ASSET PURCHASE AGREEMENT

 

                               ASSET PURCHASE AGREEMENT

    THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into as of
December 15, 1995, by and between Java Centrale, Inc., a California corporation
(the "Buyer"), and Venture 88, Inc., a California corporation (the "Seller"). 
The Buyer and the Seller may be collectively referred to herein as the
"Parties."

                                   R E C I T A L S

    A.   This Agreement contemplates a transaction in which the Buyer will
cause one of its wholly-owned subsidiaries to purchase three Paradise Bakery
stores, located in Concord, Pleasanton, and Fairfield, California, respectively
(collectively, the "Stores"), from the Seller, in return for certain securities
of the Buyer (the "Acquisition").  The assets to be acquired by the Buyer are
listed in Exhibit "A" and the liabilities to be assumed by the Buyer are listed
in Exhibit "B."  No other assets or liabilities of the Seller are intended to be
transferred by the consummation of this Agreement.

    B.   The Acquisition is part of a series of transactions with related and
unrelated parties that includes the merger (the "Paradise Merger") of a
wholly-owned subsidiary of Buyer ("Buyer Subsidiary") into Paradise Bakery,
Inc., a Delaware corporation (the "Paradise Bakery"), and the merger of Founders
Venture, Inc., a Delaware corporation ("Founders"), into Paradise Bakery (the
"Founders Merger").

    NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows:

    1.   DEFINITIONS.

    "Acquired Assets" means all of the Seller's rights, title, and interest to
and in (i) the Stores, and all of the fixtures, assets, inventory, leases, and
property appurtenant thereto, and (ii) certain other assets of the Seller
attached to or used in connection with the Stores, all as more fully described
in Exhibit "A."

    "Acquisition" has the meaning set forth in Recital B, above.

    "Adverse Consequences" means all charges, complaints, notices, actions,
suits, proceedings, hearings, investigations, claims, demands, judgments,
orders, decrees, stipulations, injunctions, damages, dues, penalties, fines,
costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens,
losses, expenses, and fees, including all attorneys' fees and court costs in any
court or quasi-judicial or administrative agency of any federal, state, local or
foreign jurisdiction or before an arbitrator.

    "Affiliate" has the meaning set forth in the regulations promulgated under
the Securities Exchange Act.

    "Affiliate" has the meaning set forth in the regulations promulgated under
the Securities Exchange Act.

    "Allocation Schedule" has the meaning set forth in Section 2(f), below.

    "Assumed Liabilities" means certain specific liabilities in connection with
the Stores, including only those described in Exhibit "B."

    "Bank of America" means Bank of America National Trust and Savings
Association.

    "Bank of America Loan" means the 1994 loan to the Seller from Bank of
America, NT & SA, in the original principal amount of $200,000.

    "Bank of America Loan Principal Prepayment" means the prepayment of 75% of
the unpaid outstanding principal balance of the Bank of America Loan as of the
Closing Date.

    "Basis" means any past or present fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction that forms or could reasonably form the basis for
any specified consequence.

    "Buyer" has the meaning set forth in the preface above.

    "Buyer Financial Statements" has the meaning set forth in Section 4(e)
below.

    "Buyer's Common Stock" means the common stock, $.01 par value per share, of
the Buyer.

    "Buyer Subsidiary" has the meaning set forth in the preface above.

    "Closing" has the meaning set forth in Section 2(c) below.

    "Closing Date" has the meaning set forth in Section 2(c) below.

    "Code" means the Internal Revenue Code of 1986, as amended.

    "Disclosure Schedule" has the meaning set forth in Section 3 below.

    "Employee Benefit Plan" means any (a) nonqualified deferred compensation or
retirement plan or arrangement which is an Employee Pension Benefit Plan,
(b) qualified defined contribution retirement plan or arrangement which is an
Employee Pension Benefit Plan, 

(c) qualified defined benefit retirement plan or arrangement which is an
Employee Pension Benefit Plan (including any Multiemployer Plan), or
(d) Employee Welfare Benefit Plan or material fringe benefit plan or program.

    "Employee Pension Benefit Plan" has the meaning set forth in ERISA Section
3(2).

    "Employee Welfare Benefit Plan" has the meaning set forth in ERISA Section
3(1).

    "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

    "Extremely Hazardous Substance" has the meaning set forth in Sec. 302 of
the Emergency Planning and Community Right-to-Know Act of 1986, as amended, and
Florida Hazardous Materials Emergency Response and Community Right-to-Know Act
of 1988, as amended.

    "Financial Statements" has the meaning set forth in Section 3(d) below.

    "Founders" has the meaning set forth in the preface above.

    "Founders Indemnification Escrow Agreement" has the meaning set forth in
Section 8(a) below.

    "Founders Merger" has the meaning set forth in the preface above.

    "GAAP" means United States generally accepted accounting principles as in
effect from time to time.

    "Indemnitee" has the meaning set forth in Section 8(c) below.

    "Indemnitor" has the meaning set forth in Section 8(c) below.

    "Intellectual Property" means all (a) patents, patent applications, patent
disclosures, and improvements thereto, (b) trademarks, service marks, trade
dress, logos, trade names, and corporate names and registrations and
applications for registration thereof, (c) copyrights and registrations and
applications for registration thereof, (d) mask works and registrations and
applications for registration thereof, (e) computer software, data, and
documentation, (f) trade secrets and confidential business information
(including ideas, formulas, compositions, inventions (whether patentable or
unpatentable and whether or not reduced to practice), know-how, manufacturing
and production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data,
copyrightable works, financial, marketing, and business data, pricing and cost
information, business and marketing plans, and customer and supplier lists and
information), (g) other proprietary rights, and (h) copies and tangible
embodiments thereof (in whatever form or medium).

    "Java Share Price" means $3.375.

    "Knowledge" means actual knowledge after reasonable investigation.

    "Law(s)" shall mean any statute, regulation, rule, judgment, ordinance,
order, decree, stipulation, injunction, charge, or other restrictions of any
federal, state, or local government, governmental agency, or court.

    "Liability" means any liability (whether known or unknown, whether absolute
or contingent, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.

    "Material Adverse Effect" means (a) an adverse effect of $25,000 or more
upon the business, operations, properties, assets or condition (financial or
otherwise) of (i) any of the Stores individually, (ii) all of the Stores
collectively, or (iii) the Buyer, as the context requires, or (b) the impairment
in any material respect of the ability of any of the Stores to operate in the
Ordinary Course of Business.  In determining whether any individual event would
result in a Material Adverse Effect, notwithstanding that such event does not of
itself have such effect, a Material Adverse Effect shall be deemed to have
occurred if the cumulative effect of such event and all other then existing
events would result in a Material Adverse Effect.

    "Most Recent Balance Sheet" means the balance sheet contained within the
Most Recent Financial Statements.

    "Most Recent Financial Statements" has the meaning set forth in Section
3(e) below.

    "Most Recent Fiscal Month End" has the meaning set forth in Section 3(e)
below.

    "Most Recent Fiscal Year End" has the meaning set forth in Section 3(e)
below.

    "Multiemployer Plan" has the meaning set forth in ERISA Section 3(37).

    "Ordinary Course of Business" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).

    "Outstanding Indebtedness of the Seller" means (a) the unpaid principal
amount of those equipment leases which are being assumed by the Buyer as part of
the Assumed Liabilities and (b) 75% of the unpaid principal balance of the Bank
of America Loan, plus all accrued and unpaid interest thereon, as of the Closing
Date.

    "Paradise Bakery" has the meaning set forth in the preface above.

    "Paradise Merger" has the meaning set forth in Recital B, above.

    "Party" has the meaning set forth in the preface above.

    "Purchase Price" has the meaning set forth in Section 2(d) below.

    "Purchase Shares" has the meaning set forth in Section 2(d) below.

    "Reportable Event" has the meaning set forth in ERISA Sec. 4043.

    "Securities Act" means the Securities Act of 1933, as amended.

    "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

    "Security Interest" means any mortgage, pledge, security interest,
encumbrance, charge, or other lien, other than (a) construction, mechanic's,
materialmen's, and similar liens, (b) liens for Taxes not yet due and payable,
(c) liens arising under worker's compensation, unemployment insurance, social
security, retirement, and similar legislation, (d) liens arising in connection
with sales of foreign receivables, (e) liens on goods in transit incurred
pursuant to documentary letters of credit, (f) purchase money liens and liens
securing rental payments under capital lease arrangements, and (g) other liens
arising in the Ordinary Course of Business and not incurred in connection with
the borrowing of money.

    "Seller" has the meaning set forth in the preface above.

    "Stores" has the meaning set forth in Recital A, above.

    "Subsidiary" means any corporation with respect to which another specified
corporation has the power to vote or direct the voting of sufficient securities
to elect a majority of the directors.

    "Tax" means any federal, state, local, or foreign income, gross receipts,
capital stock, franchise, profits, withholding, social security, unemployment,
disability, personal property, stamp, excise, occupation, sales, use, transfer,
value added, alternative minimum, estimated, or other tax, including any
interest, penalty, or addition thereto, whether disputed or not.

