ASSET PURCHASE AGREEMENT



This Asset Purchase Agreement ("Agreement") is entered into on or as of the 23rd

day of August 1999 by and among INTERFOODS OF AMERICA, INC., a Nevada

corporation, and its wholly owned subsidiary, Sailormen, Inc., a Florida

corporation (collectively "Purchaser", and ELLIS ENTERPRISES, INC., a

Mississippi corporation ("Seller").



WHEREAS, Seller operates 37 Popeyes Chicken franchise stores in the States of

Mississippi and Louisiana (the "Stores");

and

WHEREAS, Purchaser desires to acquire the assets of the Stores, including (i)

the real estate upon which 33, and the leases as tenant upon which four, of the

Stores are operated, (ii) the Franchise Agreements ("FAS" or "Franchise

Agreements") between the Seller and AFC Enterprises, Inc. or its predecessors or

assignors. (collectively "Franchisor") with respect to the Stores, (iii) to the

extent assignable, prepaid development fees and other rights of Seller to

develop Stores in portions of Mississippi and Louisiana ("Future Development

Rights"), and (iv) cars used by Store supervisors and owned by the Seller and

certain trucks or other vehicles owned by Seller and used by maintenance

employees of the Stores (collectively "Vehicles"); and



WHEREAS, pursuant to the provisions of this Agreement, Seller desires to sell

the Assets to Purchaser, and the Purchaser desires to acquire the Assets from

the Seller;



NOW THEREFORE, IT IS AGREED AS FOLLOWS:



Section 1.     Assets Purchased.



1.1      Pursuant to the provisions of this Agreement, Seller agrees to sell to

the Purchaser, and the Purchaser agrees to purchase from the Seller, all of the

Seller's right, title and interest in the assets (the "Assets"), which consist

of the furnishings, fixtures, tools, utensils, equipment, signage and other

tangible personal property located on the premises of any of the Stores, vendor

relations, supplier lists, telephone numbers and directory listings, goodwill,

Vehicles and certain other intangible assets used in the Stores. The Purchaser

and the Seller agree that all Assets shall be sold by the Seller to the

Purchaser in their respective "as is," "where is," and "with al faults and

defects condition." The Assets are listed by general category on Exhibit 1.1

attached hereto. At Purchaser's request, Seller agrees to transfer, assign and

convey all Assets to Purchaser's wbolly owned subsidiary, Sailormen, Inc, which

is one of the Purchasers.



1.2     All personal property shall be sold by Seller to Purchaser with no

warranty except for standard warranties of title. Pending Closing, all equipment

and personal property shall be maintained in substantially its present

condition, reasonable wear and tear excepted, and the disposition of worn out or

obsolete equipment.



<PAGE>



1.3     Subject to the approval of the Franchisor, the Seller shall assign or

transfer to the Purchaser all Franchise Agreements with respect to the Stores,

said Stores having the Franchisor numbers listed in Exhibit 1.3, and, to the

extent assignable, all Future Development Rights.



1.4     The real estate upon which 33 of the Stores are operated is more

particularly described in Exhibit 1.4 annexed hereto. The Purchaser acknowledges

that the Batesville, Mississippi, Store is subject to an option to purchase

("Purchase Option") granted by the Seller to an unrelated third party, as

described in Exhibit 1.4A ("Option Property"), and, if such Purchase Option to

purchase has not expired prior to the Closing, the Purchaser shall acquire the

Option Property subject to such Purchase Option. In addition, Purchaser shall

assume the leases for the land and, if applicable, the improvements for three

Stores described in Exhibit 2.1. The Purchaser acknowledges that the West Point,

Mississippi, Store, which is leased by the Seller, as tenant, includes an

obligation or covenant by the Seller to operate a convenience store and fuel

depot, and the Purchaser shall assume Seller's operation obligation or covenant

upon the Seller's transfer and assignment of the West Point, Mississippi, Store

lease to the Purchaser. In addition, Purchaser shall lease the Columbia,

Mississippi, Store pursuant to a fully net lease, the term of which will be 20

years, with two five year options. The base lease payments shall be as follow:





             1.4.1            Years 1-5:                 $24,000 per annum;

             1.4.2            Years 6-10                 $30,000 per annum;

             1.4.3            Years 11-15                $36,000 per annum;

             1.4.4            Years 16-20                $42,000 per annum;

             1.4.5            Years 21-25                $48,000 per annum; and

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