STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE  AGREEMENT  ("Agreement") is made and entered into this
18th day of October,  1996, by and between Stephan S. Buckley  ("Seller"),  sole
common  stock  shareholder  of Cookie  Crumbs,  Inc.,  an  Illinois  corporation
("Company") and Butterwings, Inc. ("Purchaser").

                                    RECITALS

     WHEREAS,  the Company  owns and  operates  Mrs.  Field's  Cookie  Stores at
various  locations,  and  has  certain  rights  to  develop  various  geographic
territories for Mrs. Field's Development Corporation ("Mrs. Field's"); and,

     WHEREAS,  Seller owns of record and beneficially 1,000 shares of the common
stock, no par value (the " Stock") of the Company, which constitutes one hundred
percent (100%) of the common stock of the Company; and,

     WHEREAS, Seller desires to sell, assign, transfer and deliver to Purchaser,
and Purchaser desires to purchase one hundred percent (100%) of the common stock
of the  Company  (the  "Shares")  on the terms  and  subject  to the  conditions
hereinafter contained,

     NOW  THEREFORE,  in  consideration  of  the  mutual  covenants,   promises,
agreements,  representations and warranties  contained herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the parties hereto do hereby covenant,  promise, agree, represent
and warrant as follows:



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     1.  Definitions.  In addition to the terms  otherwise  defined  herein,  in
construing  this  Agreement,  the  following  terms  shall  have  the  following
meanings:


          1.1  "Agreement"  shall  mean  this  Stock  Purchase  Agreement  dated
               October 18, 1996, by and amongst Seller and Purchaser.

          1.2  "Closing"  shall  mean  the   consummation  of  the  transactions
               contemplated hereby as set forth in Section 11 hereof.

          1.3  "Closing  Date"  shall  mean the date of  Closing as set forth in
               Section 14 hereof.

          1.4  "Closing  Date Assets" shall mean the assets of the Company as of
               the Closing  Date and  properly  includable  on the Closing  Date
               Balance Sheet under the captions "Cash";  "Accounts  Receivable";
               "Inventories";  "Due  From  Affiliates";  "Assets  Available  for
               Sale";   "Equipment";   "Deferred   Income   Taxes";   "Leasehold
               Improvements";   "Franchise  Costs";  "Goodwill";   "Organization
               Costs"; and "Deposits".

          1.5  "Closing  Date Balance  Sheet" shall mean the balance sheet to be
               prepared by the Seller  containing  a statement  of Closing  Date
               Assets and  Closing  Date  Liabilities  as of Closing  Date to be
               delivered  to Purchaser at Closing as Exhibit K. The Closing Date
               Balance  Sheet  shall be prepared in  accordance  with  generally
               accepted  accounting  principles  applied  on a  year  end  basis
               consistent  in form  with  the  Balance  Sheet of  Company  as of
               December 31, 1995, attached hereto as a part of Exhibit B.

          1.6  "Closing Date  Liabilities"  shall mean the book value, as of the
               Closing  Date,  of the  liabilities  properly  includable  in the
               Closing Date Balance Sheet under the captions "Accounts Payable",
               "Income Taxes  Payable";  "Accrued  Liabilities";  "Advances From
               Affiliates";  "Current  Maturities of Capital Lease Obligations";
               "Capital Lease Obligations" and "Redeemable Preferred Stock".

          1.7  "ERISA" shall mean the Employee Retirement Income Security Act of
               1974, as amended.

          1.8  "Financial  Statements" shall mean Company's financial statements
               as of December 31, 1995,  attached  hereto as Exhibit B, prepared
               in accordance  with  generally  accepted  accounting  principles,
               consistent  when  applied,  that  present  a  true  and  accurate
               statement  of  Company's  financial  condition  for  the  periods
               covered therein.

     2. Purchase and Sale of the Shares.

          2.1  Current  Ownership.  As of the Closing Date,  Seller shall own of
               record  and  beneficially  such  shares of Stock as is set for as
               follows:  Stock Seller  Certificate  No. No. of Shares Stephan S.
               Buckley 001 1,000

     A copy of said stock certificate is attached hereto as Exhibit A.

          2.2  Transfer of Stock.  On the Closing Date, and subject to the terms
               and  conditions set forth in this  Agreement,  Seller shall sell,
               assign,  transfer and deliver to Purchaser,  and Purchaser  shall
               purchase  from  Seller,  free and  clear of all  liens,  charges,
               encumbrances,   equities,   claims   and   options  of  any  kind
               whatsoever,   one  hundred  percent  (100%)  of  the  issued  and
               outstanding  common  stock of Company as of the  Closing.  Seller
               shall  then  deliver  his  certificates  to the  Company  and the
               parties shall cause the Company to issue replacement certificates
               of Stock to  Purchaser  and  cancel all  certificates  previously
               issued to Seller.  Thereafter,  ownership of the Stock of Company
               shall be as follows:

                               Stock
 Name                     Certificate No.                 No. of Shares
 Butterwings, Inc.               002                         1,000

     3.  Purchase  Price and Terms.  In  consideration  of Seller's  obligations
hereunder,  Purchaser shall pay to Seller the aggregate sum of One Dollar and No
Cents ($1.00), ("Purchase Price") payable in cash at Closing.