    "Third-Party Claim" has the meaning set forth in Section 8(c) below.

    1.   BASIC TRANSACTION.

         (a)  PURCHASE AND SALE OF ASSETS.  On and subject to the terms and
conditions of this Agreement, the Buyer agrees to purchase from the Seller, and
the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of
the Acquired Assets at the Closing for the consideration specified below in this
Section 2.

         (b)  ASSUMPTION OF LIABILITIES.  On and subject to the terms and
conditions of this Agreement, the Buyer agrees to assume and become responsible
for all of the Assumed Liabilities at the Closing.  The Buyer will not assume
any other obligation or Liability of the Seller not included within the
definition of Assumed Liabilities.

         (c)  THE CLOSING.  The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of Buyer's
counsel, Rosenblum, Parish & Isaacs, PC, in San Francisco, California, on a
mutually agreeable date on or before January 15, 1995, commencing at 11:00 a.m.
local time (the "Closing Date"), or at such later time as the Buyer and the
Seller shall agree.  A pre-closing shall be held on the business day immediately
preceding the Closing Date at the same location and beginning at 10:00 a.m.
local time.  To the extent practical, the Parties shall try to handle as much of
the Closing by mail as they reasonably can.

         (d)  PURCHASE PRICE.  The purchase price for the Acquired Assets (the
"Purchase Price") shall be and include (i) the Buyer's assumption of the Assumed
Liabilities, plus (ii) 74,073 shares of the Buyer's Common Stock (the "Purchase
Shares"), which shall be delivered to the Seller at the Closing, subject to the
following additional conditions :

              (i)  ADJUSTMENTS.  In addition to any adjustment of the Purchase
Price which may be required pursuant to Section 2(g), below,  the following
additional adjustments to the Purchase Price shall be made.

                   (A)  The Buyer shall assume the responsibility of paying any
California sales tax in connection with the Acquisition.

                   (B)  As an offset to the Purchase Price, the Buyer will,
within ten (10) business days after the Closing Date, pay to the Seller an
amount of cash equal to (1) all cash on hand at the Stores as of the close of
business on the Closing Date plus (2) the cash value of all inventory held at
the Stores as of the close of business on the Closing Date, in each case as
determined by the Buyer on the basis of its own inventory review of the Stores.

                   (C)  If and to the extent that the Seller's Outstanding
Indebtedness is less than $200,000, then the Purchase Price shall also include
an unsecured promissory note from the Buyer to the Seller for the amount by
which such Outstanding Indebtedness is less than $200,000 .  The promissory note
shall (1) bear interest at 6%, (2) be payable in four equal quarterly payments
of principal plus accrued interest, and (3) be prepayable in whole or in part at
any time without penalty.

                   (D)  If and to the extent that the Buyer's Outstanding
Indebtedness on the Closing Date exceeds $200,000, then the Purchase Shares
shall be decreased by that number of shares of the Buyer's common stock which is
determined by dividing (1) the amount by which the Seller's Outstanding
Indebtedness at the Closing Date exceeds $200,000, divided by (2) the Java Share
Price.

              (ii)  LOCK-UP.  For a period of two (2) years following the
Closing Date, the shares of Buyer's Common Stock representing the Purchase
Price, as adjusted if applicable, will not be offered for sale, sold, or
otherwise transferred or disposed of, directly or indirectly, in any manner
whatsoever, without the prior written consent of the Buyer.

         (e)  DELIVERIES AT THE CLOSING.  At the Closing, 

              (i)  The Seller will (A) deliver to the Buyer the various
certificates, instruments, and documents referred to in Section 6(a) below, and
(B) execute, acknowledge (if appropriate), and deliver to the Buyer
(1) assignments in the form attached hereto as Exhibit "C" and (2) such other
instruments of sale, transfer, conveyance, and assignment as the Buyer and its
counsel reasonably may request; and

              (ii) The Buyer will (A) deliver to the Seller the various
certificates, instruments, and documents referred to in Section 6(b) below,
(B) execute and deliver to the Seller an assumption of the Assumed Liabilities
in the form attached hereto as Exhibit "D;" and (C) deliver to the Seller
certificates representing the shares of the Buyer's Common Stock specified in
Section 2(d) above.

         (f)  ALLOCATION.  The Parties agree to value the Buyer's Common Stock
representing the Purchase Price and allocate the Purchase Price (and all other
capitalized costs) among the Acquired Assets for tax purposes in accordance with
a mutually and reasonably acceptable allocation schedule to be delivered at the
Closing (the "Allocation Schedule").

         (g)  RISK OF LOSS.  The Seller assumes all risk of material loss or
damage to the Acquired Assets up to the Closing Date.  If material loss or
damage to the Acquired Assets occurs, the Buyer shall have the option to
terminate this Agreement and, if the Buyer does so, all rights and obligations
of the Parties shall terminate without liability to either Party.  Within ten
(10) calendar days after receiving written notice from Seller of material loss
or damage to the Acquired Assets, Buyer shall notify Seller of its decision to
terminate this Agreement.  If Buyer does not timely notify Seller of its
decision to terminate, this Agreement shall remain in full force and effect;
however, the Purchase Price shall be adjusted at the Closing to reflect such
loss or damage to the extent that such loss or damage is not payable from
insurance with respect to which the insurer has already agreed to the existence
and amount of the coverage and the Seller assigns to the Buyer at the Closing
the right to such insurance proceeds.  If the Parties are unable to agree on 
the

materiality or the amount of said adjustment, the dispute shall be 
determined by a panel consisting of an independent appraiser selected by each 
of the Parties and a third appraiser selected by the other two appraisers, 
and that determination shall be binding on both Parties.  The Parties shall 
each pay one-half of the expenses incurred in connection with any such 
appraisal.

         (h)  INVESTIGATION PERIOD.  The Buyer shall have a period of twenty
(20) business days after its receipt of all requested materials (the
"Investigation Period") in order to conduct such due diligence investigation of
the Acquired Assets and Assumed Liabilities as the Buyer deems necessary or
desirable in its sole discretion.  During the Investigation Period, the Seller
shall allow the Buyer access to all information and sites pertaining to the
Acquired Assets and Assumed Liabilities that the Buyer deems necessary to
perform its due diligence investigation.  The Seller shall provide the Buyer
with copies of all documents in its possession or subject to its control
relating to the Acquired Assets and the Assumed Liabilities that are reasonably
requested by the Buyer and in the control of the Seller.  The Buyer shall have
access to, and the Seller shall provide copies of, all books and records of the
Seller relating to the Acquired Assets and Assumed Liabilities.  The Seller
shall use its reasonable best efforts to make available to the Buyer the
personnel of the Seller and any outside consultants who have been employed by
the Seller with respect to the Acquired Assets or the Assumed Liabilities for
consultation upon notice from the Buyer.  The Buyer agrees that it will hold in
confidence and shall not divulge to any other person, or use for its benefit,
any non-public information concerning the Seller, except as may be necessary
(i) to obtain any required consents for this transaction or (ii) comply with any
request by any regulatory authority or any statute, rule, regulation or order of
a court of competent jurisdiction.  If this Agreement is terminated for any
reason, the Buyer shall return to the Seller all documents received from the
Seller or its representatives that contain non-public information and destroy
all analyses, compilations, studies and other documents prepared for internal
use that include non-public information.  The Buyer, in its sole and absolute
discretion, shall have the right to terminate the proposed transaction upon
written notice to the Seller at any time during the Investigation Period.  If
the Buyer terminates the proposed transaction in such manner, this Agreement
shall be of no further force and effect and all rights and obligations of the
parties hereto shall terminate without liability to any party.

    3.   REPRESENTATIONS AND WARRANTIES OF THE SELLER.  The Seller represents
and warrants to the Buyer that the statements contained in this Section 3 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 3),
except as set forth in the disclosure schedule accompanying this Agreement (the
"Disclosure Schedule").  The Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs contained in this Section
3.

         (a)  ORGANIZATION, STANDING AND POWER.  The Seller is a corporation
duly organized, validly existing and in good standing under the Laws of
California and is in good standing and qualified to do business under the laws
of each jurisdiction in which the nature of its business or leasing of its
properties requires such qualification, where the failure to be so qualified
would have a Material Adverse Effect.  The Seller has full corporate power and
authority to carry on the business in which it is engaged and to own and use the
properties owned, leased and used by it.  True, complete and correct copies of
the Seller's Articles of Incorporation and Bylaws are attached as Exhibit "E."

         (b)  AUTHORIZATION OF TRANSACTION.  The Seller has full corporate
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder.  Without limiting the generality of the foregoing, the
Board of Directors of the Seller has duly authorized the execution, delivery,
and performance of this Agreement by the Seller.  This Agreement constitutes the
valid and legally binding obligation of the Seller, enforceable in accordance
with its terms and conditions, subject to the effect of (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
rights and remedies of creditors generally and (ii) general principles of
equity.

