8-K

                  SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.

                             FORM 8-K

                            CURRENT REPORT

          PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
                       EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): February 28, 1998

             CLASSIC RESTAURANTS INTERNATIONAL, INC.
     (Exact name of registrant as specified in its charter)

     COLORADO                0-28704              84-1122431
(State or other jurisdic  (Commission File      (IRS Employer
 tion of incorporation)      Number)           Identification No.)

    3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
     (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (770)729-9010

                         NOT APPLICABLE
  (Former name or former address, if changed since last report)




ITEM 1.   CHANGES IN CONTROL OF REGISTRANT.

On February 28, 1998, the Registrant entered into an Agreement and Plan 
of Share Exchange (the "Agreement") with James Robert Shaw, AA Corp. 
and the Pringle Family Trust.  Under the Agreement, the Company agreed 
to acquire all of the issued and oustanding stock of AA Corp. for 
500,000 shares of Series D Convertible Preferred Stock (the "Preferred 
Stock"). Each share of Preferred Stock is convertible into 200 shares 
of the Company's Class A Common Stock. In addition, the shareholder of 
AA Corp. also agreed to acquire all of the Company's issued and 
outstanding Class B Common Stock from James Robert Shaw for 120,000 
shares of the Preferred Stock. 

Effective upon execution of the Agreement, all outstanding shares of AA 
Corp., all Class B Common Stock owned by Mr. Shaw, and all of the 
shares of Preferred Stock to be issued under the Agreement are to be 
placed in escrow until certain conditions specified in the Agreement 
were satisfied or waived. Upon satisfaction or waiver of the 
conditions, the shares held in escrow will be released and the 
transactions contemplated the Agreement consummated. The conditions 
which must be satisfied or waived before the Agreement is finally 
consummated include the condition that the Company change its state of 
incorporation to Georgia or Delaware, that the Company implement a 1 
for 20 reverse split of its common stock, that the Company settle its 
liabilities and preferred stock obligations, that the Company have no 
more than 1,000,000 shares of Class A Common Stock outstanding after 
implementing the reverse split and settling its liabilities and 
preferred stock obligations, and that the shareholders of AA Corp. 
raise sufficient funds to develop a prototype recycling facility which 
is capable of recylcing tires in economically viable quantities. 

Upon execution of the Agreement, the Company's Board of Directors was 
expanded to five members from three members, and Frank Pringle and 
Benjamin Silber were appointed to fill the two newly created seats. Mr. 
Pringle is a beneficiary of the Pringle Family Trust, which is the 
owner of AA Corp. Mr. Silber is the attorney for AA Corp. and the 
Pringle Family Trust. In addition, at the same time, Bailey Spears 
resigned from the Board of Directors and June Cuba was appointed to 
fill the vacant seat. In addition, Mr. Pringle was designated chairman 
of the Board of Directors and co-President of the Company with Mr. 
Shaw.

In the event any of the conditions to closing under the Agreement are 
not satisfied or waived, all consideration held in escrow will be 
returned to its original owner, Messrs. Pringle and Silber will resign 
from the Board of the Directors of the Company and neither party shall 
have any obligation to the other. 

AA Corp. has developed a method for recycling used tires under which 
the tires would be broken down into carbon black and other recylceable 
components using microwaves.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.

          See Item 1. 

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP.

          Not Applicable.

ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING 
          ACCOUNTANTS.

          Not Applicable.

ITEM 5.   OTHER EVENTS.

          Not Applicable.

ITEM 6.   RESIGNATIONS OF REGISTRANT'S DIRECTORS.

          Effective February 28, 1998, Bailey Spears resigned from the 
Board of Directors. Mr. Spears was asked to resign from the Board of 
Directors in order to create a vacant seat on the Board for the 
appointment of June Cuba. Ms. Cuba has recently assumed the position of 
Secretary and Chief Financial Officer of the Company. Mr. Spears did 
not resign because of a disagreement with the Company on any matter 
relating to the Company's operations, policies or practices. Mr. Spears 
did not furnish the Company with a letter stating the reasons for his 
resignation.  See Item 1.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

      (a) Financial statements of businesses acquired: To be filed 
          by amendment. 

      (b) Pro forma financial information: To be filed by 
          amendment.

      (c) Exhibits:

          10.1   Agreement and Plan of Share Exchange by and
                 among Classic Restaurants International, Inc., 
                 James Robert Shaw, AA Corp. and the Pringle 
                 Family Trust. 
                           
ITEM 8.   CHANGE IN FISCAL YEAR.

          Not Applicable.

ITEM 9.   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

          Not Applicable.

                         SIGNATURES

        Pursuant to the requirements of the Securities  Exchange Act of 
1934, the  registrant  has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

                                 CLASSIC RESTAURANTS
                                 INTERNATIONAL, INC.



Date: March 26, 1998             By:/s/James Robert Shaw
                                   James Robert Shaw
                                   President

EX-10.1

                AGREEMENT AND PLAN OF SHARE EXCHANGE

     AGREEMENT AND PLAN OF SHARE EXCHANGE (the "Agreement")dated this 
27th day of February 1998, by and between Classic Restaurants 
International, Inc., a Colorado corporation ("Classic"), James Robert 
Shaw ("Shaw"), A.A. Corp., a Delaware corporation ("AAC"), and the 
Pringle Family Trust (the "Shareholders").

     WHEREAS, the Shareholders own all of the issued and outstanding 
common stock of AAC; 

     WHEREAS, Classic, AAC and the Shareholders deem it advisable and 
in the best interests of each that Classic acquire all of the issued 
and outstanding common stock of AAC on the terms set forth herein (the 
"Share Exchange"); and

     WHEREAS, Classic, AAC and the Shareholders have approved and 
adopted this Agreement as a "plan of reorganization" within the meaning 
of Section 368(a) of the Internal Revenue Code of 1986, as amended; 

     NOW, THEREFORE, in consideration of the premises and the mutual 
agreements, provisions, and conditions contained herein, and for other 
good and valuable consideration, the receipt and adequacy of which are 
hereby acknowledged, the parties hereto agree that Classic shall 
acquire all of the issued and outstanding common stock of AAC, upon and 
subject to the following terms and conditions:

                    ARTICLE I   DEFINITIONS

     Section 1.01  As used in this Agreement, the following terms shall 
have the following meanings, unless the context shall otherwise 
require:

     (a) "Classic Common Stock" shall collectively mean the Classic 
Class A Common Stock and the Classic Class B Common Stock of Classic.

     (b) "Classic Class A Common Stock" shall mean the Class A Common 
Stock, no par value, of Classic, as more fully described in the 
Articles of Incorporation of Classic.

     (c) "Classic Class B Common Stock" shall mean the Class B Common 
Stock, no par value, of Classic, as more fully described in the 
Articles of Incorporation of Classic.

     (d) "Classic Preferred Stock" shall mean the Series D Convertible 
Preferred Stock of Classic, each of which is convertible into two 
hundred (200) shares of Classic Class A Common Stock, is not entitled 
to any dividends, and is entitled to a liquidation preference of $2.50 
per share over any share of Classic Common Stock or any junior class of 
preferred stock.  The Classic Preferred Stock shall have the rights and 
terms set forth in the document attached hereto as Exhibit D.

     (e) "AAC Stock" shall mean the Common Stock, no par value, of AAC, 
as more fully described in the Articles of Incorporation of AAC.

     (f) "Florida Classic" shall mean Classic Restaurants 
International, Inc., a Florida corporation, a wholly owned subsidiary 
of Classic.

     (g) "Effective Date" shall mean the date on which Articles of 
Share Exchange are filed with the Secretaries of State of the States of 
Delaware and Colorado, or such other date as is designated therein.

     (h) "Exceptions Schedule" shall mean Exhibit A in the case of 
Classic and Exhibit B in the case of AAC and the Shareholders, both of 
which are attached hereto as exhibits.

     (i) "Escrow Agreement" shall mean the Escrow Agreement in the form 
attached hereto as Exhibit C.

     (j) "OSIP" shall mean that Officers and Directors Stock Incentive 
Plan to be implemented by Classic on the Effective Date and shall be 
substantially in the form attached hereto as Exhibit E.

     (k) "Property Rights" refers to any patent, copyright, trademark 
or other intellectual property rights (or any right to obtain a patent, 
copyright or trademark) which Frank Pringle or any of the Shareholders 
have in and to the business plan to recycle used tires using 
microwaves.

            ARTICLE II  GENERAL TERMS AND PROVISIONS

     Section 2.01  Transactions on Date of Agreement.  Upon execution 
of this Agreement, the following shall take place:

     (a) The Board of Directors of Classic shall be increased from 
three members to five members, the existing members of the Board of 
Directors of Classic shall resign, and James Robert Shaw, Ronald 
Lambert, Frank Pringle, Benjamin Silber and June Cuba shall be 
appointed as replacement directors to fill the vacant Board seats of 
Classic until the next annual meeting of the Board of Directors of 
Classic, with Mr. Pringle appointed as chairman of the Board of 
Directors.  Until the Effective Date, Mr. Pringle and Mr. Shaw will act 
as co-Presidents of Classic, and Mr. Shaw will have primary 
responsibility for restaurant operations, and Mr. Pringle will have 
primary responsibility for funding and implementing the tire recycling 
operations.