     4. Representation and Warranties of Seller.  Seller represents and warrants
to Purchaser that:

          4.1  Title  and  Authority.   The  Seller  is  the   unqualified   and
               unconditional  owner of the number of shares of the Company shown
               opposite  his  respective  name in Section 2 hereof,  and has the
               full right and  authority to sell and transfer all such shares to
               the Company at the Closing  Date,  as herein  provided,  free and
               clear of any lien, encumbrance, equity or claim of any kind.

          4.2  Organization; Good Standing; Authority of Company. The Company is
               a  corporation  duly  organized,  validly  existing  as  a  stock
               corporation,  and in good standing under the laws of the State of
               Illinois  and has full right,  power,  and  authority  to own its
               properties and assets,  and to carry on its business.  A complete
               and correct copy of each of Company's  Articles of Incorporation,
               and By-Laws,  as amended to the date of this  Agreement,  and the
               minute books of the Company containing the minutes of meetings of
               the  stockholders  of  Company  and the  board  of  directors  of
               Company,  are attached  hereto as Exhibit D, and are complete and
               correct and  accurately  reflect all  proceedings of the Company.
               The  Articles  and  By-Laws  are in full  force and  effect,  and
               Company is not in breach or  violation  of any of the  provisions
               thereof.

          4.3  Validity  of  Agreement.  The Seller has the legal  capacity  and
               authority to enter into this  Agreement,  and all  corporate  and
               other proceedings required to be taken by and/or on behalf of the
               Company  to   authorize   and  to  carry  out  the   transactions
               contemplated by this Agreement have been duly and properly taken.
               This  Agreement  is a valid and  legally  binding  obligation  of
               Seller and is fully enforceable against Seller in accordance with
               its terms.

          4.4  Capitalization;  Company Stock;  Related Matters. The authorized,
               issued and outstanding capital stock of the Company (prior to the
               changes described in Section 2.2 hereof) is as follows:

                                        Shares        Shares Issued
                    Class             Authorized     and Outstanding
                    Common              1,000            10,000
                    Preferred          100,000           16,650


               Except as set forth above, there are no other classes or types of
               capital  stock.  All of the  issued  and  outstanding  shares  of
               capital stock of the Company are duly authorized, validly issued,
               fully paid and  non-assessable,  none of the shares was issued in
               violation  of the  preemptive  rights of any  shareholder  of the
               Company.  There  are  no  outstanding  subscriptions,   warrants,
               options,  or rights  requiring  the  issuance  of any  additional
               shares of capital  stock of the Company.  All of the  outstanding
               issued  shares  have  been  issued  in full  compliance  with all
               applicable  laws of the State of Illinois and with the Securities
               Exchange Commission, as applicable. Delivery of Seller's Stock by
               Seller to Purchaser at Closing  pursuant to this  Agreement  will
               transfer to Purchaser  full and entire legal and equitable  title
               to 100% of the issued and outstanding common stock of Company.

          4.5  Options,  Warrants  and Other  Rights  and  Agreements  Affecting
               Company Stock.  Company has no authorized or outstanding options,
               warrants, calls, subscriptions, rights, convertible securities or
               other  securities  [as defined in the Federal  Securities  Act of
               1933 ("Securities")] or any commitments, agreements, arrangements
               or understandings of any kind or nature  obligating  Company,  in
               any such case,  to issue shares of Company  common stock or other
               Securities or securities convertible into or evidencing the right
               to purchase shares of Company capital stock or other  Securities.
               Neither   Seller  nor  Company  is  a  party  of  any  agreement,
               understanding,   arrangement  or  commitment,  or  bound  by  any
               Articles  or By-Law  provision  which  creates  any rights in any
               person with respect to the authorization,  issuance, voting, sale
               or transfer of any shares of Company's Stock or other Securities.

          4.6  No Subsidiaries.  Company does not have any subsidiaries and does
               not,  directly or indirectly,  own any interest in or control any
               corporation,   partnership,  joint  venture,  or  other  business
               entity.