         (c)  NONCONTRAVENTION.  Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will
(i) violate any Law to which the Seller is subject or any provision of the
charter or bylaws of any of the Seller or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any contract, lease, sublease, license, sublicense, franchise,
permit, indenture, agreement or mortgage for borrowed money, instrument of
indebtedness, Security Interest, or other arrangement to which the Seller is a
party or by which it is bound or to which any of its assets is subject, or
result in the imposition of any Security Interest upon any of its assets.  The
Seller need not give any notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or governmental agency for
the Parties to consummate the transactions contemplated by this Agreement.

         (d)  FINANCIAL STATEMENTS.  Attached hereto as Exhibit "F" are the
following financial statements of the Seller (collectively the "Financial
Statements"):  (i) audited consolidated balance sheets and statements of income,
changes in stockholders' equity, and cash flows as of and for the fiscal year
ended December 31, 1994 (the "Most Recent Fiscal Year End"); and (ii) unaudited
consolidated balance sheets and statements of income, changes in stockholders'
equity, and cash flows (the "Most Recent Financial Statements") as of and for
the eleven months ended November 30, 1995 (the "Most Recent Fiscal Month End"). 
The Financial Statements have been prepared in accordance with GAAP applied on a
consistent basis throughout the periods covered thereby, are correct and
complete in all material respects, and are

consistent with the books and records of the Seller (which books and records 
are correct and complete in all material respects); PROVIDED, HOWEVER, that 
the Most Recent  Financial Statements are subject to normal year-end 
adjustments (which will not be material).

         (e)  UNDISCLOSED LIABILITIES.  In connection with the Acquired Assets,
Seller has no Liability (and there is no Basis for any present or future Adverse
Consequence against Seller giving rise to any Liability), except for
(i) Liabilities set forth on the face of the Most Recent Balance Sheet,
(ii) Liabilities which have arisen after the Most Recent Fiscal Month End in the
Ordinary Course of Business (none of which relates to any breach of contract,
breach of warranty, tort, infringement, or violation of law or arose out of any
Adverse Consequence, other than in the Ordinary Course of Business) and
(iii) Liabilities actually disclosed in the footnotes to Venture 88's audited
financial statements as of the Most Recent Fiscal Year End and for the period
then ended.

         (f)  TAX MATTERS.  The Seller has filed all Tax reports and returns
that it is required to file.  All such reports and returns were correct and
complete in all material respects.  All Taxes owed by the Seller (whether or not
shown on any report or return) have been paid.  The Seller currently is not the
beneficiary of any extension of time within which to file any report or return. 
There are no Security Interests on any of the Acquired Assets that arose in
connection with any failure (or alleged failure) to pay any tax, and the Seller
has no Knowledge of any Basis for the imposition of such a Security Interest in
the future.

         (g)  TITLE TO ASSETS.  The Seller has good and marketable title to all
of the Acquired Assets, free and clear of any Security Interest or restriction
on transfer, except as otherwise described in Exhibit "G."

         (h)  TANGIBLE ASSETS.  Each of the Acquired Assets that is a tangible
asset has been maintained in accordance with normal industry practice, is in
good operating condition and repair (subject to normal wear and tear), and is
suitable for the purposes for which it presently is used.

         (i)  INTELLECTUAL PROPERTY.  The Seller uses, pursuant to licenses
contained in the franchise agreements for the Stores, Intellectual Property
owned by Paradise Bakery.  The Seller does not own or use any other material
Intellectual Property with respect to the Acquired Assets.

         (j)  INVENTORY.  None of the inventory of the Seller comprising part
of the Acquired Assets is obsolete, damaged, or defective to such an extent as
to cause a Material Adverse Effect, subject only to the reserve for inventory
write-down set forth in the Most Recent Balance Sheet as adjusted for the
passage of time

through the Closing Date in accordance with the past custom and
practice of the Seller.

         (k)  REAL PROPERTY LEASE.  Section 3(k) of the Disclosure Schedule
lists and describes briefly all real property leased or subleased to or by the
Seller in connection with the Acquired Assets. The Seller has delivered to Buyer
correct and complete copies of the leases and subleases listed in Section 3(k)
of the Disclosure Schedule.  With respect to each lease and sublease listed in
Section 3(k) of the Disclosure Schedule, except as otherwise disclosed therein:

              (i)  the lease or sublease is legal, valid, binding, enforceable,
and in full force and effect;

              (ii)  there is no guarantee of the lease or sublease by any of
the shareholders of the Seller or, to the Knowledge of the Seller, any other
third party;

              (iii) the lease or sublease will continue to be legal, valid,
binding, enforceable, and in full force and effect on identical terms following
the Closing;

              (iv) to the Knowledge of the Seller, no party to the lease or
sublease is in breach or default thereof in any material respect, and no event
has occurred which, with notice or lapse of time, would constitute a breach or
default or permit termination, modification, or acceleration thereunder;

              (v) to the Knowledge of the Seller, no party to the lease or
sublease has repudiated any provision thereof;

              (vi) to the Knowledge of the Seller, there are no disputes, oral
agreements, or forbearance programs in effect as to the lease or sublease;

              (vii) with respect to each sublease, the representations and
warranties set forth in subsections (i) through (ii) above are true and correct
with respect to the underlying lease;

              (viii) the Seller has not assigned, transferred, conveyed,
mortgaged, deeded in trust, or encumbered any interest in the leasehold or
subleasehold;

              (ix) all facilities leased or subleased thereunder have received
all approvals of governmental authorities (including licenses and permits)
required in connection with the operation thereof and have been operated and
maintained in accordance with applicable Laws, where the failure to obtain such
approvals or comply with applicable Laws would have a Material Adverse Effect;
and

              (x) all facilities leased or subleased thereunder are supplied
with utilities and other services necessary for the operation of said
facilities.

         (l)  CONTRACTS.  

              (i)  Section 3(1) of the Disclosure Schedule lists the following
contracts, agreements, and other written arrangements to which the Seller is a
party in connection with the Acquired Assets:

                   (A)  any area development agreement or franchise agreement;

                   (B) any written arrangement (or group of related written
arrangements) for the lease of personal property from or to third parties
providing for lease payments in excess of $5,000 per annum;

                   (C) any written arrangement (or group of related written
arrangements) for the purchase or sale of food, supplies, products, or other
personal property or for the furnishing or receipt of services, that either
calls for performance over a period of more than three (3) months or involves
more than the sum of $25,000; or

                   (D) any written arrangement concerning partnership or joint
venture;

                   (E) any written arrangement (or group of related written
arrangements) under which the Seller has created, incurred, assumed, or
guaranteed (or may create, incur, assume, or guarantee) either (1) indebtedness
(including capitalized lease obligations) involving more than $25,000 or (2) a
Security Interest on any of its assets, tangible or intangible;

                   (F) any written arrangement concerning confidentiality or
noncompetition;

                   (G) any written arrangement with any of its directors,
officers, or employees in the nature of a collective bargaining agreement,
employment agreement, or severance agreement;

                   (H) any written arrangement under which the consequences of
a default or termination could have a Material Adverse Effect; or

                   (I) any other written arrangement (or group of related
arrangements) either involving more than $25,000 or not entered into in the
Ordinary Course of Business.

              (ii) The Seller has delivered to the Buyer a correct and complete
copy of each written arrangement listed in Section 3(l) of the Disclosure
Schedule (as amended to date).  With respect to each written arrangement so
listed:  (A) the written

arrangement is legal, valid, binding, enforceable, and in full force and 
effect; (B) the written arrangement will continue to be legal, valid, 
binding, and enforceable and in full force and effect on identical terms 
following the Closing; (C) to the Knowledge of the Seller, no party is in 
breach or default, and no event has occurred which with notice or lapse of 
time, or both, would constitute a breach or default or permit termination, 
modification, or acceleration, under the written arrangement; and (D) to the 
Knowledge of the Seller, no party has repudiated any provision of the written 
arrangement.  The Seller is not a party to any binding verbal contract, 
agreement, or other arrangement which, if reduced to written form, would be 
required to be listed in Section 3(l) of the Disclosure Schedule under the 
terms of this Section 3(l).

         (m)  ACCOUNTS RECEIVABLE.  All accounts receivable of the Seller in
connection with the Acquired Assets are reflected properly on its books and
records, are valid receivables subject to no set-offs or counterclaims, are
presently current and collectible, and will be collected in accordance with
their terms at their recorded amounts, subject only to the reserve for bad debts
set forth in the Most Recent Balance Sheet as adjusted for the passage of time
through the Closing Date in accordance with the past custom and practice of the
Seller.

         (n)  POWERS OF ATTORNEY.  There are no outstanding powers of attorney
executed on behalf of the Seller which grant any other party the direct or
indirect power or authority to convey, manage, or otherwise affect any of the
Acquired Assets.

         (o)  INSURANCE.  

