SOBIKS SUBS INC, 10SB12G, 1996-07-29

SOBIKS SUBS INC
10SB12G, 1996-07-29

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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS

UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

SOBIK'S SUBS, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)

NEVADA 59-3356-011
- ----------------------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)

9400 SOUTH DADELAND BOULEVARD, SUITE 720, MIAMI, FLORIDA 33156
- ----------------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)

Issuer's Telephone Number, (305) 670-0746
----------------------

Securities to be registered pursuant to 12(b) of the Act: None

Securities to be registered pursuant to 12(g) of the Act:

COMMON STOCK $.001 PAR VALUE
--------------------------------
(Title of Class)

<PAGE>

INFORMATION REQUIRED IN REGISTRATION STATEMENT

PART I

Contemporaneously with the filing of this Form 10-SB, the Company will be
effecting a corporate name change from Sobik's Subs, Inc. to Interfoods of
America, Inc.

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Sobik's Subs, Inc., a Nevada corporation (the "Company"), is presently
engaged in the business of (i) establishing, developing, operating, franchising,
servicing, and owning restaurants nationally under the name SOBIK'S(R) SUBS and
(ii) operating 11 Popeyes(R) chicken franchises in South Florida as a
franchisee. The Company currently has three wholly-owned subsidiaries: (1) SBK
Franchise Systems, Inc., which, through an exclusive master license with Sobik's
Sandwich Shops, Inc., the franchiser of Sobik's Subs restaurants, develops,
franchises and services the Sobik's franchises; (2) Sobik's Restaurant Corp.,
which establishes, owns, and operates Sobik's Subs Shops; and (3) Sailormen,
Inc., which currently is the franchisee for the 11 Popeyes restaurants in South
Florida.

Maddison Avenue Marketing, Inc. ("Maddison"), the predecessor to the
Company, was incorporated on November 18, 1987 in British Columbia, Canada.
Maddison was initially organized to operate in business marketing, advertising
and public relations. However, due to disagreements among management concerning
internal management policies, the business intent of Maddison was subsequently
abandoned. In March, 1991, under new management, Maddison entered into the
acquisition business and increased its authorized capital to 2,500,000 shares,
of which 2,000,211 were issued. Due to economic conditions and the decline of
business locally, Maddison became inactive.

On May 13, 1994, Maddison organized FD Chemicals, Inc. as a Nevada
corporation and wholly owned subsidiary of Maddison. On May 19, 1994, the
shareholders of Maddison exchanged all of their shares in Maddison (an aggregate
of 2,000,211 shares) for all of the shares held by Maddison in FD Chemicals Inc.
(an aggregate of 2,000,211 shares) on a one-share-for- one-share basis. Upon
consummation of the share exchange, Maddison became an inactive corporation
while looking for a viable business for a possible merger.

On June 30, 1995, the Company entered into an exchange agreement (the
"SBK Agreement") with SBK Franchise Systems, Inc. ("SBK"), a Florida corporation
organized on March 12, 1993, whereby 4,000,000 shares of common stock of the
Company were exchanged for all of the issued and outstanding capital stock of
SBK. SBK is engaged in developing, franchising and servicing Sobik's Sub Shops
franchises through an exclusive licensed obtained from Sobik Sandwich Shops,
Inc., the franchisor of the Sobik's Sub Shops restaurants. See "Sobik's License
Agreement." Upon consummation of the SBK Agreement, SBK became a

<PAGE>

wholly owned subsidiary of the Company. Subsequently, on July 7, 1995, FD
Chemicals, Inc. changed its name to Sobik's Subs, Inc.

In connection with SBK Agreement, on June 27, 1995, the Company also
formed SBK Foods, Inc., a Florida corporation, as a wholly owned subsidiary. On
July 12, 1995, the name was changed to Sobik's Restaurant Corp., which was
organized for the purpose of establishing, owning and operating Sobik's Sub
Shops, pursuant to a franchise agreement with SBK. Currently, Sobik's Restaurant
Corp. owns and operates 9 Sobik's Sub Shops.

On January 22, 1996, the Company, Sailormen, Inc. ("Sailormen"), a
Florida corporation, and the shareholders of Sailormen, Inc. entered an
Agreement and Plan of Reorganization (the "Sailormen Agreement"). Under the
Sailormen Agreement, effective May 14, 1996, the Company issued 2,500,000 shares
of its common stock to the shareholders of Sailormen in exchange for all of the
issued and outstanding shares of capital stock of Sailormen. Sailormen was
organized in 1984 under the laws of the state of Florida. Pollo Grande, Inc., a
wholly owned subsidiary of Sailormen, was organized in April of 1993 as a
Florida corporation. Upon consummation of the transaction, Sailormen became the
Company's third wholly owned subsidiary and Pollo Grande, Inc. continued to
exist as a wholly owned subsidiary of Sailormen.

The following chart sets forth the Company's corporate structure:
<TABLE>
<CAPTION>

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SOBIK'S SUBS, INC.

(NEVADA CORPORATION)
(FORMERLY FD CHEMICALS, INC.)

------------------------------------------------------------------------------------------------------------------------

100% ownership

100% ownership pursuant pursuant to
to June 30, 1995 100% ownership January 22, 1996

Exchange Agreement organized June 27, 1995 Sailormen Agreement

--------------------------------- ------------------------------ ------------------------
SBK Franchise Systems, Inc. Sobik's Restaurant Corp. Sailormen, Inc.

(FLORIDA CORPORATION) (FLORIDA CORPORATION) (FLORIDA CORPORATION)

--------------------------------- ------------------------------ ------------------------

-----------------------------

Pollo Grande, Inc.

(FLORIDA CORPORATION)

-----------------------------

</TABLE>

<PAGE>

The Company's headquarters is located at 9400 South Dadeland Boulevard,
Suite 720, Miami, Florida 33156 and its telephone number is (305) 670-0746.

SUB SANDWICH BUSINESS SEGMENT

HISTORY

In 1965, the Sobik family opened its first sandwich shop in Orlando,
Florida, under the name "The Q.P. Sandwich Shop". In 1969, the Sobik family
opened the first Sobik's Subs Shop in Altamonte Springs, Florida. During the
following years, several other Sobik's Sub Shops were opened throughout Central
Florida. In 1972, Sobik's Sandwich Shops, Inc., which is owned by the Sobik
family, sold its first franchise in Apopka, Florida. In 1993, through an
exclusive license agreement, Sobik's Sandwich Shops, Inc. granted SBK, a wholly
owned subsidiary of the Company engaged in developing, franchising and servicing
Sobik's Sub Shops, the exclusive right to develop, sell and service Sobik's Sub
Shop franchises throughout the world.

THE SOBIK'S LICENSE AGREEMENT

On March 1, 1993, SBK and Sobik's Sandwich Shops, Inc. entered into an
exclusive license (the "License") agreement, which included an assignment of
License and Franchise Agreements with 39 franchisees and the right to acquire
the Sobik's trademark and logo upon specified terms and conditions. The term of
the License is for ten years and SBK has the option of purchasing all of the
rights under the License for approximately $100,000 at the end of the fifth
year. SBK assumed all rights, duties and obligations as franchisor under said
License and Franchise Agreements pursuant to the assignment.

THE JUNE 25, 1996 AGREEMENT

Pursuant to an Agreement between Robert S. Berg, Steven M. Wemple,
James S, Byrd, Norman Kaufman and Sobik's Subs, Inc. dated June 25, 1996, ("the
June 1996 Agreement"), James S. Byrd has resigned from all his capacities as an
officer of the Company and will resign as director of the Company and its
subsidiaries at such time as the Company's stock becomes listed on the National
Association of Securities Dealers Automated Quotation System ("Nasdaq"). Norman
R. Kaufman resigned as an officer of the Company and its subsidiaries, and will
resign as a director of the Company and its subsidiaries at such time as the
Company's stock becomes listed on Nasdaq.

Subsequently, the parties agreed to modify the June 1996 Agreement
whereby the Company would transfer all shares of Sobik's Restaurant Corp. to
James S. Byrd, Jr. and are in the process of amending the June 1996 Agreement in
writing to reflect this change.

<PAGE>

OPERATIONS

Through its wholly owned subsidiary SBK, the Company is engaged in
franchising restaurants (the "Restaurants/Units") operating under the federally
registered service mark SOBIK'S(R) and the name "Sobik's Subs". As of May 1,
1996, there were 39 franchised Restaurants in operation and agreements were in
place for the opening of an additional 10 franchised Restaurants and 9
Company-owned Restaurants.

The Restaurants offer a menu of submarine (sub) style sandwiches (also
referred to as hoagies or heroes, in some regions of the United States), salads,
soups, pastas, desserts and beverages. The Company believes that the sub
sandwiches offered in the Restaurants are distinctive in the market because they
can be served grilled or cold and the Restaurants incorporate proprietary
recipes and ingredients. These ingredients, recipes and techniques are
controlled by the Company through trade secret protection and non-disclosure
agreements with suppliers, to provide uniformity of taste and quality among all
of the Restaurants. Most of the ingredients used in the Restaurants, including
sandwich dressings, tuna mix blends, take-out garlic oil blend and marinara
sauce, are prepared for or approved by the Company in accordance with recipes
developed by the Company. Additionally, the Company believes that the
Restaurants offer a more varied menu compared to its competitors and each sub
sandwich is made to order.

The Company believes that quality ingredients are essential to the
success of the Restaurants. In order to help achieve this goal, all ingredients
must be purchased by franchisees from approved suppliers to maintain quality and
uniformity of taste, and the Company requires its franchisees to purchase
ingredients that are of a higher quality than those used in most other sub
sandwich restaurants. As a result, the food products offered in the Restaurants
are generally of a higher quality than those of the typical fast food operation.

Each Restaurant have a distinctive trade dress, incorporating a
comfortable dining area with a delicatessen feeling with typical deli counters,
green cabinetry and counters and red, yellow and green striping throughout. Open
kitchens, where every submarine sandwich is made to order, help contribute to
the ambiance of the Restaurants.

The following table presents historical average sales information per
Restaurant for the periods indicated:

Year Ended Average Sales
SEPTEMBER 30 PER RESTAURANT
------------ --------------
1994 $185,000

1995 $190,000

The average sales per Restaurant data provided above was derived by
taking the gross sales for the entire time period indicated divided by the
number of such Restaurants. All of the

<PAGE>

Restaurants from which the above information was derived were operating in
Florida. There is an established market in Florida for the Sobik's concept that
may not be present in all locations.

CONCEPT AND STRATEGY

The Company's marketing strategy is to position the Restaurants between
fast food and full-service dining. As a result of growing public awareness of
the high fat, cholesterol and salt content of typical fast food products, the
Company believes that consumers are looking for a healthy and tasty alternative
to typical fast foods. The Company believes that today's busy families are
looking for a more convenient and reasonably priced alternative to full-service
dining. The Company believes that the Sobik's Sub Shops combine quick service,
higher quality food products, with a comfortable in-house dining area having a
deli-like ambiance. The Sobik's Sub Shops have a well-lit atmosphere with a
cheerful color scheme enhancing the customers dining experience. The combination
of fast, healthy foods, relaxing atmosphere, and reasonable pricing encourages
customers to frequent Sobik's Subs.

A primary growth strategy for the Company is based on the "Conjunctive
Use" concept. The term 'Conjunctive Use' is the "marrying" of two or more
separate complimentary businesses under one facility. The Company's believes
that the fast-food industry lends itself to rapid and substantial growth
adapting utilizing the "Conjunctive Use" concept to Sobik's Sub Shops
franchises. During the past eighteen months, convenience store chains and
operators, grocery store chains and operators, and other types of general
merchandising outlets have determined that a tremendous profit opportunity is
provided for them through the implementation of a 'conjunctive use' or 'branded
food' partnership or program within their facility. Specifically, many
convenience store and grocery chains are becoming fast-food franchisees, so that
they can "marry" their concept and traffic driving potential with a readily
identifiable brand of food. This not only provides these retail outlets with a
separate, low investment profit center, but also drives additional traffic to
their door, which will result in a national increase in other merchandise sales.

Recently, fast food chains such as Subway, KFC, McDonalds, Burger King,
Popeyes, and Taco Bell have successfully exploited this rapidly growing
phenomenon by entering into partnerships with, or selling franchises to
convenience stores and grocery chains. The convenience store industry, as a
whole, is rapidly moving to "partner" up with branded foods, and certain
analysts have predicted that as many as eighty percent (80%) of all convenience
stores will employ some type of branded food program during the coming
thirty-six (36) months. There are 93,200 convenience stores across the United
States which translates into a huge potential for the Conjunctive Use. The
Company has already moved to take advantage of this enormous opportunity by:

/bullet/ The opening of 8 Company owned Units inside convenience
stores;

/bullet/ The execution of a multi-uni franchise agreement with Reliance
Petroleum, Inc for placement of future Sobik's Sub Shops
inside of convenience stores in the Tampa, Florida area of
which one has been opened in July, 1996;

<PAGE>

/bullet/ The execution of a multi-unit franchise agreement with Island
Food Stores of Jacksonville, Florida to open Sobik's in
Jacksonville, Tampa and Ocala, Florida. 2 of which have
already opened;

/bullet/ The execution of a territorial development agreement for
Ocala, FL with five Units planned in Ocala over the next five
years of which one has been opened in July, 1996;

/bullet/ The execution of a territorial development agreement for
development of the State of Nebraska, with 60 Units contracted
for over a 10 year period. Three Units have already opened in
Lincoln, Nebraska; and

/bullet/ The execution of a multi-unit agreement with Delco Oil of
Volusia County, Florida for the placement of Sobik's
company-owned Restaurants inside 10 Fina convenience stores in
Deland, DeLeon Springs, Orlando and other Florida areas.
Currently, there are 5 Units operating under this agreement.

