American Kiosk Corp.

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International Guild of Hospitality & Restaurant Managers

American Kiosk Corporation was incorporated in May 1997 to develop and implement a national brand franchise system of stand-alone, in-line and drive-thru retail outlets to deliver popular food products to consumers. The Company initially focused on brick oven pizza. With the recent acquisition of certain assets of Zero's Mr. Submarine Inc., the franchisor of a 55 unit hot submarine sandwich chain, located in Virginia Beach, VA, the Company has changed its focus and direction. The Company now intends to focus its resources on the expansion and improvement of the Zero's chain. The Company is currently engaged in the sale of franchises to operate fast food outlets from stand alone, in-line and drive-thru retail units. The Company's outlets sell proprietary hot submarine sandwiches and other food products.

Zero's Mr. Submarine, Inc. is a franchisor of quick service restaurants featuring hot, oven-baked sandwiches and pizzas. Zero's Mr. Submarine, Inc. was formed in 1989 to franchise the original restaurant concept. Since 1989, Zero's has opened 55 franchise restaurants in Virginia, North Carolina and Phoenix, Arizona. In April 1998, Zero's signed its first Area Development Agreement, which calls for the development of 10 Zero's restaurants in the Raleigh-Durham, North Carolina area over 5 years. In January 1999, Zero's signed Territorial Development agreements for restaurants in North Carolina, South Carolina, and Tampa Florida for a total of 76 restaurants. In October 1999, the Company signed a letter of intent to acquire certain assets of Zero's Mr. Submarine Inc.

Zero has begun its new market development initiative designed to accelerate franchise development in select markets throughout the United States and internationally. The Company plans to partner with individuals and companies capable of rapidly developing and supporting Zero's franchisees within their local markets. Territorial Directors, under this new development program, will assist the Company in local recruitment of qualified prospects to open Zero's Subs franchise locations and represent the Company in ongoing support to ensure the integrity of the Zero's concept. This development strategy offers the Company an exciting growth opportunity for the future.

Territorial Directors pay a fee for the territory and will share 40% of the initial franchise fees and royalty revenue from the franchises within their territory. Agreements have been signed for 76 restaurants to date. The Company is actively negotiating with other prospective territorial directors in various United States markets. The Company has distribution contracts with various food suppliers. Virginia Foods Services is a primary distributor.

The Company is in competition with Subway, Blimpie, Quizno's Cousins, and Jersey Mike's.

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