Interallied Group, Inc.

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International Guild of Hospitality & Restaurant Managers

Interallied Group, Inc. (Interallied) is engaged in establishing and marketing a monthly gourmet meal through its subsidiary, Dining Experience, Inc., a development stage venture acquired by the Company in March 1999. The first product and service to be offered through Dining Experience will be its "gourmet meal-of-the-month" program, which is designed to provide fresh, gourmet meals directly to customers' homes by overnight courier. The Company anticipates that Dining Experience will commence operations in the third quarter of 2000.

The Company was initially organized in Nevada on May 27, 1975, under the name European American Leasing Corporation. In November 1993, the Company acquired Sunnyland Tours, Inc., a corporation organized to engage in the restaurant business, through a reverse acquisition. At that time, the Company changed its name to Interallied Restaurant Group, Inc. In January 1999, the Company adopted its current name, Interallied Group, Inc.

Under the Dining Experience gourmet meal-of-the month program, each month, a member will receive all of the ingredients for a gourmet meal pursuant to a recipe from a participating restaurant. The Company intends to provide its members, by overnight courier, substantially all ingredients for a meal, accompanied by a recipe and instructions for preparation. The Company's strategy is to market its program primarily through a network of independent participants or "member-marketers" in a multi-level marketing program, while also marketing through its participating merchants.

Under the Company's marketing plan, each customer would receive a membership card entitling the customer to certain additional benefits. Each month, the member would receive a package containing the ingredients, recipe and cooking instructions for that month's featured entree. The ingredients to be provided will include a main dish together with a vegetable and, should the recipe provide, rice or pasta, as well as soup and/or an appetizer, all condiments, dessert and salad. The only ingredients not included will be dairy products and eggs. Meals will be provided for a minimum of two persons.

Each monthly package also is expected to contain written information, including: a complete history of the participating restaurant and the city in which it is located; the restaurant owner and the chef who created the recipe; the origin of the main course; a list of the enclosed ingredients; and a nutritional fact sheet. The Company intends to provide instructions that will be easy to use and that will guide the member through all steps in the preparation of the meal. The instructions will be accompanied by full-color photographs to assist in the creation of the meal.

The Company is negotiating with a number of upscale restaurants from coast to coast to serve as participating restaurants. The types of restaurants that the Company seeks as participants range from cozy country inns to big city restaurants. To date, the Company has entered into agreements with over 12 restaurants, including those that feature Italian, Spanish and Continental cuisine. Under these agreements, the participating restaurant will supply the recipe along with descriptions of the restaurant, its owner and the chef, in consideration of the Company's promotion of the restaurant through its meal-of-the-month program.

The Company also has entered into an arrangement with an unaffiliated firm in the Philadelphia area to deliver the meals to plan members. This firm will obtain the ingredients required by each monthly recipe, package the ingredients as well as the written materials, and deliver the gourmet meal packages on the Company's behalf. The Company is not required to maintain an inventory. The heart of the Company's plan is creation of a network of participants who will use the program and market it to others. These member-marketers will be independent contractors.

The Company is developing other programs that will feature gourmet food and food related-items, such as a Wine-of-the-Month program, dietetic, vegetarian and Kosher meal programs. Future products are intended to include once-a-year picnic packages, holiday season packages, spice racks, aged Balsamic Vinegar, extra virgin olive oil and pasta serving bowls and plates.

The Company will compete for such participants with other discount programs, such as Transmedia and programs sponsored by credit card companies, such as American Express and Citibank Visa, which offer products and services for dollars spent

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