          4.7  Agreement  Not  in  Conflict  With  Other  Instruments.  Required
               Approvals  Obtained.  The  execution,  acknowledgement,  sealing,
               delivery,  and  performance  of this  Agreement by Seller and the
               consummation of the  transactions  contemplated by this Agreement
               will not:

               (a)  violate or require any registration, qualification, consent,
                    approval,  declaration,  reporting  or filing  under (i) any
                    law,  statue,  ordinance,  rule or  regulation  (hereinafter
                    collectively referred to as "Laws") of any federal, state or
                    local  government  or  governmental  agency   ("Governmental
                    Entities"),  (ii) any judgment,  injunction  order,  writ or
                    decree of any court,  arbitrator,  or Governmental  Entities
                    applicable  to Seller or Company  or any of their  assets or
                    properties ; or

               (b)  conflict with, require any consent, approval,  authorization
                    or filing under,  result in the breach or termination of any
                    provision  of,  constitute  a default  under,  result in the
                    acceleration  of the  performance  of Seller's or  Company's
                    obligations  under,  or result in the creation of any claim,
                    security  interest,  lien charge, or encumbrance upon any of
                    Seller's or  Company's  properties,  assets,  or  businesses
                    pursuant to (i) Company's  Articles or By-Laws,  or (ii) any
                    indenture,   mortgage,  deed  of  trust,  license,   permit,
                    approval,  consent,  franchise,  lease,  contract,  or other
                    instrument  or  agreement  to which  Seller or  Company is a
                    party or by which  Seller  or  Company  or any of  Company's
                    assets or properties is bound.

          4.8  Conduct of Business in Compliance With Regulatory and Contractual
               Requirements.   Company  has  conducted  and  is  conducting  its
               business  in  compliance  with  all  Laws.  Neither  the  real or
               personal  properties  owned,  leased,  operated  or  occupied  by
               Company,  nor the  use,  operation  or  maintenance  thereof  (i)
               violates any Laws of any Governmental  Entities, or (ii) violates
               any  restrictive  or  similar  covenant,  agreement,  commitment,
               understanding or arrangement.

          4.9  Licenses;  Permits;  Related  Approvals.  Company  possesses  all
               licenses,   permits,   consents,    approvals,    authorizations,
               qualifications   and  orders   (hereinafter   "Permits")  of  all
               Governmental Entities,  including the State of Illinois, lawfully
               required  to enable  Company to  conduct  its  business.  A true,
               accurate and complete  list of the Permits is attached  hereto as
               Exhibit E.

          4.10 Legal  Proceedings.  Except as  disclosed  in  Exhibit C attached
               hereto,  there is not and  there  will not be any  action,  suit,
               proceeding,   claim,   arbitration,   or   investigation  by  any
               Governmental  Entities or other person (i) to which Company is or
               may be a party relating to the activities of the Company prior to
               the Closing Date, (ii) threatened  against or relating to Company
               or any of  Company's  assets  or  businesses,  (iii)  challenging
               Company's right to execute,  acknowledge,  seal, deliver, perform
               under  or  consummate  the  transactions   contemplated  by  this
               Agreement,  or (iv)  asserting  any rights with respect to any of
               the  Seller's  Stock,  and there is no basis for any such action,
               suit, proceeding, claim, arbitration or investigation.

          4.11 Tax  Matters.   Company  has  duly  and  timely  filed  with  all
               appropriate  Governmental Entities, all tax returns,  information
               returns, and reports required to be filed by Company. Company has
               paid in full all taxes  (including taxes withheld from employees'
               salaries and other withholding taxes and obligations),  interest,
               penalties,  assessments and  deficiencies  owed by Company to all
               taxing  authorities.  The Company does not have any  liability or
               obligation  for any  taxes  relating  to  operations  during  the
               periods  for which tax returns  have been filed,  and the Company
               has no liability or obligation  for any taxes due for  operations
               during the current period prior to the Closing Date,  unless such
               taxes  shall  have been  fully  and  separately  reserved  in the
               Closing Date Liabilities.

          4.12 Closing  Date  Assets.  Attached  hereto as  Exhibit F is a true,
               correct and  complete  list of all  personal  property,  owned by
               Company  or used  by  Company  in the  conduct  of its  business,
               including,  but not  limited  to, all  equipment,  machinery  and
               fixtures  (whether or not included in the  Financial  Statements)
               ("Personal Property"), which Personal Property is included within
               the Closing Date Assets. Company has sole and exclusive, good and
               merchantable  title to all of the Closing Date  Assets,  free and
               clear  of all  pledges,  claims,  liens,  restrictions,  security
               interests,  charges and other encumbrances  (except liens created
               by this Agreement), unless otherwise disclosed on Exhibit F. Each
               of the items of  Personal  Property  is in good  repair  and good
               operating  condition,  fit  for  its  intended  purposes,  and is
               adequate for the continuation of Company's business.  Inventories
               included  within the Closing  Date Assets  shall  consist of bona
               fide and current  raw  materials,  work in process  and  finished
               goods  which  are fit for  sale  and  not  obsolete.  Purchaser's
               consent to the  inclusion  of  Inventories  on the  Closing  Date
               Balance Sheet shall conclusively  establish that such Inventories
               are fit for sale and not obsolete.