              (i)  Section 3(o) of the Disclosure Schedule sets forth the
following information with respect to each insurance policy (including policies
providing property, casualty, liability, and workers' compensation coverage and
bond and surety arrangements) with respect to any of the Acquired Assets to
which the Seller has been a party, a named insured, or otherwise the beneficiary
of coverage at any time since its formation:

                   (A)  the name, address, and telephone number of the agent;

                   (B) the name of the insurer, the name of the policyholder,
and the name of each covered insured;

                   (C) the policy number and the period of coverage;

                   (D) the scope (including an indication of whether the
coverage was on a claims made, occurrence, or other basis) and amount (including
a description of how deductibles and ceilings are calculated and operate) of
coverage; and

                   (E) a description of any retroactive premium adjustments or
other loss-sharing arrangements.

              (ii) With respect to each such insurance policy:  (A) the policy
is legal, valid, binding, enforceable, and currently in full force and effect;
(B) neither the Seller nor, to the Knowledge of the Seller, any other party is
in breach or default in any material respect (including with respect to the
payment of premiums or the giving of notices), and, to the Knowledge of the
Seller, no event has occurred which, with notice or the lapse of time or both,
would constitute such a breach or default in any material respect or permit
termination, modification, or acceleration, under the policy; and (C) to the
Knowledge of the Seller, no party to the policy has repudiated any provision
thereof.

              (iii) The Seller has been covered since inception by insurance in
scope and amount customary and reasonable for the businesses in which it has
engaged during the aforementioned period.  Section 3(o) of the Disclosure
Schedule describes any self-insurance arrangements affecting the Seller.

         (p)  LITIGATION.  Section 3(p) of the Disclosure Schedule sets forth
each instance in which the Seller (A) is subject to any Adverse Consequence with
respect to any of the Acquired Assets, or (B) is a party or, to the Knowledge of
the Seller, is threatened to be made a party to any Adverse Consequence with
respect to any of the Acquired Assets.  The Seller has no reason to believe that
any other Adverse Consequence with respect to any of the Acquired Assets may be
brought or threatened against the Seller.

         (q)  EMPLOYEES.  To the Knowledge of any of the directors, officers
and employees of the Seller with responsibility for employment matters of the
Seller, no key employee or group of employees employed at any of the Stores has
any plans to terminate employment upon the consummation of the transactions
contemplated by this Agreement.  The Seller is not a party to or bound by any
collective bargaining agreement, nor has it experienced any strikes, grievances,
claims of unfair labor practices, or other collective bargaining disputes with
any of its employees employed at any of the Stores.  The Seller has not
committed any unfair labor practice in connection with any such employees.  The
Seller has no Knowledge of any organizational effort presently being made or
threatened by or on behalf of any labor union with respect to employees employed
at any of the Stores.

         (r)  EMPLOYEE BENEFITS.  The Seller does not have any Employee Benefit
Plan that is a defined benefit plan.  The Seller does not have any unfunded
liability with respect to any Employee Benefit Plan.  There is no Basis for any
successor liability to accrue to the Buyer in connection with any Employee
Benefit Plan of the Seller.

         (s)  GUARANTIES.  Except as disclosed in Section 3(s) of the
Disclosure Schedule, the Seller is not a guarantor of or otherwise liable for
any Liability or obligation (including indebtedness) of any other person in
connection with the Acquired Assets that would, in the event of any past or
future occurrence (including the

passage of time) relative to such guarantee or liability, constitute or 
result in a Material Adverse Effect or a direct or indirect claim or lien on 
any of the Acquired Assets.

         (t)  ENVIRONMENT, HEALTH, AND SAFETY.

              (i)  The Seller and its respective predecessors and Affiliates
have complied with all Laws applicable to any of the Acquired Assets concerning
the environment, public health and safety, except where such failure to comply
will not have a Material Adverse Effect, and no Adverse Consequence has been
filed or commenced against the Seller alleging any failure to comply with any
such Law where such Adverse Consequence or failure so to comply would have a
Material Adverse Effect.

              (ii) In connection with any of the Acquired Assets, the Seller
has no Liability (and, to the Knowledge of the Seller, there is no Basis related
to the past or present operations, properties, or facilities of the Seller and
its respective predecessors and Affiliates for any Adverse Consequence against
the Seller giving rise to any Liability) under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Resource Conservation and
Recovery Act of 1976, the Federal Water Pollution Control Act of 1972, the Clear
Air Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substances
Control Act of 1976, the Refuse Act of 1899, or the Emergency Planning and
Community Right-to-Know Act of 1986 (each as amended), or any other Law
concerning release or threatened release of hazardous substances, public health
and safety, pollution, or protection of the environment, except for such
Liability that would not constitute a Material Adverse Effect.

              (iii) In connection with any of the Acquired Assets, the Seller
and, to the Knowledge of the Seller, its respective predecessors and Affiliates
have not handled or disposed of any substance, arranged for the disposal of any
substance, or owned or operated any property or facility in any manner that
could form the Basis for any Adverse Consequence for damage to any site,
location, or body of water (surface or subsurface), or for illness or personal
injury, except for any such Liability or Adverse Consequence that would not
constitute a Material Adverse Effect.

              (iv) In connection with any of the Acquired Assets, the Seller
has no Liability for (and the Seller has not exposed any employee to) any
substance or condition that could form the Basis for any Adverse Consequence for
any illness of or personal injury to any employee, except for any such Liability
or Adverse Consequence that would not constitute a Material Adverse Effect.

              (v) With respect to the Acquired Assets, the Seller has obtained
and been in compliance with all of the terms and conditions of all permits,
licenses, and other authorizations which are required under, and has complied
with all other limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules, and timetables which are contained in, all

federal, state, local, and foreign laws (including rules, regulations, codes,
plans, judgments, orders, decrees, stipulations, injunctions, and charges
thereunder) relating to public health and safety, worker health and safety, and
pollution or protection of the environment, including Laws relating to
emissions, discharges, releases, or threatened releases of pollutants,
contaminants, or chemical, industrial, hazardous, or toxic materials or wastes
into ambient air, surface water, ground water, or lands or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants, or chemical, industrial,
hazardous, or toxic materials or wastes, except for any such noncompliance that
would not constitute a Material Adverse Effect.

              (vi) To the Knowledge of the Seller, all properties and equipment
used by the Seller in connection with any of the Acquired Assets have been free
of asbestos, PCB's, methylene chloride, trichloroethylene, and any other
Extremely Hazardous Substances.

              (vii) Any and all product labeling of the Seller in connection
with any of the Acquired Assets has been in conformity with applicable Laws in
all material respects.

              (viii) To the Knowledge of the Seller, no pollutant, contaminant,
or chemical, industrial, hazardous, or toxic material or waste ever has been
buried, stored, spilled, leaked, discharged, emitted, or released on any real
property that the Seller, in connection with any of the Acquired Assets, leases
or ever has owned or leased during the period of such ownership or leasing, and
the Seller is not aware of any such occurrence thereon at any other time.

         (u)  LEGAL COMPLIANCE.

              (i)  The Seller has complied with all Laws with respect to the
Acquired Assets, and no Adverse Consequence with respect to the Acquired Assets
has been filed or commenced against the Seller alleging any failure to comply
with any such Law that could have a Material Adverse Effect.

              (ii) The Seller has not:

                   (A)  made or agreed to make any contribution, payment, or
gift of funds or property to any governmental official, employee, or agent where
either the contribution, payment, or gift or the purpose thereof was illegal
under the Law;

                   (B)  established or maintained any unrecorded fund or asset
for any purpose, or made any false entries on any books or records for any
reason; or

                   (C) made or agreed to make any contribution, or reimbursed
any political gift or contribution made by any other person, to any candidate
for federal, state, local, or foreign public office.

              (iii) The Seller filed in a timely manner all reports, documents,
and other materials it was required to file (and the information contained
therein was correct and complete in all material respects) under all applicable
Laws with respect to any of the Acquired Assets where the failure so to file
would have a Material Adverse Effect.

              (iv) The Seller has possession of all records and documents with
respect to any of the Acquired Assets that it was required to retain under all
applicable Laws.

         (v)  DISCLOSURE.  The representations and warranties contained in this
Section 3 do not contain any untrue statements of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Section 3 not misleading.

         (w)  BROKERS' FEES.  The Seller has no Liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Buyer would become
liable or obligated.

         (x)  EXEMPTION FROM REGISTRATION.  

              (i)  The Seller acknowledges that the Purchase Shares will be
issued in accordance with an exemption from the registration requirements under
the Securities Act and that the Purchase Shares cannot be sold, assigned,
transferred, hypothecated, or otherwise disposed of, unless (A) the Purchase
Shares are included in a registration statement filed with, and declared
effective by, the SEC, or (B) in the opinion of counsel reasonably satisfactory
to the Buyer, an exemption from the registration requirements is available.