Although Sobik's is not as large as its competitors which include
Subway, KFC, Taco Bell, McDonald's and others, Sobik's believes that it has a
unique advantage in the Conjunctive Use area, over each of these giants, as
follows:

1. Sobik's, like Subway and Blimpies, but unlike McDonalds,
KFC, Taco Bell, and others, is a clean and simple concept which does
not involve major structural renovations including hoods, fryers and
the like. Because of this, a sub sandwich concept is a lower
investment, simpler, and much more preferable type of conjunctive use
for a typical convenience store owner, particularly the independent or
small chain operator who cannot afford the expensive capital
renovations necessary to place a hamburger, fried chicken or pizza food
system within the convenience store. Additionally, insurance premiums
increase when fryers and large ovens are required in restaurants.

2. Because Sobik's is relatively new, it is not precluded by
territorial restrictions resulting from its franchise agreements from
entering into, or further penetrating, many major markets across the
United States, unlike Subway's and, to a lesser extent, Blimpies who
have such restrictions. A number of medium to large convenience store
chains which desire to deal with one food franchise with whom they can
be identified, are seeking other alternatives to Subway and Blimpies
because of these restrictions..

3. Sobik's is a low investment, simple concept. In contrast to
the sixty to one-hundred and thirty thousand dollars ($60,000.00 to
$130,000.00) which is the typical cost for opening a standard
stand-alone Sobik's Sub Shop, a Restaurant can be placed within a
convenience store for thirty to forty-five thousand dollars ($30,000.00
to $45,000.00). Given the fact that the convenience store owner or
operator will already have paid for the facility, and that overhead
will only consist of food, labor costs, and marginal overhead costs,
the return on investment is much greater for this type of application
than a standard

<PAGE>

franchise Unit. Thus, the convenience store operator can have the best
of both worlds with a Sobik's Sub franchise: A low investment, simple,
high return concept.

AREA DIRECTORS

The Company believes that its primary vehicle for achieving its
Company's planned growth is expected to be its Area Director marketing program
(the "AD Program"), established by the Company in September of 1995, and
designed to assist the Company in accelerating the marketing and sale of
franchises and the selection of Restaurant locations in the Exclusive Area
("Exclusive Area"). Each Exclusive Area is established with reference to "areas
of dominant influence" of local television broadcast stations as defined by
broadcast industry standards. The Company's growth strategy clusters Restaurants
in particular television markets, in order to facilitate implementation of its
advertising program. See "Advertising." The Company intends to use trade shows
and print media to market its AD Program. As of May 1, 1996, the Company had one
Area Director who had undertaken to open 60 new Restaurants in the State of
Nebraska. The Company plans to recruit additional Area Directors to serve key
market areas across the country that will be defined through "areas of dominant
influence" of television broadcast stations so as to facilitate advertising
efforts.

Under the AD Program, the Company grants an Area Director the right to
sell, on behalf of the Company, Sobik's franchises in a specified market area
pursuant to an Area Director Agreement. Upon execution of an Area Director
Agreement (the "AD Agreement") with the Company, an Area Director is required to
pay the Company an Exclusive Area Development Fee (the "EAD Fee") based upon the
following formula: a sum equal to the total of the area population multiplied by
3 cents. The EAD Fee is deemed fully earned by the Company when paid and is not
refundable, although that portion of the fee attributable to purchase of a
franchise for the Area Director's flagship Restaurant is not recognized as
revenue until that Restaurant is opened. The EAD fee is subject to future
adjustment by Company.

In order to develop a thorough understanding of the operation of a
Restaurant, Area Directors are generally obligated to purchase a franchise and
open and operate a franchised flagship Restaurant in an Exclusive Area (the
"Exclusive "Area") as defined in the AD Agreement, and pursuant to the Company's
then current Franchise Agreement, within a specified period after execution of
the AD Agreement. The Area Director is also granted the right to purchase
franchises and to open and operate additional Restaurants within its Exclusive
Area, and to market franchises to third-parties for Restaurants to be located
within the Exclusive Area within a specific period of time. The Area Director
undertakes to open, directly or through the sale of franchises to third-parties,
a specified number of franchised Restaurants within its Exclusive Area during
the term of the AD Agreement. The AD Agreement does not grant an Area Director
the exclusive right to market franchises or solicit franchisees in the Exclusive
Area, but it does grant the Area Director the right to receive certain fees and
royalties, described in more detail below, from all franchised Restaurants (but
not Company-owned Restaurants) established in its Exclusive Area during the term
of the AD Agreement. The Company reserves

<PAGE>

the right, under the AD Agreement to market and sell franchises and to establish
Company-owned Restaurants in an Exclusive Area.

Each Area Director must maintain an office within the Exclusive Area
and actively promote the sale of Company franchises within the Exclusive Area.
The Area Director is obligated to visit with prospective franchisees and refer
appropriate locations for franchised Restaurants within the Exclusive Area to
the Company for consideration. The Company's franchise sales materials are made
available to the Area Director for his use.

The Area Director receives compensation for the services provided under
the AD Agreement in the form of a commission based upon the gross sales of each
franchised Restaurant within the Exclusive Area opened and operated during the
term of the AD Agreement. The Area Director's commission is calculated
separately for each franchised Restaurant within the Exclusive Area, based upon
the weekly gross sales. The commission rate is established by reference to a
sliding scale which ranges from one-half of one percent to 2 1/2 percent of
weekly sales. The Area Director is entitled to receive commissions for a period
of 15 years following the opening of each franchised Restaurant, notwithstanding
the expiration of the AD Agreement (unless the AD Agreement is terminated upon
the occurrence of a event of default). This approach rewards the Area Director
for selecting higher quality franchisees and higher quality locations, while
discouraging the Area Director from selecting locations that are too close
together. In addition to the foregoing, the Area Director is entitled to receive
an initial fee of $5,000 for each franchise sold within the Exclusive Area. The
commissions and the amount of the initial fee are subject to future adjustment
by Company.

The use of Area Directors to facilitate the sales of franchised Units
is used by many of the Company's competitors. The Company's AD Program, however,
differs from those of its major competitors in the submarine sandwich market in
that training, quality assurance, and operations support for the Restaurants is
not delegated to the Area Director. Rather, those matters become the
responsibility of SBK upon the opening of a franchised Restaurant and are
governed by the Franchise Agreement entered into by SBK and the franchisee.
Furthermore, SBK retains complete control over the approval of each franchisee
and Restaurant location by requiring, among other things, that the Franchise
Agreement and all related documents be executed by officers of the Company and
not by Area Directors. As a result, SBK's Area Directors are focused on the
three areas that are best addressed by local representation: franchise sales,
assistance in Restaurant site selection, and ongoing supervision.

Under the multi-unit territorial development agreement, ("Addendum to
Franchise Agreement"), the SBK retains the right to select or approve the
location of all new Restaurants, whether franchised or Company-owned. SBK's
policy is to approve Restaurant sites only if they have the attributes that SBK
believes are necessary for profitable Restaurant operations. SBK has conducted a
comprehensive marketing study which, among other things, will provide SBK with
more detailed demographic information and information on the occupation, income
and other characteristics of the current customers of the Restaurants. Census
data will then be analyzed to identify sub-areas within each market area that
have a population meeting SBK's "customer

<PAGE>

profile" that will support a Restaurant. That information, along with
considerations such as the availability and cost of real estate and employees,
is used by SBK to select sites for each Restaurant that offer the best prospects
for success of the Restaurant.

FRANCHISE PROGRAM

Under the Franchise Agreement and the Addendum to Franchise Agreement,
SBK authorizes individuals and companies ("Franchisee") to establish and operate
Restaurants at an approved location pursuant to the terms of a Franchise
Agreement with SBK. SBK retains the right to approve the terms of the
Franchisees' lease. Under the Franchise Agreement, SBK undertakes to perform
certain services with respect to the opening and operation of a Restaurant. In
connection with the opening of a Restaurant, those services include (i) approval
of the proposed Restaurant location, (ii) review and approval of construction
plans for the Restaurant, (iii) identification of sources of supply for items
which are ordinarily necessary to operate a Restaurant, (iv) an operations
manual providing detailed instructions with respect to operation of the
Restaurant, (v) training with respect to the SBK's method of operations,
including operating procedures, food preparation techniques, controls, promotion
programs, management and public relations, and (vi) pre-opening assistance.
After opening of the Restaurant, SBK provides continuing advise and consultation
with respect to operation of the Restaurant as well as oversight of such
operations to assure that the Restaurant conforms to SBK's standards and
requirements.

All Sobik's franchising is performed by SBK, and is done pursuant to a
written Franchise Agreement, pursuant to which SBK licenses to Franchisees, the
right to use the Sobik's name, logo, trademark, and system. Additionally, SBK
provides training and support for Franchisees, assists in and provides other
services to Franchisees pursuant to the terms of a written Franchise Agreement
between the parties.

Currently, there are 33 Sobik's franchisees, operating 41 franchise
Units. SBK receives a ten thousand dollar ($10,000.00) initial franchise fee
(from which it must pay sales commissions and expenses), in addition to a four
percent (4%) weekly royalty payment (amended to five percent (5%) for those
agreements executed in the fourth quarter of 1995) and a four percent (4%)
weekly advertising contribution. The advertising contribution is held and
distributed in a fiduciary capacity, and is utilized for the purpose of
establishing and administering local, regional, and national advertising
programs on behalf of the Sobik's system. The average yearly gross Restaurant
volume for a Sobik's franchise Unit is approximately one hundred ninety thousand
dollars ($190,000.00), so SBK has a contractual right to receive between 4% to
6% of the gross sales of a franchise Unit, depending upon the particular
franchise agreement. The fees are subject to future adjustment by SBK.

Upon execution of the current form of Franchise Agreement used by SBK,
Franchisees are obligated to pay SBK an initial fee of $10,000. Franchisees are
also required under the current Franchise Agreement to pay SBK a continuing
royalty fee of 5% of the Franchisees' gross sales. Franchise Agreements executed
prior to the fourth quarter of 1995, provided for a lower continuing royalty
fee. Gross sales is defined as all sales, whether on credit or for cash, and all

<PAGE>

revenues from any source caused by the operation of the Unit, whether directly
or indirectly relating to the operation thereof. Sales tax and any other state
or federal tax which is collected by Franchisees from customers and remitted to
any government agency are deducted from gross sales prior to calculation of the
royalty payment. Franchisees are also obligated under the current Franchise
Agreement to pay an advertising fee to SBK in an amount equal to 4% of the
Franchisees' gross sales, which fees are used by SBK exclusively for national,
regional and local campaigns to enhance and build the image and goodwill of the
Sobik's system. There are certain other fees that must be paid by Franchisees to
SBK in order to reimburse SBK for costs incurred in connection with the
establishment of a Restaurant. The total average cost to Franchisees for opening
a Restaurant ranges between $60,000 and $130,000, including funds to cover the
initial franchise fee, with most of the variation attributable to differences in
the costs of leasehold improvements for the Restaurant.

All of the purchasing of the ingredients for the food products offered
in the Restaurants is done by Franchisees, with SBK maintaining approval of the
food products purchased. This approval ensures quality control by SBK of those
products offered in the Restaurant.

Franchisees, or a person designated by Franchisees and approved by SBK,
is obligated to devote his or her full time, attention and efforts to the
performance of the Franchisees' duties under the Franchise Agreement relating to
the operation of the Restaurant. Franchisees agree in the Franchise Agreement to
use their best efforts to produce maximum volume of gross sales in the
Restaurant. The Restaurant must be operated continuously on such days and during
such minimum hours, as are required by SBK, unless restricted by Franchisees'
lease or other rules applicable to the Restaurant. Franchisees agree to maintain
books and records for the Restaurant in accordance with the requirements and
specifications set forth from time to time by SBK. Franchisees are required by
the Franchise Agreement to be responsible for submitting all required reports to
SBK when and in the manner or format required by SBK. Franchisees must submit
copies of all proposed advertising or promotional materials for approval by SBK
prior to use. SBK must give its written approval to any advertising or
promotional materials before Franchisees are authorized to use such materials.

SBK expects that Restaurants operating within its franchise system will
emphasize quality "submarine" sandwiches. In order to satisfy customer
expectations regarding menus and service, SBK requires substantial uniformity
among all Restaurants. All Restaurants must conform to the decor and menu
specifications of SBK. Franchisees are not allowed to sell any goods or services
at a Restaurant other than those goods and services specified by SBK.

COMPANY-OWNED RESTAURANTS

Currently there are nine Company-owned restaurants which provide a
significant additional source of revenue for the Company. The Company also
believes that owning and operating Restaurants will provide it with continuous
feedback concerning the opportunities and problems faced by Restaurant
operators. The Company-owned Restaurants will provide the Company with

<PAGE>

a controlled environment for the testing of new menu items and a substantial
platform for the roll-out of new products and programs.