          4.13 Leases and Other Agreements.  Attached hereto and incorporated by
               reference  herein as Exhibit G is a true,  correct  and  complete
               list and copy (or where they are oral, true, correct and complete
               written  summaries) of all leases of Company relating to real and
               personal property. Also included on said Exhibit is a list of any
               other  agreement  to  which  Company  is a  party.  Each  of  the
               agreements,  arrangements and understandings so listed is in full
               force and effect,  is valid and binding  upon each of the parties
               hereto  and is fully  enforceable  by Company  against  the other
               party thereto in accordance with its terms.

          4.14 Employment  Contracts.  Exhibit H to this  Agreement is a list of
               all employment  contracts and collective  bargaining  agreements,
               and all pension,  bonus,  profit-sharing,  stock option, or other
               agreements or arrangements providing for employee remuneration or
               benefits  to which  Company  is a party or by  which  Company  is
               bound; all these contracts and arrangements are in full force and
               effect,  and  neither  Company  nor any other party is in default
               under  them.  There have been no claims or  defaults  and, to the
               best knowledge of Seller,  there are no facts or conditions which
               if continued,  or on notice, will result in a default under these
               contracts  or  arrangements.  There is no pending  or, to selling
               parties'  knowledge,  threatened labor dispute,  strike,  or work
               stoppage  affecting  Company's  business.  Except as set forth on
               Exhibit H, the Company has no outstanding employment agreement or
               any  incentive   compensation,   deferred  compensation,   profit
               sharing,  stock option,  stock bonus,  stock  purchase,  savings,
               consultant, retirement, pension or other "fringe benefit" plan or
               arrangement  with  or for the  benefit  of any  officer,  general
               manager,  key  employee or other  person.  Exhibit K sets forth a
               true,  correct and  complete  list of all the  "employee  benefit
               plans" as that term is defined in Section  3(3) of ERISA that are
               maintained or contributed to by the Company. None of the employee
               benefit plans are "multi-employer  plans" as that term is defined
               in Section 3(37) of ERISA.  A copy of all employee  benefit plans
               has been provided by Seller to  Purchaser.  There are no unexempt
               "prohibited transactions" as that term is defined in Section 4975
               of the  Internal  Revenue  code of 1986,  as amended  ("Code") or
               Section 406 of ERISA with respect to any of the employee  benefit
               plans.  Each  employee  benefit  plan  has been  administered  in
               compliance  with the  applicable  requirements  of ERISA  and the
               Code. There is no pending or, to the best of Seller's  knowledge,
               threatened legal action, proceeding, or investigation against any
               employee benefit plan that could result in material  liability to
               the  Company,  and there is no basis for any such  legal  action,
               proceeding or investigation.

          4.15 Insurance Policies.  Exhibit I to this Agreement is a description
               of all insurance policies held by Company concerning its business
               and properties for the year of initiation of coverage through the
               Closing Date (the "Insurance  Policies").  All Insurance Policies
               are in  the  respective  principal  amounts  set  forth  in  said
               Exhibit.  Company has  maintained and now maintains (i) insurance
               on all its assets and businesses of a type  customarily  insured,
               covering  property  damage  and loss of  income  by fire or other
               casualty,  and (ii)  adequate  insurance  protection  against all
               liabilities,  claims,  and risks  against  which is  customary to
               insure. Premiums with respect to the Insurance Policies have been
               fully prepaid through the Closing Date.

          4.16 Bank Accounts and Safe Deposit  Arrangements.  Attached hereto as
               Exhibit J and incorporated by reference herein is a true, correct
               and complete list of each checking  account,  savings account and
               other  bank  account  and  safe  deposit  box  (the   "Accounts")
               maintained by Company, and the names of all persons authorized to
               withdraw  funds or other  property  from, or otherwise deal with,
               the  Accounts.  At  Closing,  Seller  will  cause the  Company to
               execute documents  necessary to change authorized  signatories to
               those persons  designated by Purchaser.  At Closing,  the Company
               shall  cancel all  existing  lines of credit and Seller  shall be
               removed from any  obligations for vendor credit arising after the
               Closing Date. Seller represents that Company has no existing line
               of credit as of the Closing Date.

