agreement.  The certificates representing
the Corporation's Stock shall be duly endorsed for transfer or accompanied
by appropriate stock transfer powers duly executed in blank, in either case
with signatures guaranteed in the customary fashion, and shall have all the
necessary documentary transfer tax stamps affixed thereto at the expense of
the Seller. 

b.  Procedure for Closing.  The closing of the transactions contemplated by
this Agreement (the "Closing"), shall be held at     , on the        day of
, 19  , at        or such other place, date and time as the parties hereto
may otherwise agree (such date to be referred to in this Agreement as the
"Closing Date"). 

2.  AMOUNT AND PAYMENT OF PURCHASE PRICE.  The total consideration and
method of payment thereof are fully set out in Exhibit "A" attached hereto
and made a part hereof. 


a.  Organization and Standing.  Corporation is a corporation duly
organized, validly existing and in good standing under the laws of the
State of       and has the corporate power and authority to carry on its
business as it is now being conducted.  A true and correct copy of:

i.  its Certificate of Incorporation and all amendments thereto to date
certified by the Secretary of State of the State of       , and 

ii.  its Bylaws as now in effect, will be delivered by Seller to the
Purchaser prior to the Closing Date.  The Corporation's minute books will
be made available to the Purchaser and its representatives at any
reasonable time or times prior to the Closing for inspection and will be
complete and correct as of the date of any such inspection. 

b.  Capitalization. The authorized capital stock of the  Corporation
consists of        shares of $       par value common stock. 

c.  Restrictions on Stock.

i.  Neither the Corporation nor Seller is a party to any agreement, written
or oral, creating rights in respect to the Corporation's Stock in any third
person or relating to the voting of the Corporation's Stock. 

ii.  Seller is the lawful owner of all the Corporation's Stock, free and
clear of all security interests, liens, encumbrances, equities and other

iii.  There are no existing warrants, options, stock purchase agreements,
redemption agreements, restrictions of any nature, calls or rights to
subscribe of any character relating to the capital stock of the
Corporation, nor are there any securities convertible into such stock. 

d.  Subsidiaries.  The Corporation has no subsidiaries.

e.  Authority Relative to this Agreement.  Except as otherwise stated
herein, the Seller has full power and authority to execute this Agreement
and carry out the transactions contemplated by it and no further  action is
necessary by the Seller to make this Agreement valid and binding upon
Seller and  enforceable against it in accordance with the terms hereof, or
to carry out the actions contemplated hereby.  The execution, delivery and
performance of  this Agreement by the Seller will not :

I.  constitute a breach or a violation of the Corporation's Certificate of
Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which it is a party, or by
which it is bound; 

ii.  constitute a violation of any order, judgment or decree to which it is
a party or by which its assets or properties are bound or affected; or 

iii.  result in the creation of any lien, charge or encumbrance upon its
assets or properties, except as stated herein. 

f.  Financial Statements.  Seller is furnishing financial statements of the
Corporation as an inducement to Purchaser to purchase the Corporation's
Stock and accordingly, Seller warrants and represents the financial
operating history or condition of the Corporation as indicated by the
financial statements turned over to Purchaser.  Moreover, Seller warrants
and represents that at closing the Corporation and the Corporation's Stock
will not be subject to any liability save and except those specifically
enumerated in Exhibit "B" attached hereto and made a part hereof.

To the extent that liabilities are discovered by Purchaser after Closing
which relate to events prior to Closing, Seller shall be responsible to
forthwith pay such liabilities, including income tax liabilities in cash
within fifteen (15) days thereof, or alternatively, if Seller objects to
such liabilities in good faith, litigate the issue and indemnify and save
harmless Purchaser from any claim for such liability.  This indemnification
as it relates to income tax liabilities of the Corporation shall terminate
on the tenth (10th) day after the expiration of the applicable period of
limitations on assessments and collections applicable to such taxes under
the Internal Revenue Code.  Moreover, the aforementioned indemnity shall
not apply to any tax liability which may occur by reason of actions taken
by the Purchaser including, but not limited to, the liquidation of the

g.  Tax Matters.  The Corporation has timely prepared and filed all
federal, state and local tax returns and reports as are and have been
required to be filed and all taxes shown thereon to be due have been paid
in full. 

h.  Litigation.  The Corporation is not a party to any litigation,
proceeding or administrative investigation and to the best knowledge of the
Seller none is pending against the Corporation or its  properties. 

