AGREEMENT

                                                                    Exhibit 10.1

                                   AGREEMENT

AGREEMENT, entered into on the 20th day of May, 1999 between Xxxxxxx Xxxxxxxxx,
residing in Winter Haven, Florida and Floridino's International Holdings, Inc.,
(hereinafter "the Company"), incorporated under the laws of the State of
Florida.

         WHEREAS, the Company requires equity and capital for its continued
operation and;

         WHEREAS, Xxxxxxx Xxxxxxxxx has agreed to provide equity and capital to
the Company for the repayment of debt owned by the Company;

         IT IS HEREBY AGREED, by the respective parties as follows:

         1.       Xxxxxxx Xxxxxxxxx shall, upon the execution of this Agreement,
immediately list for sale the properties set forth on the attached Schedule A
and transfer the equity obtained from the sale of such properties to the Company
after reasonable sales costs and the satisfaction of any encumbrances or liens.

         2.       In consideration of the foregoing, upon the transfer to the
Company of the equity proceeds obtained from the sale of the properties, the
company shall issue to Xxxxxxx Xxxxxxxxx an amount of convertible preferred
stock of Floridino International Holdings, Inc.,. 00 I par value, which are
convertible into common shares of stock of the Company. The amount of
convertible preferred stock to be issued to Xxxxxxx Xxxxxxxxx shall be equal to
the net equity proceeds obtained from the sale of the properties listed on
Schedule A and calculated at $5.00 per share.

         3.       It is agreed to issue 50,000 shares of restricted preferred
stock to Xxxxxxx Xxxxxxxxx. One year from today's date 10,000 shares can be
converted, thereafter every six months 10,000 shares can be converted.

         4.       The parties represent that they have entered into this
Agreement on their own accord and that this Agreement sets forth the entire
understanding between the parties hereto. This Agreement may not be amended
except by written agreement signed by all the parties hereto. The Agreement
shall be binding upon the heirs, successors and assigns of the parties hereto.

/s/                                            /s/
----------------------                         -----------------------------
Xxxxxxx Xxxxxxxxx                              Floridino's International
                                               Holdings Inc.