          4.17 Absence  of  Certain  Changes.  Since  the date of the  Company's
               Financial  Statements  attached  hereto as Exhibit B, without the
               consent of Purchaser, the Company has not:

               (a)  Issued,  sold,  purchased,  or  redeemed or agreed to issue,
                    sell,  purchase or redeem any of the capital stock  reserved
                    for  issuance  as  reflected  in the  Financial  Statements;
                    sub-divided or in any way  re-classified  any of its capital
                    stock;  declared  or made any  payment,  dividend,  or other
                    distribution  to its  Seller;  or granted any option or made
                    any commitment relating to its authorized capital stock;

               (b)  Incurred any liability under agreements or otherwise, except
                    (1) liabilities  incurred,  and obligations entered into, in
                    the ordinary  course of business,  which  individually or in
                    the aggregate do not have any  materially  adverse effect on
                    the  financial  or  other  condition,  business,  prospects,
                    assets, or good will of the Company;  and (2) obligations or
                    liabilities  entered into or incurred in connection with the
                    execution and performance of this Agreement.

               (c)  Discharged  or  satisfied  or agreed to discharge or satisfy
                    any lien,  charge or  encumbrance,  or paid or agreed to pay
                    any obligation or liability,  absolute, accrued, contingent,
                    or  otherwise,   whether  due  or  to  become  due,   except
                    obligations or liabilities arising under the ordinary course
                    of business,  which  individually or in the aggregate do not
                    have a materially  adverse  affect on the financial or other
                    condition,  business,  prospects,  assets or goodwill of the
                    Company;

               (d)  Except  in the  ordinary  course  of  business  (1)  sold or
                    transferred  or entered into any  agreement  relating to the
                    sale or transfer of any tangible or  intangible  assets;  or
                    (2)  entered  into any  lease of real  property,  machinery,
                    equipment or buildings;

               (e)  Suffered  any  material   loss  or  damage  to  any  of  its
                    properties (whether or not covered by insurance);

               (f)  Entered into or agreed to enter into any  transaction  other
                    than  in  the  ordinary   course  of  business,   except  in
                    connection  with  the  execution  and  performance  of  this
                    Agreement and except transactions  disclosed in or permitted
                    by this Agreement;

               (g)  Caused or permitted any of its current  insurance  contracts
                    to  be  canceled  or  terminated  or  any  of  the  coverage
                    thereunder  to  lapse,   unless   simultaneously  with  that
                    cancellation,  termination,  or lapse,  replacement policies
                    providing  coverage  equal to or greater  than the  coverage
                    under  the  canceled,   terminated  or  lapsed  policy  with
                    substantially similar premiums are in full force and effect.

          4.18 Environmental Health and Safety Matters.

               (a)  The Company has duly  complied  with,  and all real property
                    owned by the Company is in compliance with the provisions of
                    all  federal,  state,  and local  environmental,  health and
                    safety  laws,  codes  and  ordinances,  and  all  rules  and
                    regulations promulgated thereunder.

               (b)  The Company has received no notice of, and neither  knows of
                    nor suspects,  any fact that might constitute a violation of
                    any federal, state, or local environmental, health or safety
                    laws,  codes,  or  ordinances,  and any rules or regulations
                    promulgated  thereunder  that  relate to the  history,  use,
                    ownership,  or occupancy of all real  property  owned by the
                    Company,  and  the  Company  is  not  in  violation  of  any
                    covenants,   conditions,   easements,   rights  of  way,  or
                    restrictions  affecting  all  real  property  owned  by  the
                    Company or any rights appurtenant thereto.

          4.19 Advertising.  To the  best of  Seller's  knowledge,  neither  any
               advertising  by Company  for the  products,  nor any  promotional
               materials  used by the  Company at any time  contains  any untrue
               material or misleading statements or claims.

          4.20 Disclosure.  Seller has disclosed to Purchaser in this  Agreement
               all material facts related to the  transactions  contemplated  by
               this  Agreement.  No  representation  or  warranty  of the Seller
               contained in this  Agreement or other  agreements  and instrument
               referred to in this Agreement,  and no statement contained in any
               certificate,   schedule,  list  or  other  writing  furnished  to
               Purchaser  pursuant to the provisions of this Agreement  contains
               any  untrue  statement  of a material  fact,  or omits to state a
               material fact necessary in order to make the statements herein or
               therein not misleading.