              (ii)  The Seller further acknowledges that, for the Purchase
Shares to be sold, absent inclusion in an effective registration statement or
the applicability of some other exemption from such registration requirements,
the Seller would have to comply with Rule 144, promulgated under the Securities
Act, which Rule, as currently in effect, requires among other things, the
satisfaction of a two-year holding period.

              (iii) The Seller also acknowledges and agrees that (A) the Buyer
is under no obligation to include any of the Purchase Shares in any registration
statement that may be filed by the Buyer with the SEC, (B) the certificates
evidencing the Purchase Shares will bear an appropriate restrictive legend, and
(C) a stop transfer notation will be placed on the books and records of the
Buyer's transfer agent.

         (y)  DESIGNATION.  The Seller acknowledges that the Buyer shall have
the right, at its sole discretion, to designate that the Seller convey the
Acquired Assets and the Assumed Liabilities directly to any wholly owned
subsidiary of the Buyer, including without limitation Paradise Bakery, should
the Paradise Merger take place.

    4.   REPRESENTATIONS AND WARRANTIES OF THE BUYER.  The Buyer represents and
warrants to the Seller that the statements contained in this Section 4 are
correct and complete as of the date of this Agreement and will be correct and
complete as of the Closing Date (as though made then and as though the Closing
Date were substituted for the date of this Agreement throughout this Section 4),
except as set forth in the Disclosure Schedule.  The Disclosure Schedule will be
arranged in paragraphs corresponding to the lettered and numbered paragraphs
contained in this Section 4.

         (a)  ORGANIZATION OF THE BUYER.  The Buyer is a corporation duly
organized, validly existing, and in good standing under the Laws of Florida. 
The Buyer is in good standing and qualified to do business under the laws of
each jurisdiction in which the nature of its business or the ownership or
leasing of its properties requires such qualification where the failure to be so
qualified would have a material adverse effect.  The Buyer has full corporate
power and authority to carry on the business in which it is engaged and to own
and use the properties owned, leased and used by it.

         (b)  CAPITALIZATION.  The authorized capitalization of the Buyer
consists of 25,000,000 shares of no par value preferred stock, of which no
shares are outstanding at the date of this Agreement, and 25,000,000 shares of
no par value common stock, of which 7,024,815 shares are outstanding at the date
of this Agreement.  To the Knowledge of the Buyer, all outstanding shares have
been duly authorized, validly issued, and are fully paid and non-assessable, and
all such shares were issued in compliance in all material respects with
applicable federal and state securities law.  Except as set forth (1) in the
Buyer's Financial Statements or (ii) in Section 4(d) of the Disclosure Schedule,
there are no outstanding or presently authorized securities, warrants,
preemptive rights, subscription rights, options or related commitments or
agreements of any nature to issue any of the Buyer's securities.

         (c)  PURCHASE SHARES.  Upon issuance, the Purchase Shares will be duly
authorized, validly issued, fully paid, and nonassessable.

         (d)  AUTHORIZATION OF TRANSACTION.  The Buyer has full corporate power
and authority to execute and deliver this Agreement and to perform its
obligations hereunder, neither of which requires the approval of the Buyer's
shareholders.  This Agreement constitutes the valid and legally binding
obligation of the Buyer, enforceable in accordance with its terms and
conditions, subject to the effect of (i) bankruptcy, insolvency, reorganization,

moratorium or other similar laws affecting the rights and remedies of creditors
generally and (ii) general principles of equity.

         (e)  NONCONTRAVENTION.  Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will
(i) violate any Law to which the Buyer is subject or any provision of its
Articles of Incorporation or bylaws or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any contract, lease, sublease, license, sublicense, franchise,
permit, indenture, agreement or mortgage for borrowed money, instrument of
indebtedness, Security Interest, or other arrangement to which the Buyer is a
party or by which it is bound or to which any of its assets is subject.  Except
for compliance with certain notice filing provisions under the California and
federal securities laws, the Buyer does not need to give any notice to, make any
filing with, or obtain any authorization, consent, or approval of any government
or governmental agency for the Parties to consummate the transactions
contemplated by this Agreement.

         (f)  FINANCIAL STATEMENTS.  Attached hereto as Section 4(f) of the
Disclosure Schedule are the following financial statements of the Buyer
(collectively the "the Buyer Financial Statements"): audited consolidated
balance sheets and statements of income, changes in stockholders' equity, and
cash flows as of and for the fiscal year ended March 31, 1995, and unaudited
consolidated balance sheets and statements of income and cash flows as of and
for the six months ended September 30, 1995.  The Buyer Financial Statements
have been prepared in accordance with GAAP applied on a consistent basis
throughout the periods covered thereby, are correct and complete in all material
respects, and are consistent with the books and records of the Buyer (which
books and records are correct and complete in all material respects); PROVIDED,
HOWEVER, that the financial statements as of and for the six months ended
September 30, 1995 are subject to normal year-end adjustments (which will not be
material).

         (g)  EVENTS SUBSEQUENT TO MOST RECENT FISCAL YEAR END.  Since
March 31, 1995, the end of the Buyer's most recent fiscal year, there has not
been any change in the assets, Liabilities, business, financial condition,
operations, results of operations, or, to the Knowledge of the Buyer, future
prospects of the Buyer taken as a whole that, either individually or together
with other changes, has caused, or to the Knowledge of Buyer is likely to cause,
a Material Adverse Effect.

         (h)  LITIGATION.  Except as set forth in the Buyer's Annual Report on
Form 10-K for the fiscal year ended March 31, 1995 or any of its subsequent
Quarterly Reports on Form 10-Q, the Buyer (i) is not subject to any Adverse
Consequence that would have a material adverse effect, and (ii) is not a party
or, to the Knowledge of the Buyer, is not threatened to be made a party to any
Adverse Consequence that would have a material adverse effect.

         (i)  ENVIRONMENT, HEALTH, AND SAFETY.  To the Knowledge of the Buyer,
there are no (A) claims of violation by the Buyer of any federal, state, or
local environmental protection laws and regulations where such violation would
have a material adverse effect, and the Buyer has not received any notice of
such violation; and (B) material capital expenditures required for compliance
with any federal, state, or local laws or regulations now in force relating to
an Extremely Hazardous Substance.

         (j)  SECURITIES EXCHANGE ACT COMPLIANCE.  Except as described in
Section 4(j) of the Disclosure Schedule, the Buyer has timely filed all
documents required to be filed by it with the SEC pursuant to the Securities
Exchange Act since June 1, 1994.  None of such documents contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they made, not misleading, provided that information
as of a later date shall be deemed to modify information as of an earlier date.

         (k)  BROKERS' FEES.  The Buyer has no Liability or obligation to pay
any fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by this Agreement for which the Seller could become
liable or obligated.

         (l)  DISCLOSURE.  The representations and warranties contained in this
Section 4 do not contain any untrue statements of a material fact or omit to
state any material fact necessary in order to make the statements and
information contained in this Section 4 not misleading.

         (m)  LEGAL COMPLIANCE.

              (i)  The Buyer has complied in all material respects with all
Laws, and no Adverse Consequence has been filed or commenced against The Buyer
alleging any failure to comply with any such Law that could have a material
adverse effect.

              (ii) The Buyer has not:

                   (A)  made or agreed to make any contribution, payment, or
gift of funds or property to any governmental official, employee, or agent where
either the contribution, payment, or gift or the purpose thereof was illegal
under the Law;

                   (B)  established or maintained any unrecorded fund or asset
for any purpose, or made any false entries on any books or records for any
reason; or

                   (C) made or agreed to make any contribution, or reimbursed
any political gift or contribution made by any other person, to any candidate
for federal, state, local, or foreign public office.

              (iii) Since June 1, 1994, the Buyer has filed in a timely manner
all reports, documents, and other materials it was required to file (and the
information contained therein was correct and complete in all material respects)
under all applicable Laws where the failure so to file would have a Material
Adverse Effect.

              (iv) Since June 1, 1994, the Buyer has possession of all material
records and documents that it is required to retain under all applicable Laws,
except where the failure so to retain would not have a Material Adverse Effect.

    5.   PRE-CLOSING COVENANTS.  The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.

         (a)  GENERAL.  Each of the Parties will use its reasonable best
efforts to take all action and to do all things necessary, proper, or advisable
to consummate and make effective the transactions contemplated by this Agreement
(including satisfying the closing conditions set forth in Section 6 below).

         (b)  NOTICES AND CONSENTS.  The Seller will give any notices to third
parties, and the Seller will use its reasonable best efforts to obtain any third
party consents, that the Buyer may request in connection with the matters
pertaining to the Acquired Assets and/or the Assumed Liabilities disclosed or
required to be disclosed in the Disclosure Schedule.  Each of the Parties will
take any additional action that may be reasonably necessary, proper, or
advisable in connection with any other notices to, filings with, and
authorizations, consents, and approvals of government agencies, and third
parties that it may be required to give, make, or obtain.  Without limiting the
generality of the foregoing, the Seller will use its reasonable best efforts to
obtain the required consents of the landlords of the Stores to the assignments
to the Buyer of the leases for the Stores; and the Seller agrees to pay any and
all reasonable charges or costs imposed by any of such landlords in connection
with obtaining such consents.

