STOCK REDEMPTION AGREEMENT

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



     THIS STOCK REDEMPTION AGREEMENT ("Agreement") made this 30th day of June,

2001, by and between ROBERT S. BERG and STEVE WEMPLE (hereinafter individually

referred to as "Berg" and "Wemple" or "Stockholder" and collectively referred to

as "Stockholders"), and INTERFOODS OF AMERICA, INC. (hereinafter referred to as

the "Corporation"), organized and existing under the laws of the State of

Florida/Nevada, with its principal place of business at 9400 South Dadeland

Boulevard, Suite 720, Miami, FL  33156.



                             W I T N E S S E T H:



     WHEREAS, Berg and Wemple, are principal Stockholders of Corporation, Berg

currently owning 1,476,719 shares of common stock and Wemple currently owning

932,352 shares of common stock of the outstanding and issued shares of stock of

Corporation; and



     WHEREAS, the parties to this Agreement believe that it is in their mutual

best interests to provide for continuity and harmony in management and the

policies of the Corporation, and



     WHEREAS, therefore, it is their mutual purpose (a) to provide for the

purchase by the Corporation of a Stockholder's shares should he desire to

dispose of any of his stock in the Corporation during his lifetime, (b) to

provide for the purchase by the Corporation of a Stockholder's interest therein

in the event of his death, and (c) to provide the funds necessary to carry out

such purchase.



     NOW, THEREFORE, in consideration of the mutual agreements and covenants

contained herein and for other valuable considerations paid by the Parties

hereto each to the

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other, the receipt and sufficiency of which is hereby acknowledged, it is

mutually agreed and covenanted by and among the Parties to this Agreement as

follows:



     Article 1.  No Stockholder shall during his lifetime transfer, encumber or

dispose of his stock interest in the Corporation except as provided below.



     For purposes hereof, an offer in writing from an independent third party

non-related to a Stockholder to purchase shares of a Stockholder accompanied by

a deposit of at least ten (10%) percent of the proposed purchase price is

defined as a bona fide third party offer (a "Third Party Offer").



     If a Stockholder should desire to dispose of his stock in the Corporation

during his lifetime, absent a Third Party Offer, he shall first offer in writing

to sell all of his stock to the Corporation at a price determined in accordance

with the provisions of Article 3.  If the Corporation does not purchase all of

the shares of stock so offered within 30 days after receipt of such written

offer, said shares of stock shall be offered in writing at the same price to the

other Stockholder.  If the stock is not purchased by the other Stockholder

within 30 days of the receipt of the written offer to him, the Stockholder

desiring to sell his stock may sell it to any third party upon receipt of any

Third Party Offer.



     Upon a Stockholder receiving any Third Party Offer which he is desirous of

accepting, such Stockholder shall first give the Corporation and the other

Stockholder written notice thereof and the right to purchase the stock which is

the subject matter of the Third Party Offer.  Such written notice shall be

accompanied by a true copy of the Third Party Offer and the Corporation and

other Stockholder shall have 30 days from receipt of such notice within which to

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