     5.  Representations and Warranties of Purchaser.  Purchaser  represents and
warrants to Seller that:

          5.1  Investment Interest.  Purchaser acknowledges that the sale of the
               Common  Stock to  Purchaser  has not been  registered  under  the
               Securities Act of 1933, as amended, or any other securities laws,
               that all the Stock  acquired by  Purchaser  under this  Agreement
               shall be  acquired  for  investment  solely  for the  account  of
               Purchaser and with no view to making any distribution,  or record
               or  beneficially,   of  the  Stock,  and  that  the  certificates
               representing  the Stock  when  delivered  by Seller at Closing as
               well as the  certificates  representing  the  Stock  if and  when
               transferred of record to Purchaser may bear a restrictive legend,
               in form and substance  satisfactory to the Company, to the effect
               that the  Stock  has not  been  registered  with  the  Securities
               Exchange   Commission  and  may  need  to  be  registered   under
               applicable  federal and state  securities  laws prior to transfer
               unless   subject   to  an   exemption   from  such   registration
               requirement.

          5.2  Rights of Purchaser. Purchaser has all requisite power, right and
               authority  to  enter  into  this  Agreement  and to  perform  the
               obligations of Purchaser under this Agreement.

     6. Additional Documents.

          6.1  Landlord and Lessor  Consent.  At Closing,  Seller shall  provide
               Purchaser  with a form of consent duly  executed by each Landlord
               or Lessor  identified  in  Exhibit G by which  such  Landlord  or
               Lessor consents to this Agreement and  acknowledges  that neither
               this   Agreement  nor  any   transaction   contemplated   thereby
               constitutes a default under the terms of such lease.

          6.2  Closing  Date  Balance  Sheet.  Prior to  Closing,  Seller  shall
               prepare  the  Closing   Date  Balance   Sheet,   which  shall  be
               incorporated into this Agreement at Closing as Exhibit K.


     7. Seller's Contingencies.

          7.1  Compliance by Purchaser.  All of the terms and conditions of this
               Agreement to be complied with or performed by Purchaser  shall be
               complied  with and  performed  in all  material  respects and the
               covenants,  representations  and warranties made by the Purchaser
               in this  Agreement  shall be true  and  correct  in all  material
               respects  at and as of the  Closing  Date with the same force and
               effect as those such  covenants,  representations  and warranties
               have been made at and as of the  Closing  Date except for changes
               contemplated by this Agreement.


     8.  Purchaser's  Contingencies.  The  transaction  herein  contemplated  is
expressly subject to the satisfaction,  within ten (10) days following  Closing,
of the  following  described  conditions.  The  failure of any  condition  to be
satisfied within ten (10) days following  Closing shall, at Purchaser's  option,
render  this  Agreement  null and void,  and all money or  documents  previously
delivered  shall be returned to their original  owner,  and all parties shall be
relieved of all liabilities hereunder.

          8.1  Compliance  by the  Company  and  Seller.  All of the  terms  and
               conditions of this Agreement to be complied with and performed by
               the Seller or on behalf of the  Company at or before the  Closing
               shall  have been  complied  with and  performed  in all  material
               respects,  and the representations,  warranties,  covenants,  and
               agreements  made by the  Seller,  or on behalf of the  Company in
               this Agreement shall be true and correct in all material respects
               at and as of the  Closing  Date with the same force and effect as
               if  those  such  representations,   warranties,   covenants,  and
               agreements  were made at and as of the  Closing  Date  except for
               changes contemplated by this Agreement.

          8.2  Closing Date Balance  Sheet.  Within ten (10) days of the Closing
               Date,  the Closing Date Balance Sheet shall have been prepared by
               Seller and approved by Purchaser.


     9. Indemnification.

          9.1  Survival of Representations and Warranties.  All representations,
               warranties, covenants and agreements made by either party to this
               Agreement  shall  survive the Closing and shall  remain in effect
               for a period of two (2) years.

          9.2  Indemnification   by  Purchaser.   Purchaser   hereby  agrees  to
               indemnify and hold Seller  harmless from,  against and in respect
               of:

               (a)  Any and all debts,  liabilities  or  obligations of Company,
                    direct or indirect,  fixed,  continued or otherwise accruing
                    after the  Closing  Date  except to the extent  related to a
                    breach by Seller of the covenants and warranties provided in
                    this Agreement;

               (b)  Any and all loss, liability,  deficiency, or damage suffered
                    or   incurred   by   Seller   resulting   from  any   untrue
                    representation,  breach of warranty,  or  non-fulfillment of
                    any covenant or  agreement  by  Purchaser  contained in this
                    Agreement,  or  any  certificate,  document,  or  instrument
                    delivered  to  Seller   pursuant  hereto  or  in  connection
                    herewith;

               (c)  Any and all loss, liability,  deficiency, or damage suffered
                    or incurred by Seller as a result of Purchaser's failures to
                    discharge the Closing Date Liabilities;

               (d)  Any and all actions,  suits,  proceedings,  claims, demands,
                    assessments,  judgments,  costs,  and  expenses,  including,
                    without limitation, legal fees and expenses, incident to any
                    of the foregoing or incurred in enforcing this indemnity.