         (c)  OPERATION OF BUSINESS.  In connection with the Acquired Assets,
the Seller will not engage in any practice, take any action, embark on any
course of inaction, or enter into any transaction outside the Ordinary Course of
Business.

         (d)  PRESERVATION OF BUSINESS.  In connection with the Acquired Assets
and the Assumed Liabilities, the Seller will keep its business substantially
intact, including its present operations, physical facilities, working
conditions, and relationships with lessors, licensors, suppliers and employees.

         (e)  FULL ACCESS.  The Seller will permit representatives of the Buyer
to have full access at all reasonable times, and in a manner so as not to
interfere with normal business operations of the Seller, to all premises,
properties, books, records, contracts,

Tax records, and documents of the Seller pertaining to the Acquired Assets 
and the Assumed Liabilities.

         (f)  NOTICE OF DEVELOPMENTS.  The Seller will give prompt written
notice to the Buyer of (i) any material developments affecting the Acquired
Assets or Assumed Liabilities and (ii) any occurrence or event rendering any of
the Seller's representations and warranties in Section 3 of this Agreement
inaccurate, incorrect or incomplete in any material respect.  The Buyer will
give prompt written notice to the Seller of (A) any materially adverse
developments affecting the assets, Liabilities, business, financial condition,
operations, results of operations or future prospects of the Buyer and (B) any
occurrence or event rendering any of the Buyer's representations and warranties
inaccurate, incorrect or incomplete in any material respect.  Each Party will
give prompt written notice to the other of any material development affecting
the ability of the Parties to consummate the transactions contemplated by this
Agreement.  No disclosure by any Party pursuant to this Section 5(f), however,
shall be deemed to amend or supplement the Disclosure Schedule or to prevent or
cure any misrepresentation, breach of warranty, or breach of covenant.

         (g)  EXCLUSIVITY.  Prior to the Closing, the Seller will not
(i) solicit, initiate, or encourage the submission of any proposal or offer from
any person relating to any (A) liquidation, dissolution, or recapitalization,
(B) merger or consolidation, (C) acquisition or purchase of securities or
assets, or (D) similar transaction or business combination involving the Seller
or (ii) participate in any discussions or negotiations regarding, furnish any
information with respect to, assist or participate in, or facilitate in any
other manner any effort or attempt by any person to do or seek any of the
foregoing.  The Seller will notify the Buyer immediately if any person makes any
proposal, offer, inquiry, or contact with respect to any of the foregoing.

         (h)  FOREIGN PERSON AFFIDAVIT.  The Seller shall, upon request of the
Buyer, furnish to the Buyer on or before Closing a sworn Affidavit stating under
penalty of perjury that Seller is not a "foreign person" as such term is defined
in Code Section 1445(f)(3) or such other evidence that the Buyer is not required
to withhold taxes from the Purchase Price as the Buyer may reasonably determine
to meet the requirements of Code Section 1445(b)(4) and Code Section 1445(b)(5).

         (i)  1994 AUDIT.  Upon the execution and delivery of this Agreement,
the Seller shall immediately engage independent certified public accountants to
audit its financial statements as of, and for the two years ended, December 31,
1994.  The Seller shall provide the Buyer with a copy of such audited financial
statements immediately after Founders' receipt thereof.

         (j)  NASDAQ ADDITIONAL LISTING APPLICATION.  The Buyer will cause to
be prepared and filed with the National Association of Securities Dealers, Inc.,
an Additional Listing Application for the Purchase Shares as soon as practicable
after the execution and

delivery of this Agreement, but in no event later than 15 calendar days 
before the Closing Date.

         (k)  THE BUYER'S SECURITIES EXCHANGE ACT FILINGS.  Until Closing, the
Buyer will send to Founders via regular mail copies of all periodic reports
filed by the Buyer with the SEC pursuant to the requirements of Section 13(a) of
the Securities Exchange Act.

    6.   CONDITIONS TO OBLIGATION TO CLOSE.

         (a)  CONDITIONS TO OBLIGATION OF THE BUYER.  The obligation of the
Buyer to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of each and all of the following
conditions (PROVIDED, HOWEVER, that the Buyer may waive any condition specified
in this Section 6(a) if it executes a writing so stating at or prior to the
Closing):

              (i)  the representations and warranties set forth in Section 3
above shall be true and correct in all material respects at and as of the
Closing Date;

              (ii) the Seller shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;

              (iii) no Adverse Consequence shall be pending or threatened,
wherein an unfavorable determination would (A) prevent consummation of any of
the transactions contemplated by this Agreement, (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation, or (C) affect adversely the right of the Buyer to own, operate, or
control the Acquired Assets, except where such adverse determination as to
clause (C) would not constitute a Material Adverse Effect;

              (iv) the Seller shall have delivered to the Buyer a certificate
(without qualification as to knowledge or materiality or otherwise, except as to
Section 6(a)(iii), which may be qualified to the Knowledge of the Seller) to the
effect that each of the conditions specified above in Section 6(a)(i)-(iii) is
satisfied in all respects;

              (v)  Buyer's receipt of audited financial statements of Seller as
of December 31, 1994, and for the year then ended, which shall be reasonably
acceptable to Buyer and shall not materially differ from the unaudited financial
statements as of such date and for such period that Seller has previously
delivered to Buyer;

              (vi) consents of the respective landlords of the Stores to the
assignments to the Buyer of the respective leases for the Stores, on terms and
conditions that are reasonably satisfactory to the Buyer;

              (vii) the consummation of the Paradise Merger no later than the
business day before the Closing Date;

              (viii) the closing of the Founders Merger no later than the
Closing Date;

              (ix) the 1988 loan to the Seller from Bank of America in the
original principal amount of $875,000 shall have been paid in full;

              (x) the Bank of America Loan Principal Prepayment shall have been
made by the Buyer on the Closing Date, with the Seller having paid all accrued
interest thereon to the date of the payment thereof, and Bank of America shall
have released the Stores from the lien of the security documents collateralizing
the Bank of America Loan;

              (xi) the execution and delivery by the Parties to each other of
an Allocation Schedule reasonably acceptable to the Buyer;

              (xii) approval by the Board of Directors of Seller of the
transactions contemplated by this Agreement;

              (xiii) the Buyer shall have received from counsel to the Seller
an opinion with respect to the matters set forth in Exhibit "H" attached hereto,
addressed to the Buyer and dated as of the Closing Date; and

              (xiv) all actions to be taken by the Seller in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Buyer.

         (b)  CONDITIONS TO OBLIGATIONS OF THE SELLER.  The obligation of the
Seller to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions (PROVIDED,
HOWEVER, that the Seller may waive any condition specified in this Section 6(b)
if it executes a writing so stating at or prior to the Closing:

              (i)  the representations and warranties set forth in Section 4
above shall be true and correct in all material respects at and as of the
Closing Date;

              (ii) the Buyer shall have performed and complied with all of its
covenants hereunder in all material respects through the Closing;

              (iii) no Adverse Consequence shall be pending or threatened,
wherein an unfavorable determination would (A) prevent consummation of any of
the transactions contemplated by this Agreement or (B) cause any of the
transactions contemplated by this Agreement to be rescinded following
consummation;

              (iv) the Buyer shall have delivered to the Seller a certificate
(without qualification as to knowledge or materiality 

or otherwise, except as to Section 6(b)(iii), which may be qualified to the 
Knowledge of the Buyer) to the effect that each of the conditions specified 
above in Section 6(b)(i)-(iii) is satisfied in all respects;

              (v) approval by the Board of Directors of the Buyer of the
transactions contemplated by this Agreement;

              (vi) none of the landlords of the Seller shall have imposed
unreasonable costs or terms in connection with its consent to the Acquisition;

              (vii) the Bank of America Loan Principal Prepayment shall have
been made by the Buyer on the Closing Date, with the Seller having paid all
accrued interest thereon to the date of the payment thereof, and Bank of America
shall have released the Stores from the lien of the security documents
collateralizing the Bank of America Loan;

              (viii) the execution and delivery by the Parties to each other of
an Allocation Schedule reasonably acceptable to the Seller;

              (ix) the Seller shall have received from counsel to the Buyer an
opinion with respect to the matters set forth in Exhibit "I" attached hereto,
addressed to the Seller and dated as of the Closing Date; and

              (x) all actions to be taken by the Buyer in connection with
consummation of the transactions contemplated hereby and all certificates,
opinions, instruments and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to the
Seller.

    7.   TERMINATION.

         (a)  TERMINATION OF AGREEMENT.  The Parties may terminate this
Agreement as provided below.

              (i)  the Buyer and the Seller may terminate this Agreement by
mutual written consent at any time prior to the Closing.