     (b) The parties hereto shall deposit the following items with the 
Escrow Agent under the Escrow Agreement:  Classic shall deposit 500,000 
shares of Classic Preferred Stock each share of which will be 
convertible into ten shares of Class A Common Stock (after giving 
effect to the reverse split described in Section 2.01(d)); Shaw shall 
deposit 200,000 shares of Classic Class B Common Stock (pre-split); the 
Shareholders shall deposit AAC Stock consisting of all of the issued 
and outstanding common stock of AAC.  The items held under the Escrow 
Agreement shall be disbursed in accordance with Section 2.02 herein.

     (c) Classic's board shall authorize an annual or special meeting 
of shareholders to be held at the earliest possible time to change 
Classic's state of incorporation to Delaware or Georgia.

     (d) Classic's board shall authorize a 1 for 20 reverse split of 
its Class A and Class B Common Stock (all share numbers used herein 
shall be pre-split shares unless specifically stated otherwise).

     (e) Classic's board shall authorize a change in its name to 
Creative Recycling Technologies, Inc.

     (f) Classic's board shall authorize Classic to raise at least 
$1,500,000 net to Classic in an offering under Regulation D or S of the 
Securities and Exchange Commission by issuing up to 4,000,000 shares of 
Classic Class A Common Stock (after giving effect to the reverse split 
described in Section 2.01(d)), or a new issue of preferred stock 
convertible into said number of shares of Class A Common Stock.  The 
exact terms of the offering will be negotiated by Mr. Pringle on behalf 
of Classic, but will be subject to subsequent board approval. Classic 
agrees to expand its board of directors by two members to be filled by 
designees of persons who assist in raising said capital.

     (g) The Property Rights will be assigned and conveyed to AAC to 
the extent not already owned by AAC.

     (h) Classic's board shall authorize the issuance and registration 
on Form S-8 of 75,000 shares Class A Common Stock to Robert J. Mottern 
and 25,000 shares of Class A Common Stock to Benjamin Silber as payment 
for legal services rendered and a retainer for future legal services 
(all such share amounts are after giving effect to the reverse split 
described in Section 2.01(d)).

     Section 2.02  Transactions on Effective Date. On the Effective 
Date, the following transactions shall take place:

     (a) The Escrow Agent shall disburse all of the AAC Stock held by 
it to Classic, whereupon AAC shall become a wholly-owned subsidiary of 
Classic.

     (b) The Escrow Agent shall disburse 380,000 shares of Classic 
Preferred Stock to the Shareholders, and 120,000 shares of Classic 
Preferred Stock to Shaw.

     (c) The Escrow Agent shall disburse 200,000 shares of Classic 
Class B Common Stock (pre-split) to Frank Pringle.

     (d) Classic shall assume the employment agreement between Frank 
Pringle and AAC, and shall enter into an employment agreement with 
James Robert Shaw.

     (e) Classic shall issue 3,800,000 shares of Classic Class B Common 
Stock (before giving effect to the reverse split described in Section 
2.01(d)) to Frank Pringle as a signing bonus, in addition to a cash 
bonus of $19,000.

     (f) Classic's board shall approve the OSIP.

     Section 2.03  Transactions if no Effective Date.  In the event 
this Agreement is terminated, then the following will take place:

     (a) The Escrow Agent shall return all items held by it to the 
person(s) who originally conveyed such items to the Escrow Agent as set 
forth in Section 2.01 herein.

     (b) Messrs. Pringle and Silber will resign from the board of 
directors of Classic.

     Section 2.04  Florida Classic.  Following the Effective Date, the 
board of directors of Classic shall consider whether Florida Classic 
should be spun off to the common shareholders of Classic.  The 
Shareholders hereby agree to waive any right to receive, on account of 
any shares of capital stock held by them in Classic (including Classic 
Preferred Stock or Classic Class A or Class B Common Stock), shares of 
Florida Classic in connection with any spinoff of Florida Classic to 
the shareholders of Classic which occurs at any time within three years 
of the Effective Date. 

     Section 2.05  Taking of Necessary Action. AAC and Classic shall 
take all such actions as may be necessary or appropriate in order to 
effectuate the transactions contemplated by this Agreement. If, at any 
time after the Effective Date, any further action is necessary or 
desirable to carry out the purposes of this Agreement or to vest 
Classic with title to any or all of the stock, properties, assets, 
rights, approvals, immunities, and franchises of AAC, the officers and 
directors of AAC and its subsidiaries, at the expense of the 
Shareholders, shall take such necessary or desirable action.

                  ARTICLE III   EXCHANGE RATIO

     Section 3.01  Exchange Ratio. On the Effective Date, Classic shall 
issue 500,000 shares of Classic Preferred Stock to the Shareholders in 
exchange for all of the issued and outstanding AAC Stock.  Each share 
of AAC Stock shall be entitled to receive that number of shares of 
Classic Preferred Stock equal to (a) 500,000 divided by (b) the total 
number of shares of AAC issued and outstanding as of the Effective 
Date.  There shall be no fractional shares issued. The number of shares 
of Classic Preferred Stock to be issued in the exchange shall be 
rounded up to the nearest whole. The shares of common stock, if any, 
held in the treasury of AAC ("Treasury Shares") shall be cancelled and 
shall not be exchanged or combined in accordance with the provisions of 
this Section 3.01.     

     Section 3.02  Certificates in Other Names. If any certificate 
representing shares of Classic Preferred Stock is to be issued in a 
name other than that in which the certificate surrendered in exchange 
therefor is registered, it shall be a condition precedent to the 
issuance thereof that the certificate so surrendered be properly 
endorsed and otherwise in proper form for transfer, that the person 
requesting the exchange pay to Classic any transfer or other taxes 
required by reason of such issuance, and that counsel to Classic 
approve such transfer.

     Section 3.03  Stock Legends. Certificates representing shares of 
Classic Preferred Stock shall bear a legend restricting transfer of the 
shares of the Common Stock represented by such certificate in 
substantially the form set forth below:

     "The securities represented by this certificate have not been 
registered under the Securities Act of 1933 (the "Act") or applicable 
state law, and are "restricted securities" as that term in defined in 
Rule 144 under the Act. The securities may not be offered for sale, 
sold, or otherwise transferred except pursuant to an effective 
registration statement under the Act and applicable state law, the 
availability of which is to be established to the satisfaction of the 
Company." 

     Section 3.04  Classic shall, from time to time, make stop transfer 
notations in its records to ensure compliance in connection with any 
proposed transfer of the shares with the Act, and all applicable state 
securities laws.

     Section 3.05  Because all shareholders of AAC consent to the 
transactions described herein, no such shareholders have the right to 
dissent from transactions described herein. 

           ARTICLE IV   REPRESENTATIONS AND WARRANTIES

     The following representations and warranties are hereby made (i) 
by AAC and the Shareholders to Classic and Shaw with respect to AAC and 
(ii) by Classic and Shaw to AAC and the Shareholders with respect to 
Classic:

     Section 4.01  Organization; Authorization. It is a corporation 
duly organized, validly existing, and in good standing under the laws 
of the state of its incorporation and has full power and authority to 
carry on its business as it now is being conducted and to own the 
properties and assets it now owns. It is duly qualified to do business 
as a foreign corporation and is in good standing in every jurisdiction 
in which the conduct of its business or ownership of its property 
requires such qualification; and, subject to the requisite approval of 
and authorization by the holders of its capital stock, it has full 
power and authority to enter into this Agreement and to carry out the 
transactions contemplated herein.

     Section 4.02  No Defaults. It is not a party to or bound by any 
contract or agreement, or subject to any charter provision or other 
legal restriction (other than restrictions applicable to corporations 
or businesses generally), which adversely affects its business, 
operations, properties, assets, or condition, financial or otherwise. 
It is not in default under any material contract, lease, Agreement, or 
other undertaking to which it is a party or by which it is bound. 
Subject to the requisite approval of and authorization by the holders 
of its capital stock, neither the execution and delivery of this 
Agreement, the consummation of the transactions contemplated hereby, 
nor compliance with the terms and conditions hereof will conflict with, 
result in a breach of the unwaived terms and conditions of, or 
constitute a default under its articles of incorporation or bylaws or 
any contract, agreement, commitment, or other undertaking to which it 
is a party or by which it is bound. 

     Section 4.03  Governmental Consents. Except for the requirements 
of the Securities Act of 1933, as amended (the "1933 Act"), and any 
applicable state securities laws, and the filing and recording of the 
appropriate documents as required by the laws of the State of Delaware, 
no consent or approval of, or filing or registration with, any 
governmental or regulatory authority is required in connection with the 
performance of the terms of this Agreement.  