     9.3  Indemnification  by  Seller.  Seller  indemnifies  and  agrees to hold
Purchaser harmless from, against, and in respect of the following:

               (a)  Any and all debts, liabilities,  or obligations of Seller or
                    Company, direct or indirect,  fixed, contingent or otherwise
                    existing before the Closing Date, including, but not limited
                    to, any  liabilities  arising  out of any act,  transaction,
                    circumstances,  state of  facts,  or  violation  of law that
                    occurred or existed before the Closing Date,  whether or not
                    then known,  due, or payable and irrespective of whether the
                    existence   thereof  is   disclosed  to  Purchaser  in  this
                    Agreement or any schedule hereto,  except with regard to the
                    Closing Date Liabilities;

               (b)  Any and all loss, liability,  deficiency, or damage suffered
                    or incurred by Purchaser as a result of default by Seller or
                    Company existing on the Closing Date or any event of default
                    occurring prior to the Closing Date that with the passage of
                    time would constitute a default, under any actual obligation
                    of Company assumed by Purchaser under this Agreement;

               (c)  Any and all loss, liability,  deficiency, or damage suffered
                    or   incurred   by   Purchaser   by  reason  of  any  untrue
                    representation,  breach of warranty,  or  non-fulfillment of
                    any  covenant  or  agreement  by  Seller  contained  in this
                    Agreement,  or in any certificate,  document,  or instrument
                    delivered to Purchaser hereunder or in connection herewith;

               (d)  Any and all actions,  suits,  proceedings,  claims, demands,
                    assessments,  judgments,  costs,  and  expenses,  including,
                    without limitation, legal fees and expenses, incident to any
                    of the foregoing or incurred in enforcing this indemnity.

     10. Employees.  Seller shall be solely responsible and Purchaser shall have
no obligations whatsoever,  for any compensation or other amounts payable to any
employee, director,  consultant or independent contractor of Company, including,
but not  limited  to bonus,  salary,  compensation,  accrued  vacation,  fringe,
pension  or  profit  sharing  benefits,  or  severance  paid or  payable  to any
employee, director,  consultant or independent contractor of Company relating to
service  with or for the  Company at any time prior to the  Closing  Date unless
such amount is included in the Closing Date Liabilities.


     11. Obligations at Closing.

               11.1 Execution and Delivery of Documents.  At Closing, Seller and
                    Purchaser   and  Company   shall  execute  and  deliver  all
                    documents  referenced in or  contemplated by this Agreement,
                    and such other  documents  as may be necessary to effect the
                    transaction contemplated by this Agreement as of the Closing
                    Date.

               11.2 Resignations  of Officers and Directors.  Seller shall cause
                    Company  to  provide  for  the  resignation  of  each of the
                    Officers  and  Directors  at  Closing  and shall  deliver to
                    Purchaser such resignations at Closing.

               11.3 Payment of Purchase Price. Purchaser shall pay to Seller the
                    Purchase Price in Cash.

               11.4 Delivery  and  Reissuance  of Stock.  Seller  shall take all
                    action and execute  all  documents  necessary  to convey and
                    reissue the Stock as provided in Section 2.2 hereof.

               11.5 Transfer  of  Accounts.  Seller  will  cause the  Company to
                    execute documents necessary to change authorized signatories
                    on the Accounts to those persons designated by Purchaser.

               11.6 Representations  and  Warranties.  As of Closing each party,
                    respectively,  without executing any additional  instrument,
                    shall be deemed to  represent  and  warrant to and  covenant
                    with  the  other  as  to  the   accuracy   of  each  of  the
                    representations  and  warranties  as  stated in  Section  4,
                    hereof,  regarding Seller, and Section 5, hereof,  regarding
                    Purchaser.


     12. Obligations After Closing.

               12.1 Further  Assurances.  Subsequent  to  the  Closing,  Seller,
                    Purchaser  and Company  shall execute and deliver such other
                    instruments  and take all such other  action as either party
                    may reasonably request from time to time, in order to effect
                    the  transaction  provided  for herein.  The  parties  shall
                    cooperate with each other in connection with any steps to be
                    taken as a part of their respective  obligations  under this
                    Agreement.

     13. General Provisions.

               13.1 Notices. All notices, requests, demands, consents, and other
                    communications which are required or may be given under this
                    Agreement  (hereinafter  "Notices")  shall be in writing and
                    shall be  given  either  (a) by  personal  delivery,  (b) by
                    registered or certified mail, return receipt  requested,  or
                    (c) by delivery utilizing a nationally  recognized overnight
                    mail service, to the following addresses:

  (a)      If to Seller:                      Stephan S. Buckley
                                              2345 Pembroke Avenue
                                              Hoffman Estates, IL  60195

  (b)      If to Purchaser:                   Butterwings, Inc.
                                              2345 Pembroke Ave.
                                              Hoffman Estates, IL  60195
                                              Attn:  Kenneth B. Drost

                    or  to  such  other  address  of  which  written  notice  in
                    accordance with this  paragraph.  Notices shall be effective
                    upon receipt, and any written acknowledgement  demonstrating
                    delivery  as  addressed  shall be prima  facie  evidence  of
                    receipt.