              (ii) The Buyer may terminate this Agreement 

                   (A)  by giving written notice to the Seller at any time
prior to the Closing if the Seller is in breach of any representation, warranty,
or covenant contained in this Agreement in any material respect and fails to
cure such breach within five (5) calendar days of notice thereof from the Buyer;
PROVIDED, HOWEVER, that if the Buyer does not terminate this Agreement because
of any disclosed breach by the Seller and chooses to consummate the transactions
contemplated by this Agreement, then the Buyer shall be deemed to have waived
such disclosed breach for the purposes of this Agreement;

                   (B) by giving written notice to the Seller on or before the
expiration of the Investigation Period in accordance with Section 2(h) of this
Agreement if the Buyer is not reasonably satisfied with the results of its due
diligence investigation regarding the Acquired Assets and the Assumed
Liabilities; or

                   (C)  by giving written notice to the Seller at any time
prior to the Closing if the Closing shall not have occurred on or before the
3Oth day following the date of this Agreement by reason of the failure of any
condition precedent under Section 6(a) hereof (unless the failure results
primarily from the Buyer itself breaching any representation, warranty, or
covenant contained in this Agreement);

              (iii) The Seller may terminate this Agreement 

                   (A)  by giving written notice to the Buyer at any time prior
to the Closing if the Buyer is in breach of any representation, warranty, or
covenant contained in this Agreement in any material respect and fails to cure
such breach within five (5) calendar days of notice thereof from the Seller;
PROVIDED, HOWEVER, that if the Seller does not terminate this Agreement because
of any disclosed breach by the Buyer and chooses to consummate the transactions
contemplated by this Agreement, then the Seller shall be deemed to have waived
such disclosed breach for the purposes of this Agreement; or

                   (B)  by giving written notice to the Buyer at any time prior
to the Closing if the Closing shall not have occurred on or before the 30th day
following the date of this Agreement by reason of the failure of any condition
precedent under Section 6(b) hereof (unless the failure results primarily from
the Seller itself breaching any representation, warranty, or covenant contained
in this Agreement).

              (iv) This Agreement shall automatically terminate when and if the
agreement with respect to either the Founders Merger or the Paradise Merger is
terminated.

         (b)  EFFECT OF TERMINATION.  If any Party terminates this Agreement
pursuant to Section 7(a) above, all obligations of the Parties hereunder shall
terminate without any Liability of any Party to any other Party (except for any
Liability of any Party then in breach).

    8.   INDEMNIFICATION.

         (a)  OBLIGATION OF THE SELLER TO INDEMNIFY.  The Seller hereby
indemnifies and holds harmless the Buyer and the Buyer's directors, officers,
employees, and agents in respect of any and all Adverse Consequences incurred by
Buyer in connection with each and all of the following; PROVIDED, HOWEVER, that
such indemnification (A) shall be limited in aggregate amount to (1) the

product of (x) the number of shares of the Buyer's Common Stock subject to the
Indemnification Escrow Agreement to be entered into between the Buyer and the
shareholders of Founders in connection with the Founders Merger (the "Founders
Indemnification Escrow Agreement"), multiplied by (y) the Java Share Price, less
(2) the amount of any indemnification that the Buyer actually realizes in
connection with the Founders Merger and (B) shall not be available for the first
$10,000 to which the Buyer would otherwise be entitled to indemnification in the
aggregate pursuant to the Founders Indemnification Escrow Agreement:

              (i)  Any misrepresentation or breach of any warranty made by the
Seller in this Agreement or in any Schedule, Exhibit, or other document attached
hereto or delivered to the Buyer by the Seller or any officer of the Seller in
connection with the transactions contemplated hereby.

              (ii) The breach of any covenant, agreement, or obligation of the
Seller contained in this Agreement or any Schedule or Exhibit hereto or any
other instrument specifically contemplated by this Agreement.

              (iii) Any misrepresentation contained in any statement in writing
or certificate furnished by an officer of the Seller pursuant to this Agreement
or in connection with the transactions contemplated by this Agreement.

              (iv)  Unless and to the extent they are Assumed Liabilities, any
unpaid liability, obligation or claim for Taxes owed by the Seller which could
affect or constitute a lien or claim with respect to the Acquired Assets with
respect to any period ending on or before the Closing Date.

              (v) Any misrepresentation in or omission from any list, Schedule,
Exhibit, certificate or other instrument required to be furnished or
specifically contemplated to have been furnished pursuant to this Agreement to
the Buyer or its authorized representatives.

              (vi) Unless and to the extent they are Assumed Liabilities, any
and all payments due and owing by the Seller to its employees who leave the
Seller's employ and become employees of the Buyer with respect to periods of
employment up to the Closing insofar as such payments relate to salary, bonuses,
compensation, vacation pay, sick leave, retirement benefits and/or fringe
benefits as shown on the various employee benefit plans which the Seller
currently maintains and any other forms of remuneration owed by the Seller to
its employees.

              (vii) Unless and to the extent they are Assumed Liabilities, the
operation of the business of the Stores prior to the Closing Date.

         (b)  OBLIGATIONS OF THE BUYER.  The Buyer hereby indemnifies and holds
harmless the Seller in respect of any and all Adverse Consequences incurred by
the Seller in connection with each and all of the following:

              (i)  Any misrepresentation or breach of any warranty made by the
Buyer in this Agreement or in any Schedule, Exhibit, or other document attached
hereto or delivered to the Seller by the Buyer or any officer of the Buyer in
connection with the transactions contemplated hereby.

              (ii) The breach of any covenant, agreement, or obligation of the
Buyer contained in this Agreement or any Schedule or Exhibit hereto or any other
instrument specifically contemplated by this Agreement.

              (iii) Any misrepresentation contained in any statement in writing
or certificate furnished by an officer of the Buyer pursuant to this Agreement
or in connection with the transactions contemplated by this Agreement.

              (iv) The failure to pay or perform any of the Assumed
Liabilities.

              (v) The operation of the business of the Stores after the Closing
Date.

         (c) METHOD OF ASSERTING CLAIMS FOR INDEMNIFICATION.  Whenever any 
claims shall arise for indemnification hereunder, the party seeking 
indemnification (the "Indemnitee") shall promptly notify the other party (the 
"Indemnitor") of the claim and, when known, the facts constituting the basis 
for such claim.  If any claim for indemnification hereunder results from or 
is in    connection with any claim or Adverse Consequence by a person who is 
not a party to this Agreement (the "Third-Party Claim"), such notice shall 
also specify, if known, the amount or an estimate of the amount of the 
liability arising therefrom.  The Indemnitee shall give the other party 
prompt notice of any such claim and the Indemnitor shall undertake the 
defense thereof by representatives of its own choosing, reasonably 
satisfactory to the Indemnitee, at the expense of the Indemnitor.  The 
Indemnitee shall have the right to participate in any such defense of a 
Third-Party Claim with advisory counsel of its own choosing, at its own 
expense.  If the Indemnitor fails to defend within a reasonable time after 
notice of any such Third-Party Claim, the Indemnitee or any subsidiary or 
affiliate of the Indemnitee shall have the right to undertake the defense, 
compromise, or settlement of such Third-Party Claim on behalf and for the 
account of the Indemnitor, at the Indemnitor's expense and risk.  The 
Indemnitor shall not, without the Indemnitee's written consent, settle or 
compromise any such ThirdParty Claim or consent to entry of any judgment that 
does not include, as an unconditional term thereof, the giving by the 
claimant or the plaintiff to Indemnitee of an unconditional release 

from all liability in respect of such Third-Party Claim.  Notwithstanding any
provision herein to the contrary, failure of Indemnitee to give any notice
required by this Section shall not constitute a waiver of Indemnitee's right to
indemnification or a defense to any claim by Indemnitee hereunder.

         (d) MEANS OF INDEMNIFICATION.  All indemnification hereunder shall be
effected upon demand (i) if the Buyer is the Indemnitor, by prompt payment of
cash, delivery of a cashier's check or wire transfer in the amount of the
indemnification liability or (ii) if the Seller is the Indemnitor, pursuant to
the terms of the Founders Indemnification Escrow Agreement.

         (e)  SURVIVAL OF RIGHTS TO INDEMNIFICATION.  

              (i)  The indemnities contained herein shall survive the Closing
and any investigation made in connection with the transactions contemplated by
this Agreement for a period of two (2) years.

              (ii) In addition to the foregoing provision of this paragraph
(e), and notwithstanding anything else in this Agreement to the contrary, the
Seller shall remain liable with respect to any Adverse Consequence, whether or
not asserted or commenced, relating to the Acquired Assets which has arisen
prior to the Closing Date; PROVIDED that, as to any such Adverse Consequence as
to which the Buyer first obtains knowledge after the Closing Date, the Seller
receives written notice of such Adverse Consequence promptly after the Buyer has
knowledge thereof; and PROVIDED, FURTHER, that, as to each such Adverse
Consequence, the Seller has complete and exclusive authority to investigate,
process, defend and settle such Adverse Consequence.

    9.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All of the
representations and warranties of the respective parties contained in this
Agreement shall survive the Closing for a period of two years.