     Section 4.04  Examination of Documents. All original documents and 
other information relating to its affairs will be made available, and 
copies of any such documents will be furnished, upon request to the 
other party and its counsel. Included among the documents to be made 
available are all articles of incorporation and amendments, bylaws and 
amendments, minutes of all incorporators, directors and shareholders 
meetings or consent minutes with respect to actions taken by 
incorporators, directors, or shareholders, all financial statements, 
and all material contracts, leases, and agreements to which it is a 
party or an intended beneficiary.  

     Section 4.05  Title to Assets. It has good and marketable title to 
all of its properties and assets, both real and personal, free and 
clear of all security interest liens, claims, equities of others, and 
restrictions on the right to transfer, except as disclosed in the 
Exceptions Schedule, none of which exceptions impairs in any material 
respect the normal conduct of its business.  

     Section 4.06  Tax Returns and Payments. All of its tax returns and 
reports required by law to be filed have been duly filed, and all 
taxes, assessments, fees, and other governmental charges (other than 
those presently payable without interest or penalty or those which are 
being contested in good faith by appropriate proceedings diligently 
conducted and which are disclosed in the Exceptions Schedule) upon it 
or upon any of its properties, assets, interest, or income which are 
due or are to become due have been paid or adequately reserved against.  
None of its federal income tax returns is currently under examination 
by the Internal Revenue Service.  

     Section 4.07  No Litigation. Except as disclosed in the Exceptions 
Schedule:  

     (a) there is no action, proceeding, claim, or investigation 
pending or threatened against it or to which any of its assets or 
properties are subject before any court or any governmental department, 
commission, board, bureau, agency, or instrumentality which involves 
the possibility of any judgment or liability or which might adversely 
affect its assets, business, or goodwill and, after investigations it 
knows of no basis or grounds for any such action, proceeding, claim, or 
investigation; and  

     (b) there is no outstanding order, writ, injunction, or decree of 
any court, government department, commission, board, bureau, government 
agency, or instrumentality, or any arbitration award, against it.  

     Section 4.08  No Adverse Changes. Between the date of this 
Agreement and the Effective Date, as a condition precedent to the 
obligations hereunder, it will not, without the other party's prior 
written consent, take any of the following actions:  it will not engage 
in any material transaction not in the ordinary course of its business, 
make or declare any dividends or distributions of its capital, surplus, 
or profits, or redeem or issue any shares of its Common Stock or other 
securities. There will be no changes in its assets, properties, 
liabilities, or financial condition from those shown in its financial 
statements or in its condition, other than changes which do not 
materially affect, singly or in the aggregate, its business, assets, 
properties, or financial condition. Other than as set forth in the 
Exceptions Schedule, it will not borrow any amounts or incur any 
liabilities other than pursuant to contracts entered into in the 
ordinary course of business; discharge any lien or encumbrance or 
satisfy any liabilities other than current liabilities incurred in the 
ordinary course of business; mortgage, pledge, or subject to lien or 
charge or any other encumbrance any of its assets or properties; sell, 
assign, or transfer any of its assets except in the ordinary course of 
business; waive any rights of substantial value; or loan money to any 
of its directors, officers, or shareholders.

     Section 4.09  No Adverse Claims. Except as set forth in the 
Exceptions Schedule, none of its officers or employees has any claim 
against it except for salaries or other ordinary expenses, and it is 
not obligated to any of such persons in any way or for any amount 
except for salaries, wages, or ordinary expenses.  

     Section 4.10  Books and Records Complete. Its books and records 
are accurate and complete and there are no matters for which proper 
entry has not been made in such books and records.  

     Section 4.11  Insurance. It is adequately insured with respect to 
risks usually insured against by companies owning properties and 
conducting business similar to those owned and conducted by it. All 
policies are presently in force and paid in full and will continue to 
be so without interruption until the Effective Date.

     Section 4.12  No Brokerage Fees.  No agent, broker, investment 
banker, person, or firm acting on its behalf, to the best of its 
knowledge, is or will be entitled to any broker's or finder's fee or 
any other commission or fee, directly or indirectly, in connection with 
any of the transactions contemplated hereby.  

     Section 4.13  Compliance with Certain Laws. It is in full 
compliance with: (i) all federal, state, and local laws regulating 
atmospheric, water, and other pollution or damage to the environment, 
and (ii) all federal, state, and local laws prohibiting discrimination 
based on race, creed, color, sex, age, disability, or national origin.  

     Section 4.14  Authorization of Board of Directors. Its Board of 
Directors has duly authorized the execution and delivery of this 
Agreement and all documents and transactions called for hereunder, and, 
subject to the requisite approval and authorization by the holders of 
its capital stock, this Agreement constitutes a valid and binding 
obligation of the corporation in accordance with the Agreement's terms. 
Each shall deliver to the other a certified copy of resolutions of its 
Board of Directors pertaining to the foregoing. It has taken or will 
exert its best efforts to take, prior to the Effective Date, all action 
required by law, its Articles of Incorporation and Bylaws, and 
otherwise to authorize the execution, delivery, and performance of this 
Agreement.

     Section 4.15  Contracts. Other than as set forth in the Exceptions 
Schedule, it is not a party to any (i) labor agreements, (ii) contracts 
of employment, (iii) contracts for the purchase, sale, or lease (as 
lessor or lessee) of real estate or personal property, (iv) contracts 
for services to be rendered to it, (v) employee insurance, hospital, or 
medical expense programs, or (vi) pension or profit-sharing plans, 
retirement plans, bonus or incentive agreements or plans, or stock 
purchase or stock option plans, formal or informal.  

     Section 4.16  Accounts and Notes Receivable. The accounts and 
notes receivable as shown in its most recent consolidated balance sheet 
and the accounts and notes receivable acquired by it subsequent to said 
date have been collected or are believed by it to be collectible at the 
aggregate recorded amounts thereof, less applicable reserves shown on 
such balance sheet.  

     Section 4.17  Property and Equipment. It has valid leases with 
respect to the real and personal property purported to be leased by it 
under leases providing for rentals in excess of $5,000 per year and 
none of the parties to any such lease is in material default 
thereunder. The property and equipment as shown on its most recent 
consolidated balance sheet are in good operating condition and in a 
state of good maintenance and repair. The use of its real property 
conforms in all material respects with applicable ordinances, 
regulations, zoning, or building codes, and other applicable laws.  

     Section 4.18  Capitalization. Except as set forth in the 
Exceptions Schedule, it has no obligation under any agreement with any 
person to register any of its securities under the 1933 Act or any 
applicable state securities laws and, during the three years preceding 
the date of this Agreement, it has not sold or issued any of its 
securities in a transaction which was not registered under the 1933 Act 
or any applicable state securities law. There are no preemptive rights 
with respect to any of its securities.  

     Section 4.19  Classic. Classic represents and warrants that its 
authorized capital stock consists of 100,000,000 shares of preferred 
stock, no par value per share, none of which are issued or outstanding; 
1,800,000,000 shares of Class A common stock, no par value per share, 
of which approximately 9,900,000 shares were issued and outstanding as 
of February 9 1998; and 200,000,000 shares of Class B common stock, no 
par value per share, of which 200,000 shares were issued and 
outstanding as of February 9, 1998. All of the issued and outstanding 
shares of Classic are validly issued, fully paid, and nonassessable.

     Section 4.20  AAC. AAC and the Shareholders represent and warrant 
that its authorized capital stock consists of 3,500,000 shares of 
common stock, no par value per share, of which 3,500,000 shares were 
issued and outstanding as of February 9, 1998, all of which shares were 
held by the Pringle Family Trust. 

     Section 4.21  Principal Shareholders.  No person owns of record 
or, to the best of its knowledge, owns beneficially five percent or 
more of any class of the issued and outstanding shares of its voting 
securities, except as set forth on the Exceptions Schedule. and as 
follows:  

     (a) AAC:  Pringle Family Trust owns all of the issued and 
outstanding common stock of AAC.

     (b) Classic:  James Robert Shaw owns more than 5% of the 
outstanding shares of the Classic Class B Common Stock.

     Section 4.22  No Subsidiaries. It has no subsidiaries, except that 
Classic owns Musicana-Clearwater, Inc., a Florida corporation, and 
Florida Classic.

     Section 4.23  Information Furnished. It has furnished to the other 
party copies of all reports filed with the Securities and Exchange 
Commission pursuant to Section 13(a)and 15(d)of the Securities Exchange 
act of 1934 and, to the best of its knowledge, such reports do not 
contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements contained therein not 
misleading. Such reports contain all of the material and relevant 
information concerning its business and financial condition as of their 
respective dates.

     Section 4.24  Options and Other Rights. Except as set forth on the 
Exception Schedule, there are no outstanding options, warrants, or 
rights to subscribe for, purchase, or receive shares of its common 
stock or any other securities convertible into common stock:

     Section 4.25  Representations True. No representation or warranty 
contained herein, nor any statement or certificate furnished hereunder 
or in connection herewith, contains or will contain any untrue 
statement of a material fact or omits or will omit to state a material 
fact necessary to make the statements contained herein or therein not 
misleading.  