               13.2 Entire  Agreement;   Amendments.   This  Agreement  and  the
                    amendments,   instruments,   schedules  and  other  writings
                    referred   to  in  this   Agreement   contain   the   entire
                    understanding  of the  parties  with  respect to the subject
                    matter  of  this  Agreement.   There  are  no  restrictions,
                    agreements,   promises,  warranties,   covenants,  or  other
                    undertakings  other than those expressly set forth herein or
                    therein.  This Agreement supersedes all prior agreements and
                    understandings  between  the  parties  with  respect  to its
                    subject  matter.  This  Agreement  may be amended  only by a
                    written instrument duly executed by all the parties or their
                    successors or assigns.

               13.3 Binding  Effect;  Benefit.  This  Agreement  will be binding
                    upon, and inured to the benefit of and be enforceable by and
                    against the respective successors and assigns of the parties
                    hereto and shall not be  assigned by  Purchaser  without the
                    express written consent of Seller.

               13.4 Severability.  If any term, condition,  or provision of this
                    Agreement shall be declared  invalid or  unenforceable,  the
                    remainder of the Agreement,  other than such term, condition
                    or provision, shall not be affected thereby and shall remain
                    in full force and effect and shall be valid and  enforceable
                    to the fullest extent permitted by law.

               13.5 No  Waiver.  No waiver of any  breach or  default  hereunder
                    shall be  considered  valid  unless in writing and signed by
                    the party  giving such  waiver,  and no such waiver shall be
                    deemed a waiver of any  subsequent  breach or default of the
                    same or of a similar nature.  No provision of this Agreement
                    may be amended,  waived,  or otherwise  modified without the
                    prior written consent of all of the parties hereto.

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

               13.7 Applicable Law Jurisdiction and Venue;  Costs and Attorneys'
                    Fees.  This Agreement is made and entered into, and shall be
                    governed by and  construed in accordance  with,  the laws of
                    the State of Illinois applicable to contracts made and to be
                    performed therein.  Any litigation relating in any manner to
                    this  Agreement  or the  transactions  contemplated  thereby
                    shall be commenced  only in State or Federal  courts  having
                    their situs in Illinois, and each party irrevocably consents
                    to the jurisdiction and venue of such courts.  In any action
                    to enforce or  interpret  this  Agreement  and any appeal or
                    enforcement  of a  judgment  rendered  in such  action,  the
                    prevailing  party shall be entitled to recover its costs and
                    attorneys'  fees, which shall be included in any judgment or
                    award rendered therein.

               13.8 Right to Counsel.  Purchaser and Seller  hereby  acknowledge
                    that they have each had this document reviewed by counsel of
                    their choice,  so that this document  shall not be construed
                    more strictly against one party than the other.

               13.9 Costs and Expenses.  Unless otherwise provided herein,  each
                    party hereto shall respectively pay its own costs, fees, and
                    expenses   incurred  in  connection  with  the  negotiation,
                    preparation  of, and performance  under this Agreement,  and
                    all matters incident thereto.




                 REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK


<PAGE>



     14. Closing Date.

     The  Closing of this  transaction  shall  take  place at 10:00 a.m.  at the
offices of Purchaser on or before  October 18, 1996, or on such other date as to
which Purchaser and Seller shall agree in writing.


     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
on the date first above written.


SELLER:                                 PURCHASER:

                                        BUTTERWINGS, INC.



By:                                     By:
         Stephan S. Buckley               Kenneth B. Drost, Vice President


<PAGE>



                                                    EXHIBITS

Stock Certificates                                      A
                                        -----------------------------------
 Financial Statements                                   B
                                        -----------------------------------
Litigation                                              C
                                        -----------------------------------
Corporate Records                                       D
                                        -----------------------------------
Permits                                                 E
                                        -----------------------------------
Personal Property                                       F
                                        -----------------------------------
Leases and Other Agreements                             G
                                        -----------------------------------
Employment Contracts                                    H
                                        -----------------------------------
Insurance Policies                                      I
                                        -----------------------------------
Bank Accounts/Deposits                                  J
                                        -----------------------------------
Closing Date Balance Sheet                              K
                                        -----------------------------------



Source: OneCLE Business Contracts.