International Fast Food Corp

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International Guild of Hospitality & Restaurant Managers

International Fast Food Corp was incorporated in December 1991 to develop franchised Burger King restaurants in the Republic of Poland. In July 1997, the Company purchased all of the outstanding shares of Krolewska Pizza Sp.zo.o. (KP) and Pizza King Polska, Sp.zo.o. ("PKP"), which together control the exclusive development rights and franchises of Domino's Pizza stores in Poland. In September 1998, the Company purchased from a minority shareholder the remaining 15% of the outstanding shares of International Fast Food Polska, Sp.zo.o. (IFFP), its Polish subsidiary which operates the Burger King division, for $1.5 million. The Company has the exclusive right to develop franchised Burger King restaurants and Domino's Pizza stores in the Republic of Poland. The Burger King restaurants and the majority of the Domino's Pizza stores are similar to their respective U.S. versions and are developed to the strict corporate standards set out in the respective development agreements and franchise agreements.

Burger King Division

The Company operates its Burger King division through IFFP and IFFP's wholly owned Polish limited liability corporations, IFF Polska-Kolmer and IFF-DX Management. IFFP receives operational support from Burger King Corporation (Burger King) through Burger King's London-based office in areas including site selection and construction review, operating systems and controls, marketing, sourcing of food and equipment, distribution and training, and other operational matters. Through IFFP, the Company currently operates 23 Burger King restaurants. The Company closed two Burger King restaurants in early 2000 and anticipates that the Company will close one more during the year. The restaurants, which operate under individual franchise agreements, are traditional free standing and/or attached drive-through restaurants with dine-in seating capacity ranging from 60 to 120 people. The typical store size is approximately 2,800 square feet and is located near and in metropolitan areas and/or adjacent to service station sites. Currently all Burger King restaurants in Poland are operated by IFFP.

The Company's Burger King restaurants offer flame-broiled hamburgers and cheeseburgers, french fries and soft drinks. Other menu items may include salads, pastries, chicken sandwiches, fish sandwiches, ice cream sundaes and shakes. The Company anticipates that its future Burger King restaurants will expand their menus by offering additional food items. The Company typically offers a Burger King meal for the zloty equivalent of approximately $1.51 to $3.29, depending upon the menu items selected. The Company believes, to the extent a comparison is possible, that the prices the Company charges for meals are comparable to the prices charged by its American-style fast food competitors in Poland.

By October 1994, the Company had opened eight Burger King restaurants in urban locations, including five in Warsaw, and had created an organizational infrastructure to manage future growth. During 1994, however, a dispute emerged between its company and Burger King regarding Burger King's logistical development support and other matters, which resulted in litigation between the parties commencing in March 1995. During the period from the beginning of the dispute with Burger King in 1994 until its settlement, the Company curtailed its Burger King restaurant expansion. In March 1997, the Company settled the litigation and, under the settlement, entered into a new ten-year development agreement with Burger King.

Domino's Division

KP controls the exclusive development rights, and PKP controls the franchises, for Domino's Pizza stores in Poland under a master franchise agreement with Domino's Pizza International, Inc., a wholly-owned subsidiary of Domino's Pizza, Inc. (Domino's), which was executed in August 1997. KP has also entered into a commissary agreement with Domino's under which KP has been granted the exclusive right to open and operate one or more commissaries for all Domino's Pizza stores in Poland for the term of the Domino's agreement and any renewal term. Through PKP, the Company operates 16 Domino's Pizza stores. These stores, which operate under individual franchise agreements, feature carryout services and delivery services to all customers who can be reached in approximately 30 minutes. The stores also provide limited customer seating. The typical Domino's Pizza store size is approximately 1,000 square feet and is located in a residential area with a high base of telephone installations. One Domino's store shares space with an existing Burger King restaurant.

The Company's Domino's Pizza stores offer various types of pizza, soft drinks, salads, sandwiches, breadsticks and ice cream, and the Company anticipates that its future Domino's Pizza stores will offer other food items. The Company typically offers pizzas for the zloty equivalent of approximately $4.52 to $8.84, depending upon the size of the pizza and the number of toppings selected. The Company believes, to the extent a comparison is possible, that the prices the Company charges for meals is comparable to the prices charged by its American-style fast food competitors in Poland..

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