                    ARTICLE V   COVENANTS

     Section 5.01  Shareholder Meetings. AAC and Classic covenant and 
agree with each other that each shall submit this Agreement to its 
shareholders for approval, to the extent required by their Articles of 
Incorporation and Bylaws or applicable law, at a special or annual 
meeting of shareholders (the "Shareholder Meeting") to be held on the 
earliest practicable date.

     Section 5.02  Preservation of Business; Access to Documents.  From 
and after the date of this Agreement and until the Effective Date, AAC 
and Classic covenant and agree with each other that each corporation 
shall:

     (a) use its best efforts to preserve its business organization, 
goodwill, and business relationships intact and to retain the services 
of its officers and key employees;

     (b) provided the same does not violate any statute, order, decree, 
rule, regulation, or contract, give each other and its authorized 
agents full access, during normal business hours, upon reasonable 
notice, to all of its assets, properties, books, records, agreements, 
and commitments and furnish such representatives during such period 
with all such information concerning its affairs as the other may 
reasonably request; provided. however that each party and its 
authorized agents shall hold in confidence all documents and 
information thus acquired or learned concerning the parties and, if the 
transactions contemplated by this Agreement are not consummated, all 
such documents shall immediately thereafter be returned to the 
appropriate parties;

     (c) take all necessary corporate and any other action, and use its 
best efforts to obtain all consents, approvals, and agreements required 
to carry out the transactions contemplated in this Agreement and to 
satisfy, or cause to be satisfied, the conditions specified herein; and

     (d) maintain in full force and effect insurance policies providing 
coverages and amount of coverage as now provided.

     Section 5.03  Business in Ordinary Course. AAC and Classic further 
covenant and agree with each other that each of the representations and 
warranties set forth in Article IV will be true and correct on the 
Effective Date. Except as set forth on the Exceptions Schedule and 
elsewhere herein, until the Effective Date, neither AAC nor Classic 
shall do any of the following except with the prior written consent of 
the other party:

     (a) effect any general salary increase except in line with its 
past practices;

     (b) enter into any written employment agreement;

     (c) increase the base compensation or other benefits of any 
employee by more than 10%;

     (d) make any contribution to any trust or plan for the benefit of 
employees not required by the  present terns thereof or in accordance 
with its past practices;

     (e) make any change in any employee benefit plan which would 
materially increase the cost  thereof or adopt any new employee benefit 
plan;

     (f) issue or commit to issue any capital stock or other ownership 
interests, except for the sale of shares of Classic Common Stock in a 
private placement or under Regulation S, or the conversion of notes or 
preferred stock of Classic into Classic Class A Common Stock;

     (g) grant or omit to grant any options, warrants, or other rights 
to subscribe for or purchase or otherwise acquire any shares of capital 
stock or other ownership interests or issue or commit to issue any 
securities convertible into or exchangeable for shares of its common 
stock or other ownership interests;

     (h) declare, set aside, or pay any dividend or distribution with 
respect to its common stock or  other ownership interests;

     (i) directly or indirectly redeem, purchase, or otherwise acquire 
or commit to acquire any of its common stock or other ownership 
interest or directly or indirectly terminate or reduce or commit to 
terminate or reduce any bank line of credit or the availability of any 
funds under any  loan or financing agreement;

     (j) effect a split or reclassification of any capital stock or 
recapitalization;

     (k) change its articles of incorporation, bylaws, or other 
governing instruments, except to effectuate the transactions 
contemplated by this Agreement;

     (l) borrow or agree to borrow any funds except pursuant to 
existing bank lines of credit or other existing loan agreements or 
financing arrangements; or

     (m) waive or commit to waive any right of substantial value.

     Section 5.04  Notwithstanding the foregoing, AAC and the 
Shareholders acknowledge and agree that Classic may restructure certain 
debt and preferred stock obligations on terms which have not been 
determined, but which may involve a pledge of Classic's Musicana 
Clearwater operations, and further acknowledge and agree that Classic 
may sell its Musicana Clearwater operations in a transaction in which 
part or all of the consideration consists of the assumption of certain 
debt or preferred stock obligations of Classic.

           ARTICLE VI   CONDITIONS PRECEDENT TO THE MERGER 
                        AND TERMINATION

     Section 6.01  The obligations of the parties under this Agreement 
are subject to the satisfaction of the following express conditions 
precedent at or before the Effective Date:

     (a) Classic shall have obtained approval to change its name to 
Creative Recycling Technologies, Inc. 

     (b) Classic shall have conducted a 1 for 20 reverse split of its 
Class A and Class B Common Stock.

     (c) Classic shall have filed all reports which it is required to 
file with the Securities and Exchange Commission pursuant to Sections 
13 and 15 of the Securities Exchange Act of 1934.

     (d) AAC and Classic shall raise enough funds to successfully build 
a tire cracker prototype as defined in AAC's business plan within one 
year after the effective date of the reverse stock split described in 
Section 2.01(d) herein.

     (e) Classic shall have settled or exchanged, or obtained binding 
commitments to settle or exchange, all of its existing liabilities 
(exclusive of liabilities of its subsidiaries) and Series A, B and C 
preferred stock on such terms that Classic may negotiate (including 
involving a sale of its Musicana Clearwater operations pursuant to 
Section 5.04 herein), provided that no more than 1,000,000 shares of 
Classic Class A Common Stock (after giving effect to the reverse split 
described in Section 2.01(d)) are outstanding on the Effective Date 
(plus any shares which are issued pursuant to Section 2.01(h) herein).

     (f) The Shareholders shall have executed such documents that 
counsel for Classic may reasonable request to insure that the issuance 
of Classic Preferred Stock to the Shareholders complies with Regulation 
D of the Securities and Exchange Commission and any applicable state 
securities law.

     (g) All statutory requirements for the valid consummation by 
Classic and AAC of the transactions contemplated by this Agreement 
shall have been fulfilled.

     (h) All corporate and other proceedings in connection with the 
transactions contemplated herein and all documents incident thereto 
shall be reasonably satisfactory in form and substance to it and its 
counsel.

     (i) Unless waived in writing by the parties prior to the Effective 
Date, Classic and AAC shall have caused its counsel to prepare and 
deliver to the other an opinion, dated as of the Effective Date, in 
form and substance satisfactory to the other, to the effect that:

     (i) It has been duly incorporated and is a validly existing 
corporation in good standing under the laws of its state of 
incorporation, with full corporate power and authority to own and 
operate its properties and to carry on its business as presently being 
conducted.

     (ii) This Agreement has been duly authorized and executed by it, 
and all corporate action by it required to authorize the Share Exchange 
has been taken. 

     In rendering such opinion, counsel may rely on certificates of its 
officers as to matters of fact and, as to matters of law, may rely on 
opinions of local counsel chosen by it provided that copies of such 
opinions of such other counsel accompany the opinion delivered by 
counsel.  

     (j) Each corporation shall have furnished to the other a 
certificate of the President or Vice President and the Secretary of the 
respective company, dated as of the Effective Date, to the effect that 
the representations and warranties of the respective company in this 
Agreement are true and correct at and as of the Effective Date, that no 
error, misstatement, or omission has been discovered or is known with 
respect to such representations and warranties, and that the respective 
company has complied with all the agreements and has satisfied all the 
covenants on its part to be performed at or prior to the Effective 
Date.

     (k) Between the date of execution of this Agreement and the 
Effective Date, AAC and Classic (a) except in the ordinary course of 
its business, shall not have incurred any liabilities or obligations 
(direct or contingent) or disposed of any of its assets, or entered 
into any material transaction or suffered or experienced any materially 
adverse change in its condition, financial or otherwise, and (b) shall 
not have increased its issued and outstanding shares of common stock or 
any other securities, except to the extent permitted herein.

                 ARTICLE VII   MISCELLANEOUS

     Section 7.01  Survival. All agreements, representations, and 
warranties made hereunder or in connection with the transactions 
contemplated hereby shall survive the Effective Date and remain 
effective in accordance with the terms hereof regardless of any 
investigation at any time made by or on behalf of AAC or Classic.  

     Section 7.02  Expenses. In the event that this Agreement shall be 
terminated pursuant to hereinabove, all further obligations of AAC and 
Classic under this Agreement shall terminate without further liability 
of either corporation to the other, and each corporation shall bear any 
expenses incurred by them in connection with this Agreement. 

     Section 7.03  Assignment. This Agreement may not be assigned nor 
any of the performances hereunder delegated by operation of law or 
otherwise by any party hereto, and any purported assignment or 
delegation shall be void.  

     Section 7.04  Headings. The article and section headings of this 
Agreement are inserted for convenience of reference only and do not 
constitute a part of this Agreement.  

     Section 7.05  Binding Effect. This Agreement shall be binding upon 
and inure to the benefit of the parties hereto and their respective 
heirs, successors, legal representatives, assigns, and transferors.  