    10.   MISCELLANEOUS.

         (a)  NOTICES.  

              (i)  All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered in person or sent by overnight delivery, confirmed telecopy or prepaid
first class registered or certified mail, return receipt requested, to the
following addresses, or such other addresses as are given to the other parties
to this Agreement in the manner set forth herein:

                   (A)  If to the Seller, to:

                   Venture 88, Inc.
                   580 Cemetery Lane
                   Aspen, Colorado 81611
                   Attn.:  Daniel E. Patterson, President
                   Telephone Number:   (303) 544-0202
                   Telecopier Number:  (303) 544-0302

                   With a courtesy copy to:

                   K. C. Schaaf, Esq.
                   Stradling, Yocca, Carlson & Rauth
                   660 Newport Center Drive, Suite 1500
                   Newport Beach, California 92660
                   Telephone Number:   (714) 725-4000
                   Telecopier Number:  (714) 725-4100

                   (B)  If to the Buyer, to:

                   Java Centrale, Inc.
                   1610 Arden Way, Suite 299
                   Sacramento, California 95815
                   Attn.: Steven J. Orlando
                   Telephone Number:   (916) 568-2310
                   Telecopier Number:  (916) 568-6446

                   with a courtesy copy to:

                   Philip S. Boone, Jr., Esq.
                   C/o Rosenblum, Parish & Isaacs, PC
                   555 Montgomery Street, 15th Floor
                   San Francisco, California 94111
                   Telephone Number:   (415) 421-8232
                   Telecopier Number:  (415) 397-5383

              (ii) Any such notices shall be effective when delivered in person
or sent by telecopy, one business day after being sent by overnight delivery or
three (3) business days after being sent by registered or certified mail.  Any
of the foregoing addresses may be changed by giving notice of such change in the
foregoing manner, except that notices for changes of address shall be effective
only upon receipt.

         (b)  FURTHER ASSURANCES.  At any time, and from time to time, each
Party will execute such additional instruments and take such action as may be
reasonably requested by the other Party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and purposes
of this Agreement.

         (c)  COSTS AND EXPENSES.  The Buyer agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.  Such costs and expenses of the Seller are being
paid by Founders pursuant to the terms of the agreement concerning the Founders
Merger.

         (d)  TIME.  Time is of the essence.

         (e)  ENTIRE AGREEMENT.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof. 
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.

         (f)  AMENDMENT.  This Agreement may not be amended, supplemented or
modified in whole or in part except by an instrument in writing signed by the
party or parties against whom enforcement of any such amendment, supplement or
modification is sought.

         (g)  ASSIGNMENT.  Except as provided in Section 3(y), above, this
Agreement may not be assigned by any party hereto without the prior written
consent of the other party.

         (h)  CHOICE OF LAW.  This Agreement will be interpreted, construed and
enforced in accordance with the internal laws of the State of California,
without reference to the choice of laws provisions thereof.

         (i)  HEADINGS.  The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (j)  NUMBER AND GENDER.  Words used in this Agreement, regardless of
the number and gender specifically used, shall be deemed and construed to
include any other number, singular or plural, and any other gender, masculine,
feminine or neuter, as the context indicates is appropriate.

         (k)  CONSTRUCTION.  The parties hereto and their respective legal
counsel participated in the preparation of this Agreement; therefore, this
Agreement shall be construed neither against nor in favor of any of the parties
hereto, but rather in accordance with the fair meaning thereof.

         (l)  EFFECT OF WAIVER.  The failure of any party at any time or times
to require performance of any provision of this Agreement will in no manner
affect the right to enforce the same.  The waiver by any party of any breach of
any provision of this Agreement will not be construed to be a waiver by any such
party of any succeeding breach of that provision or a waiver by such party of
any breach of any other provision.

         (m)  SEVERABILITY.  The invalidity, illegality or unenforceability of
any provision or provisions of this Agreement will not affect any other
provision of this Agreement, which will remain in full force and effect, nor
will the invalidity, illegality or unenforceability of a portion of any
provision of this Agreement-affect the balance of such provision.  In the event
that any one or more of the provisions contained in this Agreement 

or any portion thereof shall for any reason be held to be invalid, illegal or
unenforceable in any respect, this Agreement shall be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.

         (n)  ENFORCEMENT.  

              (i)  Should it become necessary for any party to institute legal
action to enforce the terms and conditions of this Agreement, the successful
party will be awarded reasonable attorneys' fees at all trial and appellate
levels, expenses and costs.

              (ii) The parties hereto acknowledge and agree that any party's
remedy at law for a breach or threatened breach of any of the provisions of this
Agreement would be inadequate and such breach or threatened breach shall be per
se deemed as causing irreparable harm to such party.  Therefore, in the event of
such breach or threatened breach, the parties hereto agree that, in addition to
any available remedy at law, including but not limited to monetary damages, an
aggrieved party, without posting any bond, shall be entitled to obtain, and the
offending party agrees not to oppose the aggrieved party's request for,
equitable relief in the form of specific enforcement, temporary restraining
order, temporary or permanent injunction, or any other equitable remedy that may
then be available to the aggrieved party.  In particular, and not by way of
limitation of any of the foregoing provisions of this paragraph, the parties
hereto agree that, in the event of a breach of the provisions of Section 5(g) of
this Agreement by the Seller, the Buyer will be irreparably damaged in an amount
that cannot be ascertained.  Therefore, in the event of such breach, the Seller
shall be subject to injunctive relief in favor of the Buyer, in addition to any
other remedies available to the Buyer, including monetary damages.

         (o)  BINDING NATURE.  This Agreement will be binding upon and will
inure to the benefit of any successor or successors of the parties hereto.

         (p)  NO THIRD-PARTY BENEFICIARIES.  No person shall be deemed to
possess any third-party beneficiary right pursuant to this Agreement.  It is the
intent of the parties hereto that no direct benefit to any third party is
intended or implied by the execution of this Agreement.

         (q)  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which together
will constitute one and the same instrument.

         (r)  PRESS RELEASES AND ANNOUNCEMENTS.  Neither of the Parties shall
make any public disclosure or press release concerning the subject matter of
this Agreement without the prior consent of the other.  In each such instance,
such consent shall not be unreasonably withheld.  Notwithstanding the foregoing,
the Buyer shall be permitted to make such public disclosure without

such consent if its counsel deems such disclosure necessary to comply with 
applicable federal and/or state laws.

    IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on as
of the date first above written.

BUYER:                            JAVA CENTRALE, INC. 
                                  a California corporation

                                  By: /S/ GARY C. NELSON
                                      ___________________________________
                                       Gary C. Nelson
                                       Its President

SELLER:                           VENTURE 88, INC.
                                  a California corporation

                                  By: /S/ DANIEL E. PATTERSON             
                                      ___________________________________
                                       Daniel E. Patterson
                                       Its President

 

Basic Info X:

Name: ASSET PURCHASE AGREEMENT
Type: Asset Purchase Agreement
Date: July 15, 1996
Company: JAVA CENTRALE INC /CA/
State: California

Other info:

Date:

  • December 15 , 1995
  • January 15 , 1995
  • November 30 , 1995
  • September 30 , 1995
  • March 31 , 1995
  • June 1 , 1994
  • December 31 , 1994

Organization:

  • Venture 88 , Inc.
  • Paradise Bakery , Inc.
  • Founders Venture , Inc.
  • Bank of America National Trust and Savings Association
  • NT & SA
  • Emergency Planning and Community
  • Florida Hazardous Materials Emergency Response
  • Board of Directors of the Seller
  • Most Recent Financial Statements
  • Most Recent Balance Sheet
  • Most Recent Fiscal Month End
  • Comprehensive Environmental Response
  • Buyer Financial Statements
  • Knowledge of Buyer
  • Material Adverse Effect
  • Ordinary Course of Business
  • National Association of Securities Dealers , Inc.
  • Board of Directors of Seller
  • Bank of America Loan Principal Prepayment
  • Java Share Price
  • Founders Indemnification Escrow Agreement
  • Yocca , Carlson & Rauth
  • Newport Center Drive
  • Suite 1500 Newport Beach
  • Java Centrale , Inc.
  • Parish & Isaacs
  • the State of California

Location:

  • Concord
  • Pleasanton
  • Fairfield
  • Delaware
  • America
  • United States
  • Florida
  • Aspen
  • Colorado
  • Sacramento
  • Esq
  • 15th Floor San Francisco
  • JAVA CENTRALE
  • California

Money:

  • $ .01
  • $ 3.375
  • $ 200,000
  • $ 5,000
  • $ 25,000
  • $ 875,000
  • $ 10,000

Person:

  • K. C. Schaaf
  • Steven J. Orlando
  • Philip S. Boone
  • Rosenblum
  • Gary C. Nelson
  • Daniel E. Patterson

Time:

  • 11:00 a.m. local time
  • 10:00 a.m. local time

Percent:

  • 75 %
  • 6 %