I.  Properties.  The Corporation has good and  merchantable title to all of
its properties and assets which are those properties and assets set out in
Exhibit "C" attached hereto and made a part hereof.  At closing, such
properties and assets will be subject to no mortgage, pledge, lien,
conditional sales agreement, security agreement, encumbrance or charge,
secured or unsecured, except for real estate taxes and tangible personal
property taxes which shall be prorated as of the date of closing, or those 
specifically set out in Exhibit "B". 

j.  Compliance with Applicable Laws.  None of the Corporation's actions are
prohibited by or have violated or will violate any law in effect on the
date of this Agreement or on the date of closing.  None of the actions of
the Corporation shall conflict  with or result in any breach of any of the
provisions of, or constitute a default under, or result in the creation of
any lien, security interest, charge or encumbrance upon the capital stock
of the Corporation, or upon any of the assets of the  Corporation, under
the provisions of the Certificate of Incorporation or Bylaws or any
indenture,  mortgage, lease, loan agreement or other agreement to which the
Corporation and/or the Seller is a party or by which the capital stock or
properties and assets of the Corporation are bound to effect it.

The Corporation is in compliance with all applicable  laws, including, but
not limited to, corporate laws, zoning regulations, restaurant and beverage
laws and regulations, if applicable, city, and/or county and state
occupational laws and regulations, internal revenue laws, and any and all
other laws which may effect the operation or liability of the Buyers

k.  Documents for Review.  The Corporation's documents enumerated in
Exhibit "D", attached hereto and made a part hereof, are true, authentic,
and correct copies of the originals, or, if appropriate, the originals
themselves, and no alterations or modifications thereof have been made. 

Purchaser hereby represent and warrant that there has been no act or
omission by Seller, Purchaser or the Corporation which would give rise to
any valid  claim against any of the parties hereto for a brokerage
commission, finder's fee, or other like payment in connection with the
transactions contemplated hereby. 

5.  TRANSACTIONS PRIOR TO THE CLOSING.  Seller hereby covenants the

a.  Conduct of Corporation's Business Until Closing.  Except as Purchaser
may otherwise consent in writing prior to the Closing Date, Seller will not
enter into any transaction, take any action or fail to take any action
which would result in, or could reasonably be expected to result in or
cause, any of the representations and warranties of Seller contained in
this Agreement, to be not true on the Closing Date. 

b.  Resignations.  Seller will deliver to Purchaser prior to the Closing
Date the resignation of each director and officer of the Corporation, each
such resignation to be effective on the Closing Date. 

c.  Satisfactions.  Seller will deliver to Purchaser on the Closing Date a
satisfaction from any mortgage and lien holder of the Corporation's
property, satisfactory in form and substance to the Purchaser and his
counsel indicating that the then outstanding unpaid principal balance of
any promissory note secured thereby has been paid in full prior to or
simultaneously with the Closing. 

d.  Advice of Changes.  Between the date hereof and the Closing Date,
Seller will promptly advise Purchaser in writing of any fact which, if
existing or known at the date hereof, would have been required to be set
forth herein or disclosed pursuant to this Agreement, or which would
represent a material fact the disclosure of which would be relevant to the

6.  EXPENSES.  Each of the parties hereto shall pay its own expense in
connection with this Agreement and the transactions contemplated hereby,
including the fees and expenses of its counsel and its certified public
accountants and other experts. 

7.  GENERAL. a.  Survival of Representations and Warranties.  Each of the
parties to this Agreement covenants and agrees that the Seller's
representations, warranties, covenants and statements and agreements
contained in this Agreement and the exhibits hereto, and in any documents
delivered by Seller to Purchaser in connection herewith, shall survive the
Closing Date and terminate on the second anniversary of such date.  Except
as set forth in this Agreement, the exhibits hereto or in the documents and
papers delivered by Seller to Purchaser in connection herewith, there are
no other agreements, representations, warranties or covenants by or among
the parties hereto with respect to the subject matter hereof. 

b.  Waivers.  No action taken pursuant to this Agreement, including any
investigation by or on behalf of any party shall be deemed to constitute a
waiver by the party taking such action or compliance with any
representation, warranty, covenant or agreement contained herein, therein
and in any documents delivered in connection herewith or therewith.  The
waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach. 