     Section 7.06  Entire Agreement. This Agreement constitutes the 
entire agreement of the parties hereto with respect to the subject 
matter hereof. There are no representations, warranties, conditions, or 
other obligations except as herein specifically provided. Any waiver, 
amendment, or modification hereof must be in writing. A waiver in one 
instance shall not be deemed to be a continuing waiver or waiver in any 
other instance.  

     Section 7.07  Counterparts. This Agreement may be executed in 
counterparts and each counterpart hereof shall be deemed to be an 
original, but all such counterparts together shall constitute but one 
agreement an original, but all such counterparts together shall 
constitute but one agreement.

     Section 7.08  Notices. All notices, requests, instructions, or 
other documents to be given hereunder shall be deemed given if in 
writing, sent registered mail, as follows:

     If to AAC or the Shareholders:

     Benjamin Silber
     282 Shell Road
     P.O. Box 665
     Carneye Point, New Jersey 08069-0665
     Fax: (609) 299-0247

     If to Classic or Shaw:

     James Robert Shaw
     Classic Restaurants International, Inc.
     3500 Parkway Lane
     Suite 435
     Norcross, Georgia 30092
     Fax: (770) 729-8330

     and 

     Robert J. Mottern, Esq.
     Mottern, Fisher & Rosenthal, P.C.
     2300 Northlake Centre Drive
     Suite 200
     Tucker, Georgia 30084
     Fax: (770) 496-4560

     IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement on the day and year first above written.  

                                   CLASSIC RESTAURANTS 
                                   INTERNATIONAL, INC.


                                   \s\ James Robert Shaw, 
   (SEAL)                          By: James Robert Shaw, President


                                   \s\ James Robert Shaw
                                   James Robert Shaw

                                   A.A. CORP.


     (SEAL)                        By: \s\ Shawn Pringle 
                                   Its:_________________________

                                   PRINGLE FAMILY TRUST


                                   \s\ Shawn Pringle
                                   Shawn Pringle, Trustee

     

                          EXHIBIT A

              EXCEPTIONS SCHEDULE FOR CLASSIC

     Section 4.02:  Classic is in default on notes, and has not paid 
dividends on preferred stock to the extent required thereunder.

     Section 4.07:  Shoom v. Classic and James Robert Shaw - suit to 
recover $80,000 promissory note plus interest and attorneys; motion for 
default judgment scheduled for March 4, 1998.

     Kuntz v. Classic and James Robert Shaw - Judgment for $46,376.31 
entered on August 20, 1997; Consent Stipulation entered on or about 
December 19, 1997 requiring monthly payments of $5,000; balance owing 
of approximately $21,000.

     As to all representations and warranties:  all matters disclosed 
in Classic's Form 10-KSB for the year ended June 30, 1997 and its 
audited financial statements included therewith.

     

                          EXHIBIT B

                 EXCEPTIONS SCHEDULE FOR AAC

     employment agreement between the company and Frank Pringle.

     

                           EXHIBIT C

                       ESCROW AGREEMENT

          THIS AGREEMENT is made and entered into as of the 27th day of 
February, 1998, by and among Classic Restaurants International, Inc. 
("Classic"), James Robert Shaw ("Shaw"), A.A. Corp. ("AAC"), Pringle 
Family Trust ("Pringle" and with Classic, Shaw and AAC, the "Parties"), 
and Mottern, Fisher & Rosenthal, P.C. (the "Escrow Agent").  

                           WITNESSETH

          WHEREAS, on or about February 27th, 1998, Classic, Shaw, AAC 
and Pringle entered into an Agreement and Plan of Share Exchange (the 
"Agreement"), under which Classic agreed to acquire all of the issued 
and outstanding common stock of AAC Corp. from Pringle, and Pringle 
agreed to acquire all of the issued and outstanding Class B Common 
Stock from Shaw;

          WHEREAS, pending Final Closing, as defined in the Agreement, 
the parties have agreed to deposit certain consideration and documents 
deliverable under the Agreement with the Escrow Agent under this 
Agreement.

          NOW, THEREFORE, in consideration of the mutual covenants and 
agreements hereinafter contained, and other good and valuable 
consideration, the receipt and sufficiency of which is hereby 
acknowledged, the parties hereto agree as follows:

     1. The parties hereby designate, constitute and appoint Escrow 
Agent as the "Escrow Agent" under this Agreement. 

     2. The Escrow Agent hereby acknowledges receipt of the following 
documents (the "Documents") from the Parties:

     a) From Classic, 500,000 shares of Series D Convertible Preferred 
Stock.  

     b) From Shaw, 200,000 shares of Class B Common Stock of Classic.

     c) From Pringle, 3,500,000 shares of common stock of AAC.

     3. The Documents are to be held by Escrow Agent in escrow and 
disposed of pursuant to and strictly in accordance with the terms and 
conditions of this Agreement.  Escrow Agent shall hold the Documents in 
a safe place, provided that Escrow Agent shall not be obligated to 
obtain insurance covering the loss and/or destruction of the Documents 
unless the Parties so request and advance the Escrow Agent sufficient 
funds to pay for said insurance. The Escrow Agent undertakes to perform 
only such duties as are expressly set forth in this Agreement, and no 
implied duties or obligations of the Escrow Agent shall be read into 
this Agreement.

     4. The Escrow Agent shall at all times be authorized to deliver 
the Documents in accordance with the terms of the Purchase Agreement or 
with written instructions executed by the Parties.  In the event the 
Escrow Agent shall receive a written claim of default under the 
Agreement by any of the Parties, then the Escrow Agent shall not 
release the Documents from escrow unless and until the Escrow Agent 
shall have received joint written instructions from the Parties as the 
proper deliver of the Documents or Escrow Agent has received direction 
from a court of competent jurisdiction (after expiration of any 
applicable appeal period)  as to the proper party entitled to receipt 
of the Documents.  Escrow Agent shall be authorized to file an action 
in interpleader to determine the proper party entitled to the 
Documents; and the defaulting party, as determined in such proceeding, 
shall indemnify and hold harmless the Escrow Agent from all costs and 
expenses, including reasonable attorney's fees associated with the 
proceeding.  Escrow Agent may act in reliance upon any writing or 
instrument or signature which it in good faith believes to be genuine 
and may assume that any person purporting to give any writing, notice, 
advice, or instruction in connection with the provisions hereof has 
been duly authorized to do so.  Escrow Agent shall not be liable in any 
manner for the sufficiency or correctness as to form, manner of 
execution or validity of any instrument deposited in this escrow nor as 
to the identity, authority or right of any persons executing the same;  
and its duties hereunder shall be limited to the safekeeping of the 
Documents and for the disposition of same in accordance with this 
Agreement.  Escrow Agent hereby executes this Agreement for the sole 
and exclusive purpose of evidencing its Agreement of the provisions 
hereof.

     5. The Parties hereby agree to indemnify and hold the Escrow Agent 
harmless from any and all claims, liabilities, losses, actions, suits 
or proceedings at law or in equity, or any other expense, fees, or 
charges of any character or nature, which it may incur or with which it 
may be threatened by reason of its acting as Escrow Agent under this 
Agreement; and in connection therewith, to indemnify the Escrow Agent 
against any and all expenses, including reasonable attorney's fees and 
the cost of defending any action, suit or proceeding or resisting any 
claim.

     6. The Escrow Agent may consult with counsel of its own choice and 
shall have full and complete authorization and protection for any 
action taken or suffered by it and hereunder in good faith and in 
accordance with the opinion of such counsel. The Escrow Agent shall 
otherwise not be liable for any mistakes of fact or error in judgment, 
or for any acts or omissions of any kind unless caused by its willful 
misconduct or gross negligence.

     7. All reasonable out-of-pocket expenses of Escrow Agent in 
connection with the services rendered under this Agreement shall be 
paid by Classic.

     8. Upon release and delivery of the Documents in accordance with 
the terms of the Agreement and this Agreement, this Agreement shall 
terminate and the parties shall be released hereunder except with 
respect to the indemnification obligations of Classic in favor of the 
Escrow Agent.

     9. The provisions of this Agreement may not be amended, 
supplemented, waived or changed orally, but only by a writing signed by 
the party as to whom enforcement of any such amendment, modification, 
supplement or waiver is sought and making specific reference to this 
Agreement.

     10. All notices required or permitted hereunder, and under any 
instrument delivered pursuant hereto, shall be given in writing, and 
shall be deemed to have been given and received upon the earlier to 
occur of: (a) the actual receipt of any such notice by the intended 
recipient; and (b) the third business day following deposit of any such 
notice enclosed in a wrapper with postage prepaid, properly addressed 
to the intended recipient at its address set forth below, as a 
certified item, return receipt requested, in an official depository of 
and under the care and custody of the United States Postal Service.  
The parties' address for notice shall be as follows:

     If to AAC or Pringle:

     Benjamin Silber
     282 Shell Road
     P.O. Box 665
     Carneye Point, New Jersey 08069-0665
     Fax: (609) 299-0247

     If to Classic or Shaw:

     James Robert Shaw
     Classic Restaurants International, Inc.
     3500 Parkway Lane
     Suite 435
     Norcross, Georgia 30092
     Fax: (770) 729-8330

     If to Escrow Agent: 

     Robert J. Mottern, Esq.
     Mottern, Fisher & Rosenthal, P.C.
     2300 Northlake Centre Drive
     Suite 200
     Tucker, Georgia 30084
     Fax: (770) 496-4560

          Any party hereto may change its address for notice set forth 
herein by giving the other parties at least 10 days advance written 
notice of such change of address.

     11. Escrow Agent shall have no duties or responsibilities other 
than those expressly set forth herein.  Escrow Agent shall not be 
liable for any action taken or omitted by it, or any action suffered by 
it, except for gross negligence or willful misconduct.  The Escrow 
Agent shall not be bound by any notice or demand unless evidenced by a 
writing delivered to Escrow Agent signed by the proper party or 
parties.  

     12. This Agreement contains the entire understanding between and 
among the parties hereto with respect to the subject matter hereof, and 
shall be binding upon and inure to the benefit of such parties, and 
their respective heirs, successors in interest and legal 
representatives.

     13. This Agreement is governed by, and is to be construed in 
accordance with, the laws of the State of Georgia.

          This Agreement may be executed in counterpart.

                                  CLASSIC RESTAURANTS 
                                  INTERNATIONAL, INC.

       

                                   _______________________________
   (SEAL)                          By:____________________________
                                   Its:____________________________

     

                                   ______________________________
                                   James Robert Shaw

                                   A.A. CORP.

     
                                   _______________________________
     (SEAL)                        By:____________________________
                                   Its:____________________________

                                   PRINGLE FAMILY TRUST

       

                                   ______________________________
                                   Shawn Pringle, Trustee


                                   MOTTERN, FISHER & ROSENTHAL, P.C. 


     
                                   ___________________________
                                   By: Robert J. Mottern, President

     

                             EXHIBIT D

     
                       ARTICLES OF AMENDMENT
                  TO ARTICLES OF INCORPORATION OF
               CLASSIC RESTAURANTS INTERNATIONAL, INC.

          Pursuant to the provisions of Colorado Business Corporation 
Act, the undersigned corporation adopts the following Articles of 
Amendment to its Articles of Incorporation: 

       FIRST:     The name of the corporation is Classic Restaurants 
International, Inc.

     SECOND:     The amendment to the Articles of Incorporation set 
forth on Exhibit A was adopted on February __, 1998, in the manner 
prescribed by the Colorado Business Corporation Act.  Such amendment 
was adopted by the board of directors without shareholder action; 
shareholder action was not required.

     THIRD:     This amendment is to be effective upon filing. 

     Dated this ___ day of February, 1998.

     Attest:                            CLASSIC RESTAURANTS 
                                        INTERNATIONAL, INC.

  

  ____________________________         BY:_____________________________
  June Cuba, Secretary                   James Robert Shaw, President



     

                            EXHIBIT A
 
          Classic Restaurants International, Inc. (the "Corporation") 
adds to Article II of its Articles of Incorporation the following:

     Series D Convertible Preferred Stock

     A series of Preferred Stock is hereby established which shall be 
referred to as Class D Convertible Preferred Stock (the "Class D 
Preferred Stock"), and the preferences and relative, participating, 
optional or other special rights of the Class D Preferred Stock, and 
the qualifications, limitations or restrictions thereof shall be as 
follows:

          (1)     Number.  The corporation shall have the authority to 
issue not more than 500,000 shares of Class D Preferred Stock at the 
discretion of the Board of Directors.

          (2)     Dividends.  Shares of Class D Preferred Stock shall 
not be entitled to receive any dividends.

          (3)     Liquidation Rights.  The Class D Preferred Stock 
shall be entitled to $2.50 per share upon the liquidation, dissolution, 
or winding-up of the affairs of the Company in preference to all 
classes of Class A Common Stock and any junior class of preferred 
stock, but is not entitled to participate in the assets or profits of 
the Company beyond its liquidation preference.  The Company may not 
create a class of Preferred Stock which has a preference in liquidation 
which is senior in priority to the Class D Preferred Stock without the 
prior consent of the holders of the Class D Preferred Stock.  

          (4)     Optional Redemption.  The Company may redeem the 
Class D Preferred Stock at any time, in whole or in part, at the option 
of the Company for cash at the redemption price of $2.50 per share.  In 
the event the Company shall redeem shares of Class D Preferred Stock 
for cash, notice of such redemption shall be given by first class mail, 
postage prepaid, mailed not less than 30 nor more than 60 days prior to 
the redemption date, to each holder of record of the shares to be 
redeemed, at such holder's address as the same appears on the stock 
register of the Company.  Each such notice shall state: (1) the 
redemption date; (2) the number of shares of Class D Preferred Stock to 
be redeemed and, if less than all the shares held by such holder are to 
be redeemed, the number of such shares to be redeemed from such holder; 
(3) the redemption price; and (4) the place or places where 
certificates for such shares are to be surrendered for payment of the 
redemption price.  Notice having been mailed as aforesaid, from and 
after the redemption date (unless default shall be made by the Company 
in providing money for the payment of the redemption price) said shares 
shall no longer be deemed to be outstanding, and all rights of the 
holders thereof as stockholders of the Company (except the right to 
receive from the Company the redemption price, as the case may be) 
shall cease. Upon surrender in accordance with said notice of the 
certificates for any shares so redeemed (properly endorsed or assigned 
for transfer, if the Board of Directors of the Company shall so require 
and the notice shall so state), such shares shall be redeemed by the 
Company at the redemption price as aforesaid. If less than all the 
outstanding shares of the Class D Preferred Stock are to be redeemed, 
shares to be redeemed shall be selected by the Company from outstanding 
shares of Class D Preferred Stock not previously called for redemption 
by lot or pro rata or in such other manner as the Board of Directors of 
the Company may determine. A new certificate shall be issued 
representing the unredeemed shares without cost to the holder thereof.  
No failure to mail such notice or any defect therein or in the mailing 
thereof shall affect the validity of the proceedings for such 
redemption except as to the holder to whom the Company has failed to 
mail such notice or except as to the holder whose notice was defective. 

          (5)     Mandatory Redemption.  The Company will not 
consolidate or merge into or transfer all or substantially all of its 
assets to any person unless all outstanding shares of  Class D 
Preferred Stock shall have been called for redemption for cash in 
accordance with the provisions hereof or unless: (i) the person is a 
corporation organized under the laws of the United States of America, 
any State or the District of Columbia, and (ii) the successor 
corporation assumes all of the Company's obligations in respect of the 
Class D Preferred Stock.

          (6)      Conversion.  The shares of Class D Preferred Stock 
shall be convertible at the principle office of the Company, and at 
such other place or places, if any, as the Board of Directors of the 
Company may designate, into fully paid and non-assessable shares 
(calculated as to each conversion to the nearest l/100th of a share) of 
Class A Common Stock. The number of shares of common stock issuable 
upon conversion of each share of the Class D Preferred Stock shall be 
equal to $2.50 divided by the conversion price in effect at the time of 
conversion determined as hereinafter provided. The price at which 
shares of Common Stock shall be delivered upon conversion (the 
"Conversion Price") shall be initially $0.0125 per share of Common 
Stock; provided, however, that such Conversion Price shall be subject 
to adjustment from time to time in certain instances as hereinafter 
provided. No payment or adjustment shall be made in respect of 
dividends on the Class A Common Stock upon conversion of shares of the 
Class D Preferred Stock. If the Company calls any shares of the Class D 
Preferred Stock for redemption, such right of conversion shall cease 
and terminate, as to the shares designated for redemption, at the close 
of business on the redemption date, unless the Company defaults in the 
payment of the redemption price. No fractional shares of Class A Common 
Stock will be issued, and instead the number of shares of Class A 
Common Stock to be issued on conversion of Class D Preferred Stock 
will, to the extent necessary, be rounded up to the nearest whole 
number of shares.

           Before any holder of shares of the Class D Preferred Stock 
shall be entitled to convert the same into Class A Common Stock, the 
holder shall surrender the certificate or certificates therefor, duly 
endorsed to the Company or in blank, at the principle office of the 
Company or at such other place or places, if any, as the Board of 
Directors of the Company has designated, and shall give written notice 
to the Company at said office or place that it elects to convey the 
same and shall state in writing therein the name or names (with 
addresses) in which it wishes the certificate or certificates for Class 
A Common Stock to be issued.  The Company will, as soon as practicable 
thereafter, issue and deliver at said office or place to such holder of 
shares of the Class D Preferred Stock, or to its nominee or nominees, 
certificates for the number of full shares of Class A Common Stock to 
which it shall be entitled as aforesaid. Shares of the Class D 
Preferred Stock shall be deemed to have been converted as of the close 
of business on the date of the surrender of such shares for conversion 
as provided above, and the person or persons entitled to receive the 
Class A Common Stock issuable upon conversion shall be treated for all 
purposes as the record holder or holders of such Class A Common Stock 
as of the close of business on such date.