REVENUES

As described above, SBK's revenues are derived from a number of
sources, including a 5% royalty on all sales at franchised Restaurants, a per
Restaurant franchise fee of $10,000 and fees collected from Area Directors for
the grant of territorial Restaurant marketing rights ($0.03 per capita in the
Exclusive Area). Franchisees and Area Directors pay fees to SBK only once in
connection with execution of Franchise Agreements and AD Agreements as described
above. Royalties provide a long term source of revenue. Revenue from the sale of
Area Director rights are expected to decline as the number of remaining
exclusive areas available for sale to Area Directors declines. However, as that
source of revenue declines other sources of revenue, such as franchise fees and
royalties, are expected to increase as the number of franchised Restaurants in
operation increases. The royalty rate and franchise fees currently charged by
SBK have been set at a relatively low level compared to its major competitors in
the submarine sandwich market to foster growth in the number of Restaurants. As
SBK's chain of franchised Restaurants grows, the Company may increase royalty
rates and franchise fees in new Franchise Agreements to levels charged by
comparably sized franchised restaurant operations. Establishment of SBK-owned
Restaurants is expected to provide an additional source of revenue for SBK. SBK
is also evaluating other opportunities for creating additional sources of
revenue. Opportunities currently under consideration include developing an
equipment leasing program for new franchisees, developing standardized computer
software for the Restaurants that would be licensed or used to provide
bookkeeping services to franchises, development of real estate sites to be
leased to franchisees and implementation of a program whereby SBK would acquire
an ownership interest in flagship Restaurants opened by Area Directors.

MARKETING

Franchisees' are required to contribute four percent (4%) of gross
sales weekly to a general marketing fund. (a weekly advertising contribution).
The proceeds generated by the Marketing Fund are used to create, administer,
promote and advertise the Sobik's Sub Restaurant chain for the benefit of
Franchisees and SBK stores.

ADVERTISING

Sobik's advertising staff is developing advertising campaigns for use
at all levels to support consumer sales in all of its locations. One-third of
the advertising fees paid to the Company by Franchisees will go into a
"national" fund to be used to develop advertising both to attract customers to
the Restaurants and to position Sobik's in the restaurant market. Campaigns
developed using the "national" fund will be created with television, radio, and
print elements, which are available to each local Sobik's market. To date, only
regional television and radio campaigns have been undertaken because SBK's
business is currently regional in scope.

<PAGE>

Each local market will be set up as a separate Advertising Cooperative
which coincides with the area of dominant influence of local television
broadcast stations. The local cooperative utilizes the balance of advertising
fees paid by franchisees (two-thirds) as working media dollars placing SBK
developed advertising commercials on television and radio and printing direct
mail or fliers for distribution to consumers in the immediate area surrounding a
Restaurant. Some local cooperative funds may be used for promotional sales
activities as well, such as sponsorship of events, or food to support media
events.

Consumer advertising chain wide also is funded by a vendor program in
which marketing funds are solicited by SBK from vendors on behalf of all
Restaurants once a year. A small portion of these funds are used to support
"national" fund programs which benefit all Restaurants. The majority of the
funds are distributed periodically to Advertising Cooperatives on a pro-rated
basis according to the number of Restaurants in that cooperative.

In addition to SBK advertising support, each Restaurant pursues local
marketing strategies, such as distribution of coupons and fliers in the
immediate area of the Restaurant and point of sale materials displayed in the
Restaurant.

FRIED CHICKEN/POPEYES FRANCHISE BUSINESS SEGMENT

HISTORY

The Company operates its 11 Popeyes Famous Fried Chicken and Biscuits
("Popeyes") franchises through its wholly owned subsidiary, Sailormen,
Inc.("Sailormen") and Sailormen's wholly-owned subsidiary, Pollo Grande Inc.
("Pollo Grande"). Sailormen was incorporated in Florida, in 1984, to own and
operate eight (8) Popeyes franchises spun-off from another corporation that
owned the franchises starting in 1978. Pollo Grande was incorporated in Florida
in 1993 to own and operate three (3) Popeyes restaurants in Broward County,
Florida. Both Sailormen and Pollo Grande were acquired by the Company in May
1996. All of the Popeyes restaurants are located in South Florida (Dade and
Broward counties).

OPERATIONS

The Popeyes menu features a unique spicy fried chicken, which each
restaurant prepares daily on premises and serves with a biscuit. In addition to
its spicy fried chicken, the Popeyes menu contains up to 20-25 other items,
including seasonal entrees, such as seafood dishes, and side items, such as
non-alcoholic beverages, red beans and rice, french fries, mashed potatoes with
gravy, cole slaw, and Cajun rice. Almost all of these items are prepared fresh
daily on the premises of each restaurant. The Popeyes menu is designed to appeal
to a large cross-section of the population, concentrating on the 18-49 age
group. Most of Sailormen's Popeyes restaurants are open seven days a week, from
10:00 am to midnight, and serve lunch and dinner. In 1995, there were 932
Popeyes units in operation in the U.S. and Popeyes ranks third behind KFC and
Church's Chicken. Management estimates that about 100 of these Popeyes are in
Florida. The information presented herein was obtained from the NATION'S
RESTAURANT NEWS, ("NRN") August

<PAGE>

7, 1995 (NRN Top 100 Market Share). The Company believes that this information
is the most current information of its kind available. According to NRN,
national average sales per unit for Popeyes was $772,000 annually. Sailormen's
average realized sales per unit in 1995 was $795,000.

BUSINESS STRATEGY

The Company's business strategy is to expand carefully, either through
the acquisition of existing Popeyes units that can benefit from management's
expertise in improving operations or through conversion of selected sites
formerly occupied by other fast food units. Management believes the Company has
a competitive advantage over other operators because of management's successful
track record in site selection to cater to demographics and demand, and high
retention rates for the managers of its units (15-20% turnover as opposed to
150% for the industry). The Company's marketing philosophy emphasizes local
direct mail advertising (negligible electronic media) to turn small marketing
areas into loyal marketing bases by providing value purchasing.

FRANCHISE AGREEMENT

Sailormen franchises its Popeyes restaurants from America's Favorite
Chicken Company (the "Franchisor"), a Minnesota corporation which was organized
on July 27, 1992, to succeed to the interest of Al Copeland Enterprises, Inc.
("Enterprises"), a Texas corporation, pursuant to a Plan of Reorganization
confirmed on October 22, 1992, by the United States Bankruptcy Court for the
Western District of Texas, Austin Division, which became effective on November
5, 1992. The Franchisor maintains its principal place of business at Two
Concourse Parkway, Suite 600, Atlanta, Georgia 30328. Franchisor does business
under its corporate name and under the trade names and service marks "Popeyes"
and "Popeyes Famous Fried Chicken and Biscuits".

Each of the Company's Popeyes restaurants are operated under a separate
franchise agreement from the Franchisor. The franchise agreements are for an
initial term of 20 years, and may be extended for an additional ten-year term
upon the payment of one-half of the then-applicable franchise fee (currently at
$25,000) and the execution of a renewal franchise agreement (provided a written
notice of election is submitted not less than twelve months or more than
eighteen months prior to the end of the primary term), which may provide for
increased royalties and advertising contributions, and pursuant to which the
Company may be required to remodel or re-equip its restaurants to meet the
then-current standards of the Franchisor. The Company is required to pay the
Franchisor a royalty fee equal to 5% of the gross sales of each franchise
restaurant for its first five years of operation, and 5.5% of gross sales
thereafter. The royalty fee is payable weekly. The franchise agreements require
the Company to construct and operate its Popeyes restaurants in accordance with
the detailed requirements of the Popeyes System. All franchisees and the
managers of their restaurants are required to attend, at the franchisee's
expense, training courses conducted by the Franchisor.

The Franchisor makes centralized purchasing arrangements for basic menu
items (such as chicken, beverages, french fries, corn, rice, and jalapeno
peppers), supplies, and equipment. The

<PAGE>

Company is free to negotiate and buy from any approved vendor. The Franchisor
has approximately 100 approved non-chicken vendors and approximately 20 approved
chicken vendors. The flours, batters, seasonings, mixes, sauces, dressings, and
meats, used to prepare Popeyes spicy fried chicken and other Popeyes menu items,
constitute the proprietary products (the "Proprietary Products"). The
Proprietary Products are produced by an affiliate of the Franchisor. Sailormen
and Pollo Grande have a Distribution Agreement with a distribution company
approved by the Franchisor for the supply of food products, dry goods and
related supplies, except for fresh poultry, carbonated beverages and various
other goods, on an exclusive basis. The Distribution Agreement commenced on
March 8, 1996 and will last for 10 years and renew annually thereafter unless
terminated with 60 days notice by either party.

MARKETING

Franchisees' are required to contribute three percent (3%) of gross
sales weekly to a general marketing fund. (a weekly advertising contribution).
The proceeds generated by the Marketing Fund are used to create, administer,
promote, and advertise the Popeyes Famous Chicken & Biscuit chain for the
benefit of franchisees.

ADVERTISING

All Popeyes company and franchise restaurants are required to
contribute 3% of their weekly gross sales to the Popeyes Famous Chicken &
Biscuit Advertising Fund (the "Popeyes Advertising Fund") for regional and local
advertising conducted by the Franchisor. The terms of the Popeyes Advertising
Fund require that all contributions and earnings be used by the Franchisor
exclusively to meet the costs of the advertising and promotional activities for
Popeyes restaurants. If the Company and other franchisees become members of any
non-profit advertising cooperatives that are organized by franchisees in certain
major television markets in which they may be located, the advertising
contribution is reduced up to 1%.

GOVERNMENT REGULATIONS

The Company is subject to Federal Trade Commission ("FTC") regulation
and several state laws which regulate the offer and sale of franchises. The
Company is also subject to a number of state laws which regulate substantive
aspects of the franchisor-franchisee relationship. The FTC's Trade Regulation
Rule on Franchising (the "FTC Rule") requires the Company to furnish to
prospective franchisees, a franchise offering circular containing information
prescribed by the FTC Rule.

State laws that regulate the offer and sale of franchises and the
franchisor-franchisee relationship presently exist in a substantial number of
states. State laws that regulate the offer and sale of franchises require
registration of the franchise offering with state authorities. Those that
regulate the franchise relationship generally require the franchisor to deal
with its franchisees in good faith, prohibit interference with the right of free
association among franchisees, limit the imposition of standards of performance
on a franchisee and regulate discrimination against

<PAGE>

franchisees in charges, royalties, or fees. Although such laws may restrict a
franchisor in the termination of a franchise agreement by, for example,
requiring "good cause" to exist as a basis for the termination, advance notice
to the franchisee of the termination, an opportunity to cure a default, and a
repurchase of inventory or other compensation, these provisions have not had a
significant effect on the Company's franchise operations. The Company is not
aware of any pending franchise legislation which in its view is likely to affect
significantly the operations of the Company. The Company believes that its
operations comply in all material respects with the FTC Rule and the applicable
state franchise laws.

Each Restaurant is subject to licensing and regulation by a number of
governmental authorities, which may include health, sanitation, safety, fire,
building and other agencies in the state or municipality in which the Restaurant
is located. Difficulties in obtaining or failure to obtain the required licenses
or approvals could delay or prevent the development of a new Restaurant in a
particular area. The Company is subject to federal and state environmental
regulations, but these have not had a material effect on the Company's
operations. More stringent and varied requirements of local governmental bodies
with respect to zoning, land use, and environmental factors could delay or
prevent the development of a new Restaurant in a particular area.

The Company is also subject to state and federal labor laws that govern
its relationship with its employees, such as minimum wage requirements,
overtime, working conditions, and citizenship requirements. Current
Congressional proposals relating to mandated employee health care programs may
also impact the Company, if they become law. Significant numbers of food service
and preparation personnel are paid at rates governed by the federal minimum
wage. Accordingly, increases in the benefits under any of these laws would
increase labor costs to the Company and its franchisees.

COMPETITION

GENERALLY

The statistics discussed below were obtained from the NATION'S
RESTAURANT NEWS, August 7, 1995 (NRN Top 100 Market Share). The Company believes
that this information is the most current available.

The restaurant industry is highly competitive with respect to price,
service, food quality, and location, and there are numerous well-established
competitors possessing substantially greater financial, marketing, personnel,
and other resources than the Company. There is also active competition for
restaurant managers and hourly restaurant employees, as well as intense
competition for commercial real estate suitable as sites for quick-service
restaurants.

<PAGE>

LEADING BURGER AND SUBMARINE CHAINS WITH AT LEAST 600 RESTAURANTS

BURGER CHAINS NO. OF UNITS SUB CHAINS NO. OF UNITS
- ------------- ------------ ---------- ------------
McDonalds 10,175 Subway 10,351
Burger King 6,400 Blimpie 1,920
-------
Dairy Queen 4,935 12,271
Wendy's 4,263
Hardee's 3,405
Sonic 1,500
Jack-in-the-Box 1,240
Carl's Jr. 639
---
TOTAL 32,557

The Company is required to respond to various factors affecting the
restaurant industry, including changes in consumer preferences, tastes, and
eating habits, demographic trends and traffic patterns, increases in food and
labor costs, and national, regional and local economic conditions. A number of
fast food restaurant companies have recently been experiencing flattening growth
rates and declines in average sales per restaurant, in response to which certain
of such companies have adopted "value pricing" strategies. Such strategies could
have the effect of drawing customers away from companies which do not engage in
discount pricing and could also negatively impact the operating margins of
competitors, including the Company, which do attempt to match competitors' price
reductions.

SOBIK'S SUBS SHOPS

The Company competes in the sandwich segment of the fast food industry,
a segment long dominated by hamburger chains. Subway, the nation's largest
submarine sandwich restaurant chain, has grown significantly in recent years and
expected to have a total of 10,351 units opened by the end of 1995. The
expansion of Subway has drawn attention to submarine sandwiches, during a time
of growing concern relating to beef and fried foods. Despite the growth of
Subway, its sales revenues make up less than 6% of the total sales revenue of
the 18 largest sandwich chains. The Company believes that the submarine sandwich
segment is underdeveloped, and that demand for submarine style sandwiches will
continue to grow. Blimpie, the second largest submarine sandwich chain is
expected to have 1,920 units opened at the end of calendar year 1995. Most of
the other submarine sandwich chains currently have less than 150 units each or
are primarily concentrated in their home markets, i.e., Miami Subs (Florida),
Cousins (Wisconsin), Togos (California) and Tubby's (Michigan).