c.  Notices.  All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered or mailed, first class
mail, postage prepaid: 
To Seller: 
To Purchaser: 
or to such other address as such party shall have specified by notice in
writing to the other party.

d.  Entire Agreement.  This Agreement (including the exhibits hereto and
all documents and papers delivered by Seller pursuant hereto and any
written amendments hereof executed by the parties hereto) constitutes the
entire Agreement and supersedes all prior agreements and understandings,
oral and  written, between the parties hereto with respect to the subject
matter hereof.

e.  Sections and Other Headings.  The section and other headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

f.  Governing Law.  This agreement, and all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the
laws of the State of       . The parties herein waive trial by jury and
agree to submit to the personal jurisdiction and venue of a court of
subject matter jurisdiction located in       County, State of      .  In
the event that litigation results from or arises  out of this Agreement or
the performance thereof, the parties agree to reimburse the prevailing
party's reasonable attorney's fees, court costs, and all other expenses,
whether or not taxable by the court as costs, in addition to any other
relief to which  the prevailing party may be entitled.  In such event, no
action shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable. 

g.  Conditions Precedent.  The Conditions Precedent to  the enforceability
of this Agreement are outlined in Exhibit "E", attached hereto and made a
part hereof.  In the event that said Conditions Precedent are not fulfilled
by the appropriate dates thereof, this Agreement shall be deemed null and
void and any deposits paid shall be returned to the Purchaser forthwith. 

h.  Treasury Stock.  It is understood and agreed by the Purchaser that none
of the consideration furnished by Purchaser hereunder ($      ) shall be
for treasury stock and such consideration, subject to the terms hereof,
shall be the sole property of Seller. 

I.  Contractual Procedures.  Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefor may be obtained
through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which
service was perfected. 

IN WITNESS WHEREOF, this Agreement has been executed by each of the
individual parties hereto and signed by an officer thereunto duly
authorized and attested under the corporate seal by the Secretary of the
corporate party hereto, all on the date first above written. 

Signed, sealed and delivered in the presence of: 


______________________________   By:___________________________
Witness                             It's President
______________________________    Attest: ______________________ Witness
It's Secretary
______________________________    ______________________________
Witness                            Seller
______________________________    ______________________________
Witness                            Buyer


a.  Consideration.  As total consideration for the  purchase and sale of
the Corporation's Stock, pursuant to this Agreement, the Purchaser shall
pay  to the Seller the sum of         Dollars ($       ), such total
consideration to be referred to in this Agreement as the "Purchase  Price".

b.  Payment.  The Purchase Price shall be paid as  follows: I.  Check of
Purchaser in the sum of         Dollars  ($       ) to be delivered to
Seller upon the execution of this Agreement. 

ii.  Check of Purchaser in the sum of         Dollars ($         ) to be
delivered to Seller upon Seller's examination and approval of the books and
records of the Corporation. 

iii.  Check of Purchaser in the sum of      Dollars ($     ) to be
delivered to Seller's attorney as escrow agent at closing to be held by
said agent for a period of sixty (60) days to insure that the Corporation's
liabilities have been fully satisfied and liquidated.

iv.  Check of Purchaser in the sum of      Dollars ($     ) to be delivered
to Seller at Closing. 

c.  In the event that the Purchaser, after a complete review of the
Corporation's books, records, financial  statements, sales tax receipts,
bank statements, check books, and any other document required by  Purchaser
to verify the standing, status or performance of the Corporation, does not
approve said purchase, then, in that event, all deposits paid to that date
shall be returned to Purchaser with no  further liability, responsibility
or obligation. 



i.    Corporate Articles of Incorporation 
ii.   Corporate Bylaws 
iii.  Corporate Minutes and Resolutions 
iv.   Financial and Operating Statements 
v.    Sales Tax Returns 
vi.   Alcoholic Beverage Returns (If applicable) 
vii.  Income Tax Returns 
viii. Accounts Payable Ledgers 
ix.   Accounts Receivable Ledgers 
x.    Leasehold Agreement(s) (If applicable) 
xi.   Warranty Deeds (If applicable) 
xii.  Bills of Sale (If applicable)