           The Conversion Price in effect at any time shall be subject 
to adjustment as follows: 

          (i) In case the Company shall (A) declare a dividend on its 
Class A Common Stock in shares of Class A Common Stock, (B) subdivide 
its outstanding shares of Class A Common Stock, (C) combine its 
outstanding shares of Class A Common Stock into a smaller number of 
shares, or (D) issue by reclassification of its Class A Common Stock 
(including any such reclassification in connection with a consolidation 
or merger in which the Company is the continuing corporation) any 
shares of its capital stock, the Conversion Price in effect at the time 
of the record date for such dividend or of the effective date of such 
subdivision, combination or reclassification shall be proportionately 
adjusted so that the holder of any share of the Class D Preferred Stock 
surrendered for conversion after such time shall be entitled to receive 
the kind and amount of shares which it would have owned or have been 
entitled to receive had such share of the Class D Preferred Stock been 
converted immediately prior to such time.  Such adjustment shall be 
made successively whenever any event listed above shall occur.

          (ii) In case the Company shall distribute to all holders of 
its Class A Common Stock (including any such distribution made in 
connection with a consolidation or merger in which the Company is the 
continuing corporation) evidences of its indebtedness or assets 
(excluding dividends or other distributions paid out of earned 
surplus), the Conversion Price shall be adjusted so that the same shall 
equal the price determined by multiplying the Conversion Price in 
effect immediately prior to the close of business on the date fixed for 
the determination of stockholders entitled to receive such distribution 
by a fraction of which the numerator shall be the Current Market Price 
per share of the Class A Common Stock on the date fixed for such 
determination less the fair market value (as determined by the Board of 
Directors of the Company, whose determination shall be conclusive and 
described in a Board Resolution of the Company filed with the Company) 
of the portion of the assets or evidences of indebtedness so 
distributed applicable to one share of Class A Common Stock and the 
denominator shall be such Current Market Price per share of the Class A 
Common Stock on the date fixed for such determination, such adjustment 
to become effective immediately prior to the opening of business of the 
day following the date fixed for the determination of stockholders 
entitled to receive such distribution. 

          (iii) For the purpose of any computation under paragraph (ii) 
above, the "Current Market Price" on any date shall be deemed to be the 
average of the daily closing prices per share of Class A Common Stock 
for 20 consecutive business days selected by the Company commencing 35 
business days before such date. The closing price for each day shall be 
the last sale price or, in case no such sale takes place on such day, 
the average of the closing bid and asked prices, in either case on the 
New York Stock Exchange, or, if the Class A Common Stock is not listed 
or admitted to trading on such Exchange, on the principal national 
securities exchange on which the Class A Common Stock is listed or 
admitted to trading or, if it is not listed or admitted to trading on 
any national securities exchange, the average of the closing bid and 
asked prices as furnished by any member of the National Association of 
Securities Sealers, Inc., selected from time to time by the Company for 
that purpose. 

          (iv) All calculations under this paragraph (6) shall be made 
to the nearest cent or the nearest l/100th of a share, as the case may 
be.

           (v) In case of any consolidation or merger of the Company 
with or into any other corporation (other than a consolidation or 
merger in which the Company is the continuing corporation), or in case 
of any sale or transfer of all or substantially all of the assets of 
the Company, the holder of each share of Class D Preferred Stock shall 
after such consolidation, merger, sale or transfer have the right to 
convert such share of the Class D Preferred Stock into the kind and 
amount of shares of stock and other securities and property which such 
holder would have been entitled to receive upon such consolidation, 
merger, sale or transfer if he had held the Class A Common Stock 
issuable upon the conversion of such share of the Class D Preferred 
Stock immediately prior to such consolidation, merger, sale or 
transfer.

           (vi) In the event that at any time, as a result of an 
adjustment made pursuant to paragraph (i) above, the holder of any 
share of Class D Preferred Stock surrendered for conversion shall 
become entitled to receive any securities other than shares of Class A 
Common Stock, thereafter the amount of such other securities so 
receivable upon conversion of any share of the Class D Preferred Stock 
shall be subject to adjustment from time to time in a manner and on 
terms as nearly equivalent as practicable to the provisions with 
respect to the Class A Common Stock contained in paragraphs (i) to (v), 
inclusive, above, and the provisions of this paragraph (6) with respect 
to the Class A Common Stock shall apply on like terms to any such other 
securities.

           (vii) No adjustment in the Conversion Price shall be 
required unless such adjustment would require a change of at least l % 
in such price; provided, however, that any adjustments which by reason 
of this paragraph (vii) are not required to be made shall be carried 
forward and taken into account in any subsequent adjustment.

           Whenever the Conversion Price is adjustable as herein 
provided:

           (i) the Company shall promptly file with corporate books of 
the Company a certificate of the treasurer of the Company setting forth 
the adjusted Conversion Price and showing in reasonable detail the 
facts upon which such adjustment is based, including a statement of the 
consideration received or to be received by the Company for any shares 
of Class A Common Stock issued or deemed to have been issued; and 

          (ii) a notice stating that the Conversion Price has been 
adjusted and setting forth the adjusted Conversion Price, and within 
ten (10) business days after it is required, said notice shall be 
mailed to all holders of Class D Preferred Stock determined as of the 
date the notice was first required, and upon the mailing of such notice 
no other notice need be given of that adjustment in the Conversion 
Price.

          The Company will at all times reserve, keep available and be 
prepared to issue, free from any preemptive rights, out of its 
authorized but unissued Class A Common Stock, solely for the purpose of 
effecting conversion of the Class D Preferred Stock, the full number of 
shares of Class A Common Stock then issuable upon the conversion of all 
outstanding Class D Preferred Stock. The Company shall from time to 
time, in accordance with the laws of the State of Georgia, endeavor to 
amend its Articles of Incorporation to increase the authorized amount 
of its Class A Common Stock if at any time the authorized amount of its 
Class A Common Stock remaining unissued shall be not sufficient to 
permit the conversion of all Class D Preferred Stock. The Company 
shall, if any shares of Class A Common Stock required to be reserved 
for issuance upon conversion of Class D Preferred Stock pursuant to 
this paragraph (6) require registration with or approval of any 
governmental authority under any Federal or state law before such 
shares may be issued upon such conversion, endeavor to cause such 
shares to be so registered or approved as expeditiously as possible.

           The Company will pay any and all taxes that may be payable 
in respect of the issue or delivery of shares of Class A Common Stock 
on conversion of shares of the Class D Preferred Stock pursuant hereto. 
The Company shall not, however, be required to pay any tax which may be 
payable in respect of any transfer involved in the issue or transfer 
and delivery of shares of Class A Common Stock in a name other than 
that in which the shares of the Class D Preferred Stock so converted 
were registered, and no such issue or delivery shall be made unless and 
until the person requesting such issue has paid to the Company the 
amount of any such tax or has established to the satisfaction of the 
Company that such tax has been paid.

          (7) Voting Rights.  The holders of Class D Preferred Stock 
shall be entitled to elect two directors at all annual meetings of the 
shareholders of the Company.



                         EXHIBIT E
 

        OFFICER AND DIRECTOR STOCK INCENTIVE PLAN OF
                   CLASSIC HOLDINGS, INC.

          1.  Purpose.  The purpose of this Officer and Director Stock 
Incentive Plan ("Plan") is to secure for the corporation and its 
stockholders the benefits which flow from providing certain corporate 
officers and directors with the incentive inherent in common stock 
ownership.  It is generally recognized that stock option plans aid in 
retaining competent executives and furnish a device to attract 
executives of exceptional ability to the Corporation because of the 
opportunity offered to acquire a proprietary interest in the business.

          2.  Amount of Stock.  The total number of shares of Common 
Stock to be subject to options granted pursuant to the Plan shall not 
exceed 2,500,000 shares of the Corporation's Class A Common Stock.  
This total number of shares shall be subject to appropriate increase or 
decrease in the event of a stock dividend on, or a subdivision, split-
up, combination or reclassification of, the shares purchasable under 
such options.  In the event that options granted under this Plan shall 
lapse without being exercised in whole or in part, other options may be 
granted covering the shares not purchased under such lapsed options.
 
          3.  Eligibility and Participation.  Options may be granted 
pursuant to the Plan to officers and directors of the corporation at 
the discretion of the Board of Directors (hereinafter, the "Officers").

          4.     Option Agreement.  The terms and provisions of options 
granted pursuant to the Plan shall be set forth in an agreement, herein 
called an Option Agreement, between the Corporation and the Officer 
receiving the same.  The Option Agreement shall be in substantially the 
same form as the Option Agreement which is attached hereto as Exhibit 
"A."

          5.      Issuance, Amount and Exercise Price of Options. The 
exercise price under the options shall be equal to 25% of the average 
closing bid price for the Corporation's Class A Common Stock for the 
twenty (20) business days preceding the grant of the option.  The full 
purchase price of shares purchased shall be paid upon exercise of the 
option.  Under certain circumstances such purchase price per share 
shall be subject to adjustment as referred to in Section 9 of this 
Plan.