Other national non-submarine sandwich chains have added submarine
sandwiches to their menus, further adding the awareness of the category. Dominos
Pizza is delivering a limited line of submarine sandwiches to their menus.
Convenience stores have been offering pre-made "commodity type" cold submarine
sandwiches in their stores for over a decade.

<PAGE>

Of the top 100 restaurant chains, 18 are sandwich chains, which include
burgers and taco chains. These top 18 sandwich chains have $47 billion in annual
sales, with 56,829 restaurant units. Subway and Blimpie are the ONLY sub
sandwich chains found in the top 18. Subway's U.S. system wide food service
sales is $2.9 billion, with 10,351 units operating. Blimpie's total sales is
$345 million with 1,920 units operating. The size of the sub sandwich market
continues to grow, primarily as a result of a decrease in the burger market
share.

The Company's major competitors, including Blimpie, have followed
Subway closely in the style and quality of the product, creating very little,
if any differentiation in the market. Subway offers a low-cost product, in a
fast food style restaurant, with limited seating. The Company believes that it
has positioned the Restaurants between the traditional fast food restaurant and
full-service dining, and has focused on higher quality products, to distinguish
the Restaurants from their competitors. There can be no assurances, however,
that consumers will be able to distinguish between the Company's products and
those of its competitors. Moreover, competitors such as Blimpies and Subways
have better name recognition than the Company and have dedicated substantially
more funds toward marketing and advertising than the Company.

In addition to its Restaurant operations, the Company competes with
fast food chains, major restaurant chains and other franchisors for franchisees.
Many franchisors, including those in the restaurant industry, have greater
market recognition and greater financial, marketing, and human resources than
the Company. The Company believes that it can compete successfully for
franchisees for several reasons. The franchise fees and royalties charged by SBK
tend to be lower than those of its major submarine sandwich competitors. The
total cost of opening a Sobik's Restaurant tends to be lower than that of
hamburger fast food and full-service dining restaurants. The ratio of sales
revenue per restaurant to restaurant opening costs is also better for Sobik's
Restaurants than for most of its competitors. Finally, the ambiance of
Restaurants offers Franchisees a pride in ownership that is unique to the
Sobik's concept.

POPEYES RESTAURANTS

The fast-food restaurant business is highly competitive and is often
affected by changes in taste and eating habits of the public, and local and
national economic conditions affecting spending habits, population, and traffic
patterns. The principal bases of competition in the industry are food quality,
speed of service, and price; but advertising, location, and attractiveness of
facilities are also important. Popeyes competes with other national fried
chicken chains such as KFC and Church's, and with all other quick-service
restaurants, including national and regional restaurant chains, and with
convenience stores, delicatessens, cafeterias, and grocery stores which sell
convenience and microwave food, some of which have greater financial resources,
larger advertising budgets, and more national recognition than those of Popeyes.

As a result of a national trend in national eating habits toward
greater chicken consumption, many quick-service restaurant chains that are not
identified with chicken have added a variety of chicken items to their menus.
While the Company believes that its spicy fried chicken is distinguished from
the chicken offered by its competitors by unique seasonings and tastes,

<PAGE>

product quality, and freshness, there can be no assurances that the consumer
will enjoy its distinctive recipe or that competitors will not offer
substantially similar recipes.

INTELLECTUAL PROPERTY PROTECTION

As part of the License Agreement between SBK and Sobik's Sandwich
Shops, Inc., SBK has the right to purchase the SOBIK'S SUBS trademark. Sobik's
Sandwich Shops, Inc. owns one federal registration in the United States Patent
and Trademark Office for the Sobik's service mark.

The Company seeks to maintain its proprietary rights by trade secret
protection and by the use of non-disclosure agreements with its employees and as
required by its suppliers and employees. Competitors or customers of the Company
may nevertheless be able to copy certain aspects of its recipes.

EMPLOYEES

The Company employs a total of 310 persons, on a full-time and
part-time basis. Of these employees, 225 are employed in Popeyes franchises, 35
as field management personnel and the balance (190 persons) on a part-time
basis, and 85 in Sobik's operations, of which 6 are in corporate management, 4
are in administration, 6 are field management personnel and 74 are part-time.
None of the employees belong to a union and the Company has not experienced any
work stoppages. The Company believes that its labor relations are satisfactory.

The Company's headquarters is located at 9400 South Dadeland Boulevard,
Suite 720, Miami, Florida 33156 and its telephone number is (305) 670-0746.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases 2,500 square feet of office space at 1059 Maitland
Center Parkway, Maitland, Florida 32751. The base rent under the lease is $2,500
per month. The lease expires on December 31, 1996. These offices are used to
administer the Company's sandwich operations. The Company also leases 2600
square feet of office space at 9400 South Dadeland Boulevard, Miami, Florida
33156. The monthly lease expense for the Miami offices is $3,250.00. The lease
expires on December 31, 1996. These offices are used to administer all Company
operations.

The Company does not currently make any investments in real estate or
interests in real estate, including real estate mortgages or securities issued
by person primarily engaged in real estate activities, and the Company does not
now intend to make such investments in the future. The Company anticipates that
Company-owned Restaurants will be established primarily in leased premises, but
the Company may elect to purchase a Restaurant site in certain locations.

Of the 9 Sobik's Subs restaurants operated by the Company at May 1,
1996, none of the land and buildings were owned by the Company. Of the 11
Popeyes restaurants operated by the

<PAGE>

Company, three were on land owned by the Company with the rest being on leased
premises. The Company usually tailors the lease term according to the term of
the franchise agreement. The monthly lease expense on leased properties range
between $2,128 to $7,045. The lower base rent leases may also contain additional
payments to the lessor as percentage of sales.

Below are the 9 Sobik's Subs restaurants operated by the Company at
May 1, 1996:
<TABLE>
<CAPTION>

SOBIK'S SUBS, INC. RESTAURANT CORPORATE LOCATIONS
-------------------------------------------------
STORE
- -----
NO. NAME LOCATION MONTHLY RENT SQ. FT.
- --- ---- -------- ------------ -------
<S> <C> <C> <C> <C>

32 Titusville 3855 S. Hopkins Ave., Titusville $1,372.00 1,380

65 Merritt Island 1452 N. Courtenay Pkway, Merritt Island $1,590.00 1,200

69 Goldenrod 3011 N. Goldenrod Rd., Winter Park 9% of Sales 150

70 Westwood 6177 Westwood Blvd., Orlando 50% of Profit 150

77 Spring Garden 702 S. Spring Garden, DeLand 7.5% of Net Sales 180

78 Sanford 217 S. Park Avenue, Sanford 7.5% of Net Sales 170

79 E. Colonial 6793 E. Colonial Dr., Orlando 7.5% of Net Sales 150

80 DeLeon Springs 5145 N. Hwy. 17, DeLeon Springs 7.5% of Net Sales 150

81 Lake Mary 750 Lake Mary Blvd., 7.5% of Net Sales 150

</TABLE>

Below are the 11 Popeyes restaurants operated by the Company, three
on land owned by the Company with the rest being on leased premises with on
store currently closed at May 1, 1996:

POPEYES PROPERTY LEASED
==============================================================================================================================
Initial Cost of
Square Agreement Lease
Location Monthly Fees Footage Signed* Per Month
==============================================================================================================================
<S> <C> <C> <C> <C>
May 18, 1978

5534 NW 7th Ave. 5% gross sales (20 year lease, 10 year
Miami, FL 3% gross sales (advertising) 2,100 renewal option) $2,100.00

11205 SW 152nd St. 5% gross sales
Miami, FL 3% gross sales (advertising) 2,100 July 17, 1980 $2,460.80

650 NE 79th St. CLOSED - rent paid
Miami, FL pending disposition 2,400 December 10, 1980 $1,875.00

$3,000 OR

1355 W. Sunrise Blvd. 5% gross sales 7% of gross sales-
Ft. Lauderdale, FL 3% gross sales (advertising) 2,400 March 1, 1993 whichever is higher

12100 NW 7th Ave. 5% gross sales
Miami, FL 3% gross sales (advertising) 2,400 May 23, 1983 $2,500.00

20690 NW 2nd Ave. 5% gross sales
Miami, FL 3% gross sales (advertising) 2,600 October 4, 1984 $4,166.67

233 Hillsboro Blvd. 5% gross sales
Deerfield Beach, FL 3% gross sales (advertising) 2,400 February 1, 1995 $6,000.00

1501 NW 20th St. 5% gross sales
Miami, FL 3% gross sales (advertising) 2,400 December 28, 1984 $3,500.00

3291 W. Broward Blvd. 5% gross sales
Ft. Lauderdale, FL 3% gross sales (advertising) 2,400 July 12, 1994 1,500.00

* - All 20 year leases, 10 year renewal option

POPEYES PROPERTY OWNED

==============================================================================================================================
Initial Amount of
Square Agreement Mortgage
Location Monthly Fees Feet Signed*
==============================================================================================================================

2490 NW 79th St 5% gross sales
Miami, FL 3% gross sales (advertising) 2,100 July 19, 1978 $240,000

3285 NW 183rd St. 5% gross sales
Miami, FL 3% gross sales (advertising) 2,400 June 8, 1979 $ 240,000

1695 NW 103rd St. 5% gross sales
Miami, FL 3% gross sales (advertising) 1,500 August 3, 1983 $240,000

* - All 20 year leases, 10 year renewal option
</TABLE>
<PAGE>

<PAGE>

ITEM 3. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The current executive officers, directors and significant employees of
the Company are as follows:

NAME AGE POSITION
- ---- --- --------

Robert S. Berg 37 Chairman, President, and Chief
Executive Officer

Steven M. Wemple 43 Director, Vice President, Chief
Operating Officer, Secretary and
Treasurer

James S. Byrd, Jr. 37 Director

Norman R. Kaufman 42 Director

- --------------

The current Board of Directors for SBK Franchise Systems, Inc. are
James S. Byrd, Jr., Norman R. Kaufman, and Steven M. Wemple. The current Board
of Directors for Sobik's Restaurant Corp. are James S. Byrd, Jr., Norman R.
Kaufman, and Steven M. Wemple. The current Board of Directors for Sailormen,
Inc. are Robert S. Berg, James S. Byrd, Jr., and Steven M. Wemple. The current
Board of Directors for Pollo Grande are Robert S. Berg, James S. Byrd, Jr., and
Steven M. Wemple.

Pursuant to the June 1996 Agreement, James S. Byrd and Norman R.
Kaufman will resign as directors of the Company of each of the Company's
subsidiaries, at such time as the Company's Common Stock is listed on the
Nasdaq.

Each director is elected to hold office until the next annual meeting
of stockholders and until his successor is elected and qualified. The officers
of the Company serve at the pleasure of the Company's board of directors.

The following sets forth certain biographical information with respect
to the directors, executive officers and significant employees of the Company.

ROBERT S. BERG has been the Director, President and Chief Executive
Officer of the Company since May 1, 1996. Since 1987, Mr. Berg has served as
President of Sailormen, Inc., a wholly owned subsidiary of the Company. Mr.
Berg, following the signing of the June 1996 Agreement, now serves as Chairman
of the Board of the Company.

STEVEN M. WEMPLE has served as the Vice President, Chief Operating
Officer and Treasurer of the Company since June, 1996. Mr. Wemple is in charge
of all operational and

<PAGE>

financial matters relating to the Company's business. Additionally, since June,
1996, he has served as President of Sobik's Restaurant Corp., a wholly owned
subsidiary of the Company engaged in owning and operating Sobik's restaurants.
Since 1985, Mr. Wemple has served as Vice President of Sailormen, Inc. prior to
the acquisition of Sailormen by the Company. Mr. Wemple was with Church's Fried
Chicken prior to joining Sailormen in 1995.

JAMES S. BYRD, JR., Chairman of the Board of the Company since June,
1995, has been a partner with the law firm of Schoene & Byrd since 1988. Mr.
Byrd has acted as legal counsel to the Sobik's companies since 1988 and oversees
all transactional activities including all franchise compliance and corporate
transactions of the Company. Mr. Byrd is also a founding director of SBK
Franchise Systems, Inc., a subsidiary of the Company. Mr. Byrd, following the
signing of the June 1996 Agreement, no longer serves as Chairman of the Board of
the Company.

NORMAN R. KAUFMAN, has been a Director of the Company since June, 1996.
Mr. Kaufman was Vice President in June, 1996, and was responsible for overseeing
and supervising the operations of SBK. Mr. Kaufman was responsible for all
operational matters, including concept development, overseeing chain
distribution, menus, products and franchisee relations and marketing. Mr.
Kaufman has resigned as an officer of the Company and its subsidiaries and will
resign as a director of the Company and its subsidiaries at such time as the
Company's stock becomes listed on Nasdaq. Mr. Kaufman has twenty years
experience in the fast-food restaurant industry, having worked with Hardees Food
Systems (franchise operator, 1992-93), Popeyes Fried Chicken (marketing and
operations; 1988-1992) and SBK. (1994-1996).

There are no family relationships among any of the executive officers
or directors of the Company, none of the board of directors or executive are
directors of any other public entities, and none of the executive officers or
directors of the Company are the subject to any legal proceedings.

<PAGE>

ITEM 4. REMUNERATION OF DIRECTORS AND OFFICERS

Below is the aggregate annual remuneration of each of the highest paid
persons who are officers or directors of the Company during the Company's last
fiscal year. The Company's fiscal year end was September 30, 1995.
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

====================================================================================================================================
Annual Compensation Long-Term Compensation

----------------------------------------------------
Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------------

Other Under- All
Annual Restricted lying LTIP Other
Name and Salary Bonus Compen- Stock Options/ Payouts Com-
Principal Position Year ($) ($) sation Award(s) SARs ($) pensa-
($) ($) (#) tion
$
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Robert S. Berg* Sept.
Chief Executive 1995- $190,000 N/A $26,400** N/A N/A N/A N/A
Officer and President Sept.
1996

- ------------------------------------------------------------------------------------------------------------------------------------
James S. Byrd Sept

Chairman** 1994- $ 60,000 N/A $ 6,000** N/A N/A N/A N/A
Sept.
1995

====================================================================================================================================
</TABLE>

* On May 1, 1996, Robert S. Berg was appointed President and a director
of the Corporation. James S. Byrd, Jr. was Chairman of the Board since
June, 1995. Mr. Byrd. following the signing of the June 1996 Agreement,
resigned as Chairman of the Board on

June 25, 1996.

** This amount is based on the annual automobile allowance.

The Company currently does not have employment agreements with Robert
S. Berg, Chairman, President and Chief Executive Officer of the Company and
Steven M. Wemple, Director, Vice President, Chief Operating Officer, Secretary
and Treasurer of the Company. The Company does intend to enter into written
employment contracts with Robert S. Berg and Steven M. Wemple in the foreseeable
future.

<PAGE>

OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth information with respect to the grant of
options to purchase shares of Common Stock during the fiscal year ending Sept.
31, 1996 to each person named in the Summary Compensation Table.
<TABLE>
<CAPTION>

Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise of
Options/SARs Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Shares) Date
- ---- ---------- ----------- ---------- ----
<S> <C> <C> <C> <C>

Robert S. Berg -0- -0- -0- -0-

James S. Byrd, -0- -0- -0- -0-
</TABLE>

OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the exercise
of options to purchase shares of Common Stock during the fiscal year ending
Sept. 31, 1996 to each person named in the Summary Compensation Table and the
unexercised options held as of the end of the 1995 fiscal year.
<TABLE>
<CAPTION>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND 1995 FISCAL YEAR END OPTION VALUES
--------------------------------------

Less Exercise
Value Realized
(Market Price) at
Shares Exercise less Number of Unexercised Value of Unexercised
Acquired on Exercise Price Options at FY-End In the Money Options at FY-End
NAME EXERCISE PRICE EXERCISE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

Robert S. Berg -0- -0- -0- -0- -0- -0-

James S. Byrd, Jr. -0- -0- -0- -0- -0- -0-

</TABLE>

STOCK OPTION PLAN

The Company has reserved 333,333 shares of its Common Stock for
issuance upon the exercise of options to be granted or available for grant under
an Employees Stock Option Plan ("ESOP"). Options granted under the ESOP will
include incentive stock options ("ISOs") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), and non-qualified
stock options ("NQOs"). Under the terms of the ESOP, all officers and employees

<PAGE>

of the Company will be eligible for ISOs. The Compensation Committee of the
Board of Directors will determine in its discretion, based upon pre-established
performance criteria, which persons will receive ISOs, the applicable vesting
provisions, and the exercise term thereof. The terms and conditions of each
option grant may differ and will be set forth in the optionee's individual stock
option agreement. The Company currently has not prepared the ESOP. In order to
qualify for certain preferential treatment under the Code, ISOs must satisfy the
statutory requirements thereof. Options that fail to satisfy those requirements
will be deemed NQOs and will be subject to other rules under the Code.

<PAGE>

ITEM 5. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 12, 1996 (a) by each person
known to the Company to own beneficially or more than 10% of any class of the
Company's securities, including those shares subject to outstanding options and
(b) by each of the Company's Officers and Directors and (c) by all officers and
directors of the Company as a group. As of July 12, 1996, there were 7,418,349
shares of Common Stock of the Company issued and outstanding. Except as
otherwise set forth, the address of each of the individuals described below is
9400 S. Dadeland Boulevard, Suite 720, Miami, Florida 33156.

Name and Address Shares Beneficially Percent
OF OWNER OWNED OF CLASS
- ---------------- ------------------- --------

Robert S. Berg(1)
Chairman, President
Chief Executive Officer 1,671,250 22.53%

Steven M. Wemple(1)
Director, Vice President, Chief
Operating Officer, Secretary, Treasurer 716,250 9.65%

James S. Byrd, Jr.(1)(2)
Director 1,250,000 16.85%

Norman R. Kaufman(1)(2)
Director 1,250,000 16.85%
--------- ------

All Officers and Directors
as a Group (4 persons) 4,887,500 65.88%
========= ======
- -------------------

(1) Pursuant to the June 1996 Agreement, James S. Byrd, Jr. and Norman R.
Kaufman have tendered their unconditional proxies to vote their
respective shares to Robert S. Berg and Steven M. Wemple. In the event
that the shares of common stock owned by James S. Byrd, Jr. and Norman
R. Kaufman are sold, those shares shall be released from any obligation
arising from the June 1996 Agreement, the proxies, and the Shareholder
Voting Agreement.

(2) The address is 807 South Orlando Avenue, Suite H, Winter Park, Florida
32789.

Pursuant to the June 1996 Agreement, the Company will purchase 400,000
shares of common stock from James S. Byrd, Jr. at the price of $1.00 per share
in monthly increments of 5,000 shares per month with the first purchase on July
25, 1996. Following the Company's

<PAGE>

listing of the Company's Common Stock on the Nasdaq OTC Bulletin Board, Mr. Byrd
will have the right to sell his remaining shares of Common Stock in a private
sale to any purchasing party (pursuant to federal and state securities and other
laws) at 200,000 for the first quarter following the Nasdaq listing and 100,000
shares of common stock per quarter thereafter, with the Company retaining the
right of first refusal with respect to the sales of the shares

Pursuant to the June 1996 Agreement, 200,000 shares of the Company's
common stock will be transferred to Steven M. Wemple on or before July 25, 1996
as follows: (i) 50,000 shares from James S. Byrd, Jr., (ii) 100,000 shares from
Norman R. Kaufman, and (iii) 50,000 shares, registered to Magic Properties and
delivered by James S. Byrd, Jr. who has control over those shares. These shares
will be held in escrow and delivered when the Company stock is approved for
Nasdaq listing.

SHAREHOLDERS VOTING AGREEMENT

On April 17, 1996, James S. Byrd, Jr., the then Chairman of the Board
of the Company, Norman Kaufman, a Director of the Company, on the one hand, and
Robert S. Berg, Chairman of the Board, President and Chief Operating Officer of
the Company, George Carter, the supervisor of those Popeyes restaurants operated
by Pollo Grande, and Steven Wemple, Vice President, Chief Operating Officer,
Secretary, Treasurer and a Director of the Company, on the other hand, entered a
Shareholders Voting Agreement. Under the terms of the Shareholders Voting
Agreement, the parties agreed to vote their stock in favor of a board of
directors of the Company made up of an equal number of nominees from Byrd and
Kaufman on the one hand, and Berg, Carter, and Wemple on the other hand, so that
Byrd and Kaufman will nominate 50% of the Board members, and Berg, Carter and
Wemple will nominate 50%. In addition, the parties agreed that Byrd and Kaufman,
or their nominees, will always elect the majority of the Company's subsidiaries,
SBK and Sobik's Restaurant Corp.'s board of directors, and Berg and Wemple, or
their nominees, will elect the majority of the Sailormen Board, thereby ensuring
the continued management of the respective companies by the respective parties.

Pursuant to the June 1996 Agreement, James S. Byrd, Jr. and Norman R.
Kaufman have tendered their unconditional proxies to vote their shares to Robert
S. Berg and Steven M. Wemple. In the event that the shares of common stock owned
by James S. Byrd, Jr. and Norman R. Kaufman are sold, those shares shall be
released from any obligation arising from the June 1996 Agreement, the proxies,
and the Shareholder Voting Agreement. The Shareholder Voting Agreement is
amended by the June 1996 Agreement to reflect the terms of the June 1996
Agreement. The June 1996 Agreement, in amending the Shareholder Voting
Agreement, stipulated that the term of the Shareholder Voting Agreement is three
years commencing June 25, 1996.

ITEM 6. INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Messrs. Berg and Wemple jointly own all of Elk River Aviation Inc., a
charter aircraft company. Sailormen, Inc. has used and plans to continue using,
the services of Elk River on a

<PAGE>

demand basis. Although, in the past, Sailormen paid one-half of the rate charged
to other customers by Elk River, subsequent to the acquisition of Sailormen by
the Company, Elk River will be charging regular rates to Sobik's. In fiscal year
1995, Sailormen paid $8,000 to Elk River. In addition, Sailormen has been
providing free book keeping services for an apartment building owned by Messrs.
Berg and Wemple. Subsequent to the acquisition of Sailormen by the Company, said
book keeping services will be billed at cost.

Schoene & Byrd, a law firm one whose principals is Mr. James S. Byrd,
Jr., has been provided office space and secretarial help free of charge at
Sobik's offices. Effective June 1, 1996, Schoene & Byrd will lease 300 square
foot office space for $800.00 per month from the Company and pay the cost of
secretarial services provided by the Company. The lease will terminate on
December 31, 1996.

Pursuant to the June 1996 Agreement and commencing on July 15, 1996 and
terminating on July 15, 1997, the Company will pay James S. Byrd, Jr. $2,500 per
month for consulting fees. Also, pursuant to the June 1996 Agreement and
commencing on July 30, 1996 and terminating on July 30, 1997, the Company will
pay Norman R. Kaufman $2,500 per month for consulting fees. Both James S. Byrd,
Jr. and Norman R. Kaufman will make themselves available to the Company for a
minimum of 10 hours per month.

ITEM 7. DESCRIPTION OF SECURITIES

The Company's authorized capital consists of 25,000,000 shares of
Common Stock, $0.001 par value and 2,000,000 shares of Preferred Stock, $0.001
par value. As of May 24, 1996, the Company had 7,418,349 shares of common stock
issued and outstanding. No preferred stock was issued and outstanding.

The transfer agent for the Company is Pacific Stock Transfer, 3690
South Eastern, Las Vegas Nevada 89193.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share
held of record on each matter submitted to a vote of shareholders, and are not
entitled to cumulate their votes in the election of directors. This means that
holders of more than 50% percent of shares voting for the election of directors
can elect all of the directors. The holders of 50% percent of the outstanding
Common Stock constitute a quorum at any meeting of shareholders, and the vote by
the holders of a majority of the outstanding shares are required to effect
certain fundamental corporate changes, such as liquidation, merger or amendment
of the Articles of Incorporation.

The Common Stock has no preemptive or other subscription rights and
there are no conversion rights or redemption or sinking fund provisions. Shares
of Common Stock are not liable for further call or assessment.

<PAGE>

Holders of shares of Common Stock are entitled to receive ratably any
dividends as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of the Company, holders of common stock are entitled
to share ratably in all assets remaining after payment of liabilities and
distribution to holders of preferred stock, if any.

PREFERRED STOCK

The 2,000,000 shares of authorized and unissued Preferred Stock may be
issued with such designations, powers, preferences and other rights and
qualifications, limitations, and restrictions thereof as the Board of Directors
may authorize without further action by the Company's shareholders, including,
but not limited to: (i) the distinctive designation of each series and the
number of shares that will constitute such series; (ii) the voting rights, if
any, of shares of such series; (iii) the dividend rate on the shares of such
series, any restrictions, limitation or condition upon the payment of such
series may be redeemed, if such shares are redeemable; (v) the purchase or
sinking fund provisions, if any, for the purchase or redemption of shares of
such series; (vi) any preferential amount payable upon shares of such series in
the event of liquidation, dissolution, or winding up of the Company or the
distribution of its assets; and (vii) the prices or rates of conversion at
which, and the terms and conditions on which, the shares of such series may be
converted into other securities, if such shares are convertible.

The rights of holders of Common Stock as described above will be
subject to, and may be adversely affected by, the rights of holders of any
Preferred Stock that may be issued in the future.

<PAGE>

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

The Company's Common Stock trades in the over-the-counter market. There
was no trading in the Company's Common Stock prior to October, 1995. The
following table shows the quarterly high and low bid prices for 1995 and 1996 as
reported by the National Quotations Bureau Incorporated. These prices reflect
inter-dealer quotations without adjustments for retail markup, markdown or
commission, and do not necessarily represent actual transactions.

YEAR PERIOD HIGH LOW
---- ------ ---- ---

1995 First Quarter N/A N/A
Second Quarter N/A N/A
Third Quarter N/A N/A
Fourth Quarter $6.75 $6.00

1996 First Quarter $7.00 $4.75
Second Quarter $6.00 $1.875

At May 24, 1996 there were approximately 354 Holders of record of the
Company's Common Stock.

ITEM 2. LEGAL PROCEEDINGS

There is no material pending legal proceedings to which the Company or
any of its subsidiaries is a party or which any of their property is the
subject.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None/ Not Applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

The following information sets forth certain information with respect to
all securities of the Company sold by it in the past three years. since July
22, 1993, which securities were not registered under the Securities Act of 1933,
as amended (the "Securities Act").

On May 19, 1994, the shareholders of Maddison exchanged all of their
shares in Maddison (an aggregate of 2,000,211 shares) for all of the shares held
by Maddison in FD Chemicals Inc. (an aggregate of 2,000,211 shares) on a
one-share-for-one-share basis. Upon consummation of

<PAGE>

the share exchange, Maddison became an inactive corporation while looking for a
viable business for a possible merger.

On June 30, 1995, the Company entered into an exchange agreement (the "SBK
Agreement") with SBK, whereby 4,000,000 shares of common stock of the Company
were exchanged for all of the issued and outstanding capital stock of SBK.

On January 22, 1996, the Company, Sailormen, and the shareholders of
Sailormen entered the Sailormen Agreement. Under the Sailormen Agreement,
effective May 14, 1996, the Company issued 2,500,000 shares of its common stock
to the shareholders of Sailormen in exchange for all of the issued and
outstanding shares of capital stock of Sailormen.

Between October 1995 and May 31, 1996, the Company issued 1,521,730
shares of Common Stock for consideration of $863,025 cash, in reliance upon the
exemption afforded by Rule 504 of Regulation D under the Securities Act (the
"Rule 504 Offering"); no underwriting discounts or commissions were paid.

On May 3, 1996, Sobik's Subs, Inc. authorized and issued 112,500 shares
of restricted common stock to George Carter in consideration for his performance
as supervisor of those Popeyes restaurants operated by Pollo Grande, authorized
and issued 1,671,250 shares of restricted common stock to Robert S. Berg, and
authorized and issued 716,250 shares of restricted common stock to Steven M.
Wemple.

ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 78.751 of the General Corporation Law of Nevada, under which
jurisdiction the Company is incorporated, empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise. A corporation may indemnify against
expenses (including attorneys' fees) and, other than in respect of an action by
or in the right of the corporation, against judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding if the person indemnified acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action by or in the right of the corporation, no indemnification of expenses may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which such action was brought shall determine that, despite
the adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 78.751 of
the General Corporation Law of Nevada further provides that to the extent a
director, officer, employee or agent of the corporation has been successful in
the defense of any

<PAGE>

action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

PART F/S

The following financial statements are filed as part of this registration
statement on Form 10-SB:

<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS

The following list describes the exhibits filed as part of this
registration statement on Form 10-SB:

EXHIBIT NUMBER

3.1 Articles of Incorporation of Sobik's Subs, Inc. dated May 13, 1994 (1)

3.2 ByLaws of Sobik's Subs, Inc. dated May 13, 1994 (1)

4.1 Specimen of Common Stock Certificate(2)

9.1 Shareholders Voting Agreement dated April 17, 1996(1)

10.1 Form of Company Franchise Agreement, including the Addendum to
Franchise Agreement.(1)

10.2 Trademark Licensing Agreement dated March 1, 1993.(1)

10.3 Franchise Agreement between SBK Franchise Systems, Inc. and
Sailormen, Inc. dated March 2, 1995.(1)

10.4 Exclusive Trademark Licensing Agreement Sobik's Sandwich Shops, Inc.
and SBK Franchise Systems, Inc. dated March 1, 1993.(1)

10.5 Agreement and Plan of Reorganization between Sobik's Subs, Inc. and
Sailormen, Inc. dated January 22, 1996.(1)

10.6 List of Sobik's Subs franchisees.(1)

10.7 Exchange Agreement between FD Chemicals, Inc. and
SBK Franchise Systems, Inc. dated June 19, 1995.(1)

10.8 Agreement between Robert S. Berg, Steven M. Wemple, James S, Byrd,
Norman Kaufman and Sobik's Subs, Inc. dated June 25, 1996.(1)

21.1 Subsidiaries of Sobik's Subs, Inc.(1)

<PAGE>

27. Financial Data Schedule incorporated by reference in the Financial
Statements.(1)

- -------------------

(1) Filed herewith.
(2) To be filed by Amendment.

<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant causes registration to be signed on its behalf by the
undersigned, thereunto duly authorized, on this _____ day of ___________, 1996.

SOBIK'S SUBS, INC.
(Registrant)

By: /S/ ROBERT S. BERG
Robert S. Berg, President,
Chief Executive Officer,
Director and Chairman.

In accordance with the requirements of the Securities Exchange Act of
1934, this Registration Statement has been signed below by the following persons
in their capacities on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ ROBERT S. BERG President, Chief
- ----------------------- Executive Officer,
Robert S. Berg Director and Chairman _______, 1996

/s/ STEVEN M. WEMPLE Director, Vice President,
- ----------------------- Chief Operating Officer,
Steven M. Wemple Secretary and Treasurer _______, 1996

/s/ JAMES S. BYRD, JR. Director
- ----------------------- _______, 1996
James S. Byrd, Jr.

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS

SOBIK'S SUBS, INC. AND SUBSIDIARIES

MARCH 31, 1996
<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1996

(WITH INDEPENDENT AUDITORS' REPORT THEREON)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Independent Auditors' Report 1

Consolidated Financial Statements:

Consolidated Balance Sheet 2

Consolidated Statement of Operations 3

Consolidated Statement of Stockholders' Equity 4

Consolidated Statement of Cash Flows 5

Notes to the Consolidated Financial Statements 6

Supplemental Pro Forma Results of Operations (Unaudited) 11

Pro Forma Consolidated Financial Statements:

Pro Forma Consolidated Balance Sheet (March 31, 1996) 12

Pro Forma Consolidated Statement of Operations 13

Pro Forma Consolidated Balance Sheet (September 30, 1995) 14

Pro Forma Consolidated Statement of Operations 15

Notes to Unaudited Pro Forma Consolidated Financial Statements 16

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Sobik's Subs, Inc. and Subsidiaries:

We have audited the accompanying consolidated financial statements of Sobik's
Subs, Inc. and subsidiaries as of March 31, 1996, and the related consolidated
statements of operations, stockholders' equity and cash flows for the six months
then ended. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sobik's Subs, Inc.
and subsidiaries, as of March 31, 1996, and the results of their operations and
their cash flows for the six months then ended, in conformity with generally
accepted accounting principles.

/s/ JAMES, PARKS, TSCHOPP & WHITCOMB, P.A.

May 22, 1996
Maitland, Florida

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

March 31, 1996

ASSETS

Current assets:
Accounts receivable $ 5,713
Inventory 13,600
Prepaid expenses 3,770
---------
Total current assets 23,083

Furniture and equipment, net (note 2) 422,499

Other assets:
Deposits 4,610
Intangible assets, less accumulated amortization of $5,120 29,880
---------
480,072
=========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Bank overdraft 42,629
Accounts payable and accrued expenses 120,686
Notes payable to stockholders (note 5) 13,150
---------
Total current liabilities 176,465

Stockholders' equity:
Capital stock, 25,000,000 shares authorized at $.001 par value;
4,011,337 shares issued and outstanding 4,011
Additional paid-in capital 517,174
Accumulated deficit (167,310)
Treasury stock at cost, 1,000,000 shares (note 3) (50,268)
---------
Total stockholders' equity 303,607

Commitment (note 4) $ 480,072
=========

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For the six months ended March 31, 1996

Revenues:
Royalties $ 84,382
Franchise fees 26,000
Transfer fees 7,750
Miscellaneous 37,331
Restaurant sales 113,023
---------

Total revenues 268,486
---------
Cost and expenses:
Cost of sales - restaurant 51,956
General and administrative expenses 391,526
Depreciation and amortization 25,480
---------

468,962
---------

Net loss $(200,476)
=========

Net loss per share $ .06
=========

See accompanying notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the six months ended March 31, 1996

RETAINED
COMMON STOCK ADDITIONAL EARNINGS
--------------------- PAID-IN (ACCUMULATED TREASURY
SHARES $ CAPITAL DEFICIT) STOCK TOTAL
---------- ------- ---------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balances,
September 30, 1995 6,250,211 $ 6,250 30,910 33,166 (50,268) 120,058
---------- ------- ------- -------- ------- --------

Net loss -- -- -- (200,476) -- (200,476)

3 for 1 stock split (4,166,808) (4,167) 4,167 -- -- --

Common stock issued 1,927,934 1,928 382,097 -- -- 384,025
---------- ------- ------- -------- ------- --------
Balances,
March 31, 1996 4,011,337 $ 4,011 517,174 (167,310) (50,268) 303,607
========== ======= ======= ======== ======= ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended March 31, 1996

Cash flows from operating activities:
Net loss $(200,476)
Adjustments to reconcile net income to net cash provided
from operating activities: 25,480

Depreciation and amortization
Cash provided by (used for) changes in:
Accounts receivable 9,909
Deposits (4,310)
Inventories (13,600)
Income taxes payable (7,821)
Bank overdraft 42,629
Accounts payable and accrued expenses 111,890
Prepaid expenses (3,770)
---------
Net cash used in operating activities (40,069)
---------
Cash flows from investing activities:
Purchases of property and equipment (197,179)
---------
Net cash used in investing activities (197,179)
---------
Cash flows from financing activities:
Principal payment of long-term debt (5,000)
Repayment of notes payable, stockholders (42,350)
Proceeds from common stock issued 279,025
---------
Net cash provided by financing activities 231,675
---------
Net decrease in cash and cash equivalents (5,573)
Cash and cash equivalents:
Beginning of year 5,573
---------

End of year $ --
=========
Supplemental disclosure of noncash financing and investing activities:
During the period ended March 31, 1996, the Company exchanged 25,000
shares of common stock for furniture and equipment which was recorded
at a value of $105,000.

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 1996

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

(A) ORGANIZATION

The accompanying consolidated financial statements include the accounts
of Sobik's Subs, Inc. (Sobik's or the Company) and its wholly owned
subsidiaries, SBK Franchise Systems, Inc. (SBK) and Sobik's Restaurant
Company. All significant intercompany balances and transactions have
been eliminated in consolidation.

On May 13, 1994, FD Chemicals Inc. (or FD) was incorporated in the
State of Nevada, as a wholly owned subsidiary of Maddison Avenue
Marketing Inc., with capital stock of 25,000,000 shares at $ 0.001 par
value.

Maddison Avenue Marketing Inc., (Maddison) was incorporated in British
Columbia, Canada, on November 18, 1987, with 413 shareholders and
2,000,211 common shares.

On May 19, 1994, Maddison offered a share for share exchange with its
subsidiary, FD Chemicals, Inc. This offer was unanimously accepted by
the shareholders and the parent was absorbed by the subsidiary.
Accordingly, the operations of Maddison was discontinued.

SBK Franchise Systems, Inc. was incorporated under the laws of the
State of Florida on March 8, 1993. It is engaged in franchise sales of
a system of business of producing and merchandising distinctive
specialty sandwiches, related food items and other products, under the
name "Sobik's Subs."

On June 19, 1995, SBK agreed to exchange shares with FD Chemicals,
Inc., a Nevada public company. Accordingly, SBK increased its
authorized share capital to 4,000,000 shares to facilitate, and to
effectuate, the exchange of 4,000,000 shares of the company stock for
4,000,000 shares of FD Chemicals, Inc. stock in a business combination
accounted for as a reverse acquisition. During the period FD and
Maddison were in existence, prior to the reverse acquisition, its only
activity was to raise equity capital. For accounting purposes, the
reverse acquisition is reflected as if SBK issued its stock (4,000,000
shares) for the net assets of FD Chemicals, Inc. The net assets of FD
were not adjusted in connection with the reverse acquisition since they
were monetary in nature. Coincident with the reverse acquisition, FD
changed its name to Sobik's Subs, Inc.

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

Sobik's Restaurant Company was incorporated in 1995 for the purpose of
operating stores in Central Florida, and now operates eleven stores.

At March 31, 1996, there were approximately 55 existing franchises,
including the eleven company owned stores. The stores are located primarily
in the Central Florida area.

(B) REVENUE RECOGNITION

The principal sources of revenues are derived from the collection of
franchise royalties, based on a percentage on the franchise gross
receipts and licensing fees and restaurant sales.

The Company considers all investments, originally purchased with a
maturity of three months or less, to be cash equivalents.

(D) PROPERTY AND EQUIPMENT

Property and equipment acquired from unrelated parties in exchange for
restricted common stock is recorded at the trading price of the stock
on the date of acquisition, less a 40% discount for the restriction,
which management believes to approximate the fair market value of the
equipment acquired.

Property and equipment acquired from controlling shareholders is
recorded at the shareholders' net book value prior to date of
acquisition. All other property and equipment is recorded at cost.
Depreciation is provided using accelerated methods over the following
estimated useful lives:

Leasehold improvements 5 years
Furniture and equipment 5 years
Restaurant equipment 5 years

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

(E) INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes
the enactment date.

(F) INTANGIBLE ASSETS

Intangible assets are recorded at cost and consist of organizational
costs and franchise rights which are being amortized using the
straight-line method over 15 years.

(G) FINANCIAL INSTRUMENTS FAIR VALUE, CONCENTRATION OF BUSINESS AND CREDIT
RISKS

The carrying amount reported in the balance sheet for cash, accounts
receivable, accounts payable and accrued expenses approximates fair
value because of the immediate or short-term maturity of these
financial instruments. Financial instruments which potentially subject
the Company to concentrations of credit risk consist principally of
trade and other accounts receivable which amount to approximately
$6,000. The Company performs periodic credit evaluations of its trade
customers and generally does not require collateral.

(H) USE OF ESTIMATES

Management of the Company has made certain estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure
of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles.
Actual results could differ from those estimates.

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2) FURNITURE AND EQUIPMENT

At March 31, 1996, property and equipment consist of the following:

Leasehold improvements $ 32,368
Furniture and equipment 420,675
-----------
453,043
Less accumulated depreciation (30,544)
-----------
$ 422,499
===========

(3) TREASURY STOCK

On June 2, 1994, the Company purchased 1,000,000 shares of its common stock
from a stockholder at a total cost of $50,268. As of March 31, 1996, the
shares are being held as treasury stock.

(4) COMMITMENTS

The Company has entered into a non-cancelable lease for office space. The
minimum future rental payments for the years subsequent to March 31, 1996,
are as follows:

YEAR ENDED MARCH 31,
--------------------
1997 $ 17,377
1998 11,228

In March 1993, the Company entered into an agreement for the acquisition
and use of franchise and trademarks rights from the previous owner for
$15,000 plus 25% of gross receipts (from franchisees) for the following
five years, payable monthly. Accordingly, intangible assets were recorded
in the amount of $15,000 and the monthly obligations are expensed as
incurred. During the six months ended March 31, 1996, the Company incurred
approximately $21,000 in royalty expense which is included in general and
administrative expense in the accompanying consolidated statement of
operations.

The Company leases its restaurant facilities under agreements where it pays
a percentage of restaurant sales. There are no minimum lease obligations.

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5) RELATED PARTY TRANSACTIONS

At March 31, 1996, the Company was indebted to one of its controlling
shareholders in the amount of $13,150. This note is interest bearing at 7%
and due on demand.

(6) NET INCOME PER SHARE

Net income per share is based on the weighted average shares outstanding of
3,283,064 at March 31, 1996. For purposes of computing the weighted average
number of shares outstanding, the number of shares of SBK stock outstanding
prior to the business combination with the Company has been adjusted as if
the conversion of those shares took place on October 1, 1994.

(7) SUBSEQUENT EVENT

In May, 1996, the Company entered into an agreement to purchase all of the
outstanding stock of Sailormen, Inc. (Sailormen), an operator of eleven
Popeye's Famous Fried Chicken and Biscuits restaurants in South Florida.
The purchase price consisted of 2,500,000 shares of Sobik's Subs, Inc.
stock.

The acquisition has been accounted for by the purchase method of
accounting, and the net assets are included in the Company's consolidated
balance sheet as of May 1996 based on their estimated fair values at the
transaction's effective date. The Company's consolidated statement of
operations will not include the revenues and expenses of the acquired
business until after the effective date of the transaction. The excess of
the purchase price over the estimated fair value of the net assets acquired
(goodwill) of approximately $6,000,000 will be amortized on a straight-line
basis over 40 years. The purchase price allocation is based on estimates of
the fair value of the net assets acquired.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

SUPPLEMENTAL PRO FORMA RESULTS OF OPERATIONS (UNAUDITED)

March 31, 1996

The following unaudited pro forma summary presents the consolidated results of
operations as if the acquisition had occurred at the beginning of periods
presented and does not purport to be indicative of what would have occurred had
the acquisition actually been made as of such date or of results which may occur
in the future.

<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED YEAR ENDED
MARCH 31, 1996 SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
---------------- ------------------ ------------------
<S> <C> <C> <C>
Net sales $ 5,979,023 11,483,878 10,339,205
Net earnings (loss) (6,479) 638,116 198,865
Net earnings (loss) per share (.001) .11 .03
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SOBIK'S SUBS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

March 31, 1996

ASSETS

(UNAUDITED)
SOBIK'S SUBS, ----------------------------
INC. AND SAILORMEN, INC. PRO FORMA PRO FORMA
SUBSIDIARIES AND SUBSIDIARY ADJUSTMENTS MARCH 31, 1996
------------ -------------- ----------- --------------
<S> <C> <C> <C> <C>
Current assets:
Accounts receivable $ 5,713 -- -- 5,713
Inventory 13,600 39,583 -- 53,183
Prepaid expenses 3,770 40,070 -- 43,840
----------- ----------- ----------- -----------

Total current assets 23,083 79,653 -- 102,736

Furniture and equipment, net 422,499 1,417,653 4,555,330 6,395,482

Other assets:
Note receivable -- 220,000 -- 220,000
Deposits 4,610 78,912 -- 83,522
Intangible assets, less accumulated
amortization 29,880 79,667 5,722,909 5,832,456
Due from affiliates -- 113,058 -- 113,058
----------- ----------- ----------- -----------

480,072 1,988,943 10,278,239 12,747,254
=========== =========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Bank overdraft 42,629 130,410 -- 173,039
Note payable, current portion -- 227,455 -- 227,455
Accounts payable and
accrued expenses 120,686 1,317,048 -- 1,437,734
Notes payable to stockholders 13,150 -- -- 13,150
----------- ----------- ----------- -----------

Total current liabilities 176,465 1,674,913 -- 1,851,378

Notes payable, less current portion -- 1,592,269 -- 1,592,269

Stockholders' equity:
Capital stock 4,011 89,000 8,911,000 9,004,011
Additional paid-in capital 517,174 1,230,404 (1,230,404) 517,174
Retained earnings (deficit) (167,310) (1,097,643) 1,097,643 (167,310)
Treasury stock at cost (50,268) (1,500,000) 1,500,000 (50,268)
----------- ----------- ----------- -----------

Total stockholders' equity 303,607 (1,278,239) 10,278,239 9,303,607
----------- ----------- ----------- -----------

$ 480,072 1,988,943 10,278,239 12,747,254
=========== =========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

12
<PAGE>

<TABLE>
<CAPTION>
SOBIK'S SUBS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the six months ended March 31, 1996
PRO FORMA
SOBIK'S SUBS, SIX MONTHS
INC. AND SAILORMEN,INC. PRO FORMA ENDED
SUBSIDIARIES AND SUBSIDIARY ADJUSTMENTS MARCH 31, 1996
------------- -------------- ----------- --------------
<S> <C> <C> <C> <C>
Revenues:
Royalties $ 84,382 - 84,382
Franchise fees 26,000 - 26,000
Transfer fees 7,500 - 7,750
Miscellaneous 37,331 - 37,331
Restaurant sales 113,023 5,710,537 5,823,560
------------- --------- ---------

Total revenues 268,486 5,710,537 5,979,023
------------- --------- ---------

Cost of sales 51,956 4,081,850 4,133,806
------------- --------- ---------
Gross profit 216,530 1,628,687 1,845,217

Other cost and expenses:
General and administrative
expenses 391,526 1,330,716 1,722,242
Depreciation and amortizatio 25,480 69,811 95,291
------------- --------- ---------

417,006 1,400,527 1,817,533
------------- --------- ---------

Operating income / (loss) (200,476) 228,160 (27,684)
------------- --------- ---------
Other income (expenses):
Interest - (88,538) (88,538)
Other - 54,377 54,377
------------- --------- ---------

- (34,161) (34,161)
------------- --------- ---------

Net earnings $ (200,476) 193,999 (6,477)
============= ========= =========
Pro Forma earnings per share

(.001)
Pro Forma average number of =========
shares outstanding 5,783,064
=========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
SOBIK'S SUBS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

September 30, 1995

ASSETS

(UNAUDITED)
---------------------------
SOBIK'S SAILORMEN, PRO FORMA PRO FORMA
SUBS, INC. INC. ADJUSTMENTS SEPT 30, 1995
----------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Current assets:
Cash $ 5,573 -- -- 5,573
Accounts receivable 15,622 -- -- 15,622
Inventory -- 34,127 -- 34,127
Prepaid expenses -- 48,929 -- 48,929
----------- ---------- ---------- ----------

Total current assets 21,195 83,056 -- 104,251

Furniture and equipment, net 144,263 1,444,670 4,555,330 6,144,263

Other assets:
Note receivable -- 200,000 -- 200,000
Deposits 300 77,912 -- 78,212
Intangible assets, less accumulated
amortization 31,417 82,386 5,818,864 5,932,667
Due from affiliates -- 126,465 -- 126,465
----------- ---------- ---------- ----------

197,175 2,014,489 10,374,194 12,585,858
=========== ========== ========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Bank overdraft -- 61,117 -- 61,117
Note payable, current portion 5,000 237,733 -- 242,733
Accounts payable and
accrued expenses 8,796 1,646,676 -- 1,655,472
Income taxes payable 7,821 -- -- 7,821
Notes payable to stockholders 55,500 -- -- 55,500
----------- ---------- ---------- ----------

Total current liabilities 77,117 1,945,526 -- 2,022,643

Notes payable, less current portion -- 1,443,157 -- 1,443,157

Stockholders' equity:
Capital stock 6,250 89,000 8,911,000 9,006,250
Additional paid-in capital 130,910 1,230,404 (1,230,404) 130,910
Retained earnings 33,166 (1,193,598) 1,193,598 33,166
Treasury stock at cost (50,268) (1,500,000) 1,500,000 (50,268)
----------- ---------- ---------- ----------

Total stockholders' equity 120,058 (1,374,194) 10,374,194 9,120,058

$ 197,175 2,014,489 10,374,194 12,585,858
=========== ========== ========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

<TABLE>
<CAPTION>
SOBIK'S SUBS, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended September 30, 1995

(UNAUDITED)
---------------------------
SOBIK'S SAILORMEN, PRO FORMA PRO FORMA
SUBS, INC. INC. ADJUSTMENTS SEPT 30, 1995
----------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Revenues:
Royalties $ 198,343 - 198,343
Franchise fees 11,500 - 11,500
Transfer fees 13,500 - 13,500
Rent income 12,887 - 12,887
Miscellaneous 39,879 - 39,879
Restaurant sales 3,374 11,204,395 11,207,769
------------ --------- ----------

Total revenues 279,483 11,204,395 11,483,878
------------ --------- ----------

Cost of sales 2,080 7,896,332 7,898,412
------------ --------- ----------

Gross profit 277,403 3,308,063 3,585,466

Other cost and expenses:

General and administrative
expenses 254,545 2,643,797 2,898,342
Depreciation and amortization 7,909 137,874 145,783
------------ --------- ----------

262,454 2,781,671 3,044,125
------------ --------- ----------
Operating income 14,949 526,392 541,341
------------ --------- ----------
Other income (expenses):
Interest - (205,043) (205,043)
Gain on sale of asse - 424,610 424,610
Loss on investments - (224,610) (224,610)
Other - 101,818 101,818
------------ --------- ----------

- 96,775 96,775
------------ --------- ----------
Net income before income taxes 14,949 623,167 638,116

Income taxes 3,992 - 3,992 -
------------ --------- ----- ----------

Net earnings $ 10,957 623,167 3,992 638,116
============ ========= ===== ==========
Pro Forma earnings per share
.11
==========
Pro Forma average number of
shares outstanding 5,783,064
==========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The Company has no operating history as a consolidated group of companies. The
historical consolidated financial statements reflect periods during which the
Company did not operate as a consolidated group of companies and certain
assumptions were made in preparing such financial statements. Therefore, such
historical consolidated financial statements may not necessarily reflect the
consolidated results of operations or financial position that would have existed
had the Company been a consolidated group of companies.

The pro forma consolidated statement of earnings should be read in conjunction
with the historical consolidated financial statements of the Company and the
notes thereto contained elsewhere in this report. The pro forma consolidated
financial information is presented for informational purposes only and may not
necessarily reflect the future earnings of the Company or what the earnings
would have been had the Company's business been operated as a consolidated group
of companies.

Note 1 - The proforma adjustments to the accompanying historical consolidated
balance sheets as of September 30, 1995 and March 31, 1996 are described below:

(a) To record furniture and equipment at estimated fair market value at
the date of acquisition, based on estimates by the management of
Sobik's Subs, Inc. and Sailormen, Inc.

(b) To record the excess of the purchase price over the estimated fair
values of the assets acquired.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1995

(With Independent Auditors' Report Thereon)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

PAGE
NUMBER
------

Independent Auditors' Report 1

Consolidated Balance Sheet 2

Consolidated Statement of Operations 3

Consolidated Statement of Stockholders' Equity 4

Consolidated Statement of Cash Flows 5

Notes to the Consolidated Financial Statements 6

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of
Sobik's Subs, Inc. and Subsidiaries

We have audited the accompanying consolidated financial statements of Sobik's
Subs, Inc. and subsidiaries as of September 30, 1995, and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
missstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sobik's Subs, Inc.
and subsidiaries, as of September 30, 1995, and the results of their operations
and their cash flows for the year then ended, in conformity with generally
accepted accounting principles.

/s/ JAMES, PARKS, TSCHOPP & WHITCOMB, P.A.

November 24, 1995
Maitland, Florida

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

September 30, 1995

ASSETS

Current assets:
Cash $ 5,573
Accounts receivable 15,622
--------

Total current assets 21,195

Furniture and equipment, net (note 2) 144,263

Other assets
Deposits 300
Intangible assets, less accumulated amortization of $3,583 34,417
--------

197,175
========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Note payable (note 3) 5,000
Accounts payable and accrued expenses 8,796
Income taxes payable 7,821
Notes payable to stockholders (note 6) 55,500
--------
Total current liabilities 77,117

Stockholders' equity
Capital stock, 25,000,000 shares authorized at
$.001 par value; 6,250,211 shares issued and
outstanding 6,250
Additional paid-in capital 130,910
Retained earnings 33,166
Treasury stock at cost, 1,000,000 shares (note 4) (50,268)
--------

Total stockholders' equity 120,058
--------

Commitment (note 5) $197,175
========

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For the year ended September 30, 1995

REVENUES:
Royalties $198,343
Franchise fees 11,500
Transfer fees 13,500
Rent income 12,887
Miscellaneous 39,879
Restaurant sales 3,374
--------

Total revenues 279,483
--------
COSTS AND EXPENSES:
General and administrative expenses 256,625
Depreciation and amortization 7,909
--------
264,534
--------
Net income before income taxes 14,949

Income taxes (note 7) 3,992
--------

Net income $ 10,957
========

Net income per share $ 0.0018
========

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

For the year ended September 30, 1995

ADDITIONAL
COMMON STOCK PAID IN RETAINED TREASURY
------------------- CAPITAL EARNINGS STOCK TOTAL
SHARES $ ---------- -------- -------- ---------
---------- -------
<S> <C> <C> <C> <C> <C> <C>
Balances,
September 30, 1994 160 $ 160 $ -- $22,209 $(50,268) $(27,899)

Recapitalization,
including impact of
reverse acquisition 6,000,051 5,840 (5,840) -- -- --

Common stock issued 250,000 250 136,750 -- -- 137,000

Net income -- -- -- 10,957 -- 10,957
--------- ------ --------- ------- -------- --------
Balances,
September 30, 1995 6,250,211 $6,250 $ 136,750 $33,166 $(50,268) $120,058
========= ====== ========= ======= ======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended September 30, 1995

Cash flows from operating activities:
Net income $10,957
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation and amortization 7,909
Cash provided by (used for) changes in:
Accounts receivable 642
Inventories 1,272
Income taxes payable 7,821
Bank overdraft (1,367)
Accounts payable and accrued expenses 7,213)
-------

Net cash provided by operating activities 20,021
-------
Cash flows from investing activities:
Purchases of property and equipment (705)
Purchase of intangible assets (20,000)
-------

Net cash used in investing activities (20,705)
-------
Cash flows from financing activities:
Principal payment of long-term debt (54,243)
Proceeds from notes payable, shareholders 55,500
Collection of notes receivable 5,000
-------

Net cash used in financing activities 6,257
-------

Net increase in cash and cash equivalents 5,573

Cash and cash equivalents:
Beginning of year --
-------
End of year $ 5,573
=======

Supplemental disclosure of noncash financing and investing activities:
During the year ended September 30, 1995, the Company exchanged 250,000
shares of common stock for furniture and equipment which was recorded at
a value of $137,000.

See accompanying notes to consolidated financial statements.

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 1995

(1) ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

(a) ORGANIZATION

The accompanying consolidated financial statements include the
accounts of Sobik's Subs, Inc. (Sobik's or the Company) and its
wholly owned subsidiaries, SBK Franchise Systems, Inc. (SBK) and
Sobik's Restaurant Company. All significant intercompany balances
and transactions have been eliminated in consolidation.

Maddison Avenue Marketing Inc., (Maddison) was incoorporated in
British Columbia, Canada, on November 18, 1987, with 413 shareholders
and 2,000,211 common shares.

On May 19, 1994, Maddison offered a share for share exchange with its
subsidiary, FD Chemicals Inc. This offer was unanimously accepted by
the shareholders and the parent was absorbed by the subsidiary.
Accordingly, the operations of Maddison was discontinued.

SBK Franchise Systems, Inc. was incorporated under the laws of the
State of Florida on March 8, 1993. It is engaged in franchise sales
of a system of business of producing and merchandising distinctive
specialty sandwiches, related food items and other products, under
the name "Sobik's Subs."

On June 19, 1995, SBK agreed to exchange shares with FD Chemicals
Inc., a Nevada public company. Accordingly, SBK increased its
authorized share capital to 4,000,000 shares to facilitate, and to
effectuate, the exchange of 4,000,000 shares of the company stock for
4,000,000 shares FD Chemicals Inc. stock in a business combination
accounted for as a reverse acquisition. During the period FD and
Maddison were in existence, prior to the reverse acquisition, its only
activity was to raise equity capital. For accounting purposes, the
reverse acquisition is reflected as if SBK issued its stock (4,000,000
shares) for the net assets of FD Chemicals, Inc. The net assets of FD
were not adjusted in connection with the reverse acquisition since
they were monetary in nature. Coincident with the reverse acquistion,
FD changed its name to Sobik's Subs, Inc.

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

Sobik's Restaurant Company was incorporated in 1995 for the purpose of
operating a store in Orlando, Florida.

At September 30, 1995, there were approximately 45 existing
franchises, including one company owned store. The stores are
located primarily in the Central Florida area.

(b) REVENUE RECOGNITION

The principal sources of revenues are derived from the collection of
franchise royalties, based on a percentage on the franchise gross
receipts and licensing fees and restaurant sales.

The Company considers all investments, originally purchased with a
maturity of three months or less, to be cash equivalents.

(d) PROPERTY AND EQUIPMENT

Leasehold improvements 5 years
Furniture and equipment 5 years

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

(e) INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(f) INTANGIBLE ASSETS

Intangible assets are recorded at cost and consist of organizational
costs and franchise rights which are being amortized using the
straight-line method over 15 years.

(2) FURNITURE AND EQUIPMENT

At September 30, 1995, property and equipment consist of the following:

Leasehold improvements $ 5,709

Furniture & equipment 144,618
--------
150,327
Less accumulated depreciation (6,064)
--------
$144,263
========

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3) NOTE PAYABLE

At September 30, 1995, note payable consists of the following:

Stock purchase agreement payable to former
stockholder for 1,000,000 shares of SBK
Franchise Systems, Inc. common stock,
payable in monthly installments of $4,000 to
$5,000, including principal and interest at an
imputed rate of 5.5%. Final payment is due
October 1, 1995. $5,000
------

(4) TREASURY STOCK

On June 2, 1994, the Company purchased 1,000,000 shares of its common
stock from a stockholder at a total cost of $50,268. As of September 30,
1995, the shares are being held as treasury stock.

(5) COMMITMENTS

The Company has entered into a non-cancelable lease for office space.
The minimum future rental payments for the years subsequent to September
30, 1995, are as follows:

YEAR ENDED SEPTEMBER 30,
------------------------

1996 $17,377
1997 11,228

In March 1993, the Company entered into an agreement for the acquisition and
use of franchise and trademarks rights from the previous owner for $15,000 plus
25% of gross receipts (from franchisees) for the following five years, payable
monthly. Accordingly, intangible assets were recorded in the amount of $15,000
and the monthly obligations are expensed as incurred. During the year ended
September 30, 1995, the Company incurred $42,447 in royalty expense which is
included in general and administrative expense in the accompanying consolidated
statement of operations.

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(6) RELATED PARTY TRANSACTIONS

At September 30, 1995, the Company was indebted to two of its controlling
shareholders in the amount of $55,500. These notes are interest bearing
at 7% and are due on demand.

In September 1995, the Company exchanged 200,000 shares of common stock
for all of the stock of Sobik's Restaurant Company whose stock was held
by the two controlling shareholders of the Company in a business
combination accounting for as a purchase. Accordingly, Sobik's Restaurant
Company became a wholly owned subsidiary of the Company. The net assets
acquired as a result of this business combination of entities under common
control are recorded at their net book values as reflected on the
accounting records of Sobik's Restaurant Company immediately prior to the
transaction described herein.

(7) INCOME TAX EXPENSE

Income tax expense for the year ended September 30, 1995 consist of:

CURRENT
-------
Federal $ 900
State 3,092
------
$3,992
======

Total income tax expense differed from the amounts computed by applying
the U.S. Federal income tax rate of 34% to earnings before income taxes
as a result of the following:

Computed "expected" tax expense $ 5,083
State income taxes, net of federal
tax benefit 594
Effect of graduated rate differential (1,685)
-------
$ 3,992
=======

(Continued)

<PAGE>

SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(8) NET INCOME PER SHARE

Net income per share is based on the weighted average shares outstanding
of 6,000,736 at September 30, 1995. For purposes of computing the
weighted average number of shares outstanding, the number of shares of
SBK stock outstanding prior to the business combination with the Company
has been adjusted as if the conversion of those shares took place on
October 1, 1994.

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS

SAILORMEN, INC. AND SUBSIDIARY

DECEMBER 31, 1995

<PAGE>

SAILORMEN, INC.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995

(WITH INDEPENDENT AUDITORS' REPORT THEREON)

<PAGE>

SAILORMEN, INC. AND SUBSIDIARY

TABLE OF CONTENTS

Independent Auditors' Report 1

Consolidated Balance Sheet 2

Consolidated Statement of Earnings and Accumulated Deficit 4

Consolidated Statement of Cash Flows 5

Notes to Financial Statements 6

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Shareholders
Sailormen, Inc.:

We have audited the accompanying consolidated balance sheet of Sailormen, Inc.
and subsidiary as of December 31, 1995 and the related consolidated statements
of earnings and accumulated deficit, and cash flows for each year in the two
years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Sailormen, Inc. and subsidiary as
of December 31, 1995 and the results of their operations and its cash flows for
each year in the two years then ended in conformity with generally accepted
accounting principles.

/s/ JAMES, PARKS, TSCHOPP & WHITCOMB, P.A.

May 7, 1996
Maitland, Florida

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SAILORMEN, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

December 31, 1995

ASSETS

Current assets:
Inventories $ 34,127
Prepaid expenses 48,929
-----------

Total current assets 83,056

Property and equipment:
Land 225,000
Buildings 608,000
Equipment 1,189,459
Leasehold improvements 832,912
-----------

2,855,371
Less: accumulated depreciation (1,410,701)

Total property and equipment 1,444,670

Other assets:
Note receivable, including accrued interest of $15,000 215,000
Franchise fees, net of accumulated amortization of $152,189 82,386
Accounts receivable related companies (note 6) 151,243
Deposits 77,912
-----------

Total other assets 526,541
-----------

$ 2,054,267
===========

See accompanying notes to consolidated financial statements.

<PAGE>

SAILORMEN, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

December 31, 1995

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Current portion long term debt (note 2) $ 260,610
Accounts payable 1,177,266
Bank overdraft 61,117
Accrued expenses 469,410
Due to affiliate 95,000
-----------

Total current liabilities 2,063,403
-----------

Long term debt, less current portion (note 2) 1,420,280
-----------

Stockholders' deficit:
Common stock, $0.10 par value, 1,500,000 shares authorized,
890,000 shares issued and outstanding 89,000
Additional paid in capital 1,230,404
Treasury stock, at cost (1,500,000)
Accumulated deficit (1,248,820)
-----------
Commitments (notes 4 and 5) (1,429,416)
-----------

$ 2,054,267
===========

See accompanying notes to consolidated financial statements.

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SAILORMEN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF EARNINGS AND ACCUMULATED DEFICIT

Years ended December 31, 1995 and 1994

1995 1994
---- ----

Sales $ 11,204,395 10,107,290

Cost of sales 7,898,332 7,085,402
------------ -----------

Gross profit 3,308,063 3,021,888
------------ -----------
Selling, general and administrative expenses:
Selling, general and administrative expenses 2,643,797 2,575,185
Interest expense 205,043 247,161
Depreciation and amortization 137,874 130,313
------------ -----------

2,986,714 2,952,659
------------ -----------

Net income from operations 321,349 69,229
------------ -----------
Other income (expense):
Gain on sale of property and equipment 424,610 --
Loss on writedown of investment (294,832) --
Other, net 116,813 42,228
------------ -----------

246,591 42,228
------------ -----------

Net income before tax 567,940 111,457
------------ -----------

Income taxes (note 3):

Provision for income taxes 219,000 63,475
Benefit of net operating loss carryover (219,000) (63,475)
------------ -----------

- -
------------ -----------

Net income 567,940 111,457

Accumulated deficit, December 31, 1994 (1,816,760) (1,928,217)
------------ -----------

Accumulated deficit, December 31, 1995 $ (1,248,820) (1,816,760)
============ ===========

See accompanying notes to consolidated financial statements.

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<TABLE>
<CAPTION>
SAILORMEN, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

Years ended December 31, 1995 and 1994

1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 567,940 111,457
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 138,292 130,313
Cash provided by (used for) changes in assets
and liabilities:
Inventories 8,770 1,933
Prepaid expenses (13,121) (4,912)
Deposits (1,306) (8,175)
Accounts payable 260,026 (331,533)
Accrued expenses (194,084) 114,212
Due to affiliate 95,000 --
--------- --------

Net cash provided by operating activities 861,517 13,295
--------- --------
Cash flows from investing activities:
Increase in notes receivable (215,000) --
Purchase of property and equipment (130,418) (323,471)
Acquisition of new franchises -- (10,000)
Advances to related companies (45,698) (13,079)
--------- --------

Net cash used by investing activities (391,116) (346,550)
--------- --------

Cash flows from financing activities:
Repayment of long term debt (575,633) (440,356)
Long term borrowings 121,000 691,863
--------- --------
Net cash provided by (used for) financing
activities (454,633) 251,507
--------- --------

Net increase (decrease) in cash 15,768 (81,748)

Cash (bank overdraft), beginning of the year (76,885) 4,863
--------- --------

Cash (bank overdraft), end of the year $ (61,117) (76,885)
========== ========

Supplemental disclosure of cash flows:
Cash paid during the year for interest $ 200,653 242,811
========== ========
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

SAILORMEN, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1995 and 1994

(1) BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BUSINESS ACTIVITY

Sailormen, Inc. and Subsidiary (the "Company") operates eleven Popeye's
Famous Fried Chicken & Biscuits fast food restaurants under franchise
agreements in South Florida (Dade and Broward County.)

(B) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiary. All significant intercompany
balances and transactions are eliminated in consolidation.

Inventories consist primarily of food, beverages, and supplies, and are
stated at cost. Cost is determined using the average method.

(D) PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed on
the straight-line method at rates based on the estimated useful lives
of the assets which range from five to thirty-one years.

(E) OTHER ASSETS

Initial Franchