REPURCHASE AGREEMENT

The following  Agreement is the understanding  between the parties relating to a
Repurchase  Agreement  to be  EFFECTIVE  on August  31,  1999 and  FINALIZED  on
September 28th, 1999 by and between SRW, Inc.,  Little King, Inc.  (Repurchaser)
and Jreck Subs Group,  Inc. (the  Company).  The parties hereto desire to define
their respective rights, duties and obligations in connection with the Option to
Repurchase Stock and conclude their business relationship as follows:

1. Jreck Subs Group,  Inc.  agrees to transfer back all corporate  documents and
Trademarks of Little King, Inc. and any and all personal property, including all
tangible and intangible assets held by the Company on the effective date of this
Agreement.

2. Parties  hereto  agree to mutually  release,  discharge  and waive all claims
known or unknown regarding one another. Under this Mutual  Indemnification,  the
parties agree to hold each other, and their  principals,  employees,  directors,
agents  and  representatives,  harmless  from all  suits,  proceedings,  claims,
demands,  judgments or appeals thereof,  past present and future;  specifically,
but not limited to, any litigation or judgment  against Little King,  Inc., SRW,
Inc., Sidney B. Wertheim,  personally, and Robert Wertheim and Jreck Subs Group,
Inc.

3.  Repurchase  Price shall be all shares that are  presently  held by Sidney B.
Wertheim or his designees, except the 1,000 shares issued to Don Pistillo.

4. It is understood that Jreck Subs Group, Inc. will cancel all shares that have
ever been issued to Sidney B. Wartheim or his designees,  exclusive of the 1,000
shares issued to Don Pistillo.

5.  The  Consideration  for  this  Agreement  will  be the  cancellation  of all
outstanding shares issued under the original Agreement and Addendums,  except as
hereinabove stated.

6. It is understood  that this  Agreement is being  mutually  agreed upon and is
mutually  desired and was  referred to in the  Original  Agreement  (see 7.10 of
Original Agreement).

7. It is further  agreed that any disputes  arising under or in connection  with
the  Interpretation  of this  Agreement  or the  rights and  obligations  of the
parties hereto shall be resolved by arbitration  under the rules of the American
Arbitration  Association,  at a site to be mutually  agreed upon by the parties.
The decision of the arbitrator(s)  shall be final and binding,  and judgment may
be entered thereon in the appropriate court having  jurisdiction in the State of
Florida, County of Orange.

JRECK SUBS GROUP, INC.                  LITTLE KING, INC.
By: /s/ Christopher M. Swartz           By: /s/ Sidney B. Wertheim      9-29-99
   ---------------------------             ------------------------
   Christopher M. Swartz                   Sidney B. Wertheim, President
   President & CEO

                                        /s/ Sidney B. Wertheim          9-29-99
                                        ------------------------------
                                        Sidney B. Wertheim, Personally


                                       /s/ Robert Wertheim              9-29-99
                                       ------------------------------
                                       Robert Wertheim, Personally