          6.  Option period.  No option granted pursuant to the Plan 
shall be exercisable after the expiration of three years from the date 
the option is first granted.  The expiration date stated in the Option 
Agreement is hereinafter called the Expiration Date.  

          7.  Death of Officer.  The Option Agreement shall provide 
that if prior to the Expiration Date the grantee shall die, the legal 
representatives of his estate or a legatee or legatees of the option 
shall have the privilege, for a period of six months after his death, 
of exercising all or any part of the then unexercised portion of the 
option; provided that nothing herein shall extend the time for 
exercising any option granted pursuant to the Plan beyond the 
Expiration Date.

          8.  Assignability.  The Option Agreement shall provide that 
the option granted thereby shall not be transferable or assignable by 
the employee otherwise than by will or by the laws of descent and 
distribution and during the lifetime of the employee shall be 
exercisable only by him.

          9.  Adjustment in Case of Stock Splits, Stock Dividends, etc.  
The Option Agreement may contain such provisions as the Board of 
Directors may approve as equitable concerning the effect upon the 
option granted thereby and upon the per share or per unit option price, 
of (a) stock dividends upon, or subdivisions, split-ups, combinations 
or reclassification of, the securities purchasable under the option, or 
(b) proposals to merge or consolidate the Corporation or to sell all or 
substantially all of its assets, or to liquidate or dissolve the 
Corporation.

          10.  Stock for Investment.  In the event the common stock 
underlying the option has not been registered with the Securities and 
Exchange Commission, then the Option Agreement shall provide that the 
grantee shall upon each exercise of a part or all of the option granted 
represent and warrant that his purchase of stock pursuant to such 
option is for investment only, and not with a view to distribution 
involving a public offering.  Stock issued under the Option Agreement 
may contain an appropriate legend indicating that the stock has not 
been registered under applicable state or federal securities laws, and 
therefore may not be sold prior to compliance with such laws.

          11.  Amendment of the Plan.  The Board of Directors of the 
Corporation may from time to time alter, amend, suspend or discontinue 
the Plan and make rules for its administration.

     

                         STOCK OPTION

          OPTION AGREEMENT made this ___ day of _______________, 199__, 
between Classic Holdings, hereinafter called the "Corporation," and 
_________________________, an officer or director of the Corporation, 
hereinafter called the "Optionholder."

          The Corporation has implemented an Officer and Director Stock 
Incentive Plan by a resolution dated __________, 1998.

          The Corporation has agreed to grant the Optionholder an 
option to purchase certain shares of the Corporation's Class A Common 
Stock (the "Common Shares") pursuant to the above-referenced Plan.

          Now, therefore, in consideration of the mutual covenants 
hereinafter set forth and for other good and valuable consideration, 
the parties hereto agree as follows:

          1.       Grant of Option.  The Corporation hereby irrevocably 
grants to the Optionholder the right and option, hereinafter called the 
Option, to purchase all or any part of an aggregate of 
______________________ Common Shares (such number being subject to 
adjustment as provided in Paragraph 6 hereof) on the terms and 
conditions herein set forth.

          2.       Purchase Price.  The purchase price of the Common 
Shares covered by the Option shall be $_______ per share flat or ex-
dividend.

          3.       Term of Option. The Option may be exercised at any 
time from time to time as to any part of or all the shares covered 
thereby until a date three (3) years after the date of this Option; 
provided, however, that the Option may not be exercised as to less than 
100 shares at any one time (or the remaining shares then purchasable 
under the Option, if less than 100 shares). The purchase price of the 
shares as to which the Option shall be exercised shall be paid in full 
in cash at the time of exercise. The holder of the Option shall not 
have any rights of a shareholder with respect to the shares covered by 
the Option except to the extent that one or more certificates for such 
shares shall be delivered to him upon the due exercise of the Option.

          4.      Nontransferability.  The Option shall not be 
transferable otherwise than by will or the laws of descent and 
distribution, and the Option may be exercised, during the lifetime of 
the Optionholder, only by him.  More particularly (but without limiting 
the generality of the foregoing), the Option may not be assigned, 
transferred (except as provided above), pledged or hypothecated in any 
way, shall not be assignable by operation of law, and shall not be 
subject to execution, attachment, or similar process.  Any attempted 
assignment, transfer, pledge, hypothecation, or other disposition of 
the Option contrary to the provisions hereof, and the levy of any 
execution, attachment, or similar process upon the Option, shall be 
null and void and without effect.

          5.       Death of Optionholder.  If the Optionholder shall 
die before the term of this Option has expired, the Option may be 
exercised (to the extent that the Optionholder shall have been entitled 
to do so at the date of his death) by a legatee or legatees of the 
Optionholder under his last will, or by his personal representatives or 
distributes, at any time within the earlier of six months after his 
death or the expiration date of this Option.

          6.       Changes in Capital Structure.  If all or any portion 
of the Option shall be exercised subsequent to any share dividend, 
split-up, recapitalization, merger, consolidation, combination or 
exchange of shares, separation, reorganization, or liquidation 
occurring after the date hereof, as a result of which shares of any 
class shall be issued in respect of outstanding Common Stares or Common 
Shares shall be changed into the same or a different number of shares 
of the same or another class or classes, the person or persons so 
exercising the Option shall receive, for the aggregate price paid upon 
such exercise, the aggregate number and class of shares which, if 
Common Shares (as authorized at the date hereof) had been purchased at 
the date hereof for the same aggregate price (on the basis of the price 
per share set forth in Paragraph 2 hereof) and had not been disposed 
of, such person or persons would be holding, at the time of such 
exercise, as a result of such purchase and all such share dividends, 
split-ups, recapitalization, mergers, consolidations, combinations or 
exchanges of shares, separations, reorganizations, or liquidations; 
provided, however, that no factional share shall be issued upon any 
such exercise, and the aggregate price paid shall be appropriately 
reduced on account of any fractional share not issued.  No adjustment 
shall be made in the minimum number of shares which may be purchased at 
any one time, as fixed by paragraph 3 hereof.

7.       Method of Exercising Option.  Subject to the terms and 
conditions of this Option Agreement, the Option may be exercised by 
written notice to the Corporation, at its Stock Transfer Department or 
its President.  Such notice shall state the election to exercise the 
Option and the number of shares in respect of which it is being 
exercised, and shall be signed by the person or persons so exercising 
the Option.  Such notice shall be accompanied by payment of the full 
purchase price of such shares, in which event the Corporation shall 
deliver a certificate or certificates representing such shares as soon 
as practicable after the notice shall be received.  Payment of such 
purchase price shall, in either case, be made by check payable to the 
order of the Corporation.  The certificate or certificate for the 
shares as to which the Option shall have been so exercised shall be 
registered in the name of the person or persons so exercising the 
Option (or, if the Option shall be exercised by the Optionholder and if 
the Optionholder shall so request in the notice exercising the Option, 
shall be registered in the name of the Optionholder and another person 
jointly, with right of survivorship) and shall be delivered as provided 
above to or upon the written order of the person or persons exercising 
the Option. In the event the Option shall be exercised, pursuant to 
paragraph 5 hereof, by any person or persons other then the 
Optionholder, such notice shall be accompanied by appropriate proof of 
the right of such person or persons to exercise the Option.  All shares 
that shall be purchased upon the exercise of the Option as provided 
herein shall be fully paid and nonassessable.

          8.     Restrictive Legend.  Any shares issued as a 
consequence of the exercise of this Option shall carry a restrictive 
legend substantially in the form set forth below, unless such shares 
are registered under the Securities Act of 1933 and under any 
applicable state law:

     "The shares evidenced by this certificate have not been registered 
under the Securities Act of 1933 and may not be transferred, nor will 
any assignee or endorsee hereof be recognized as an owner hereof by the 
issuer for any purpose, unless a registration statement under the 
Securities Act of 1933, as amended, with respect to such shares shall 
then be in effect or unless the availability of an exemption from 
registration with respect to any proposed transfer or disposition of 
such shares shall be established to the satisfaction of counsel for the 
issuer."

9.       General.  The Corporation shall at all times during the term 
of the Option reserve and keep available such number of Common Shares 
as will be sufficient to satisfy the requirements of this Option 
Agreement, shall pay all original issue and transfer taxes with respect 
to the issue and transfer of shares pursuant hereto and all other fees 
and expenses necessarily incurred by the Corporation in connection 
therewith, and will from time to time use its best efforts to comply 
with all laws and regulations which, in the opinion of counsel for the 
Corporation, shall be applicable thereto.

          In witness whereof the Corporation has caused this Option 
Agreement to be duly executed by its officers thereunto duly 
authorized, and the Optionholder has hereunto set his hand and seal, 
all on the day and year first above written.
 

                              CLASSIC HOLDINGS, INC.


                              __________________________________
                              BY: __________________, President

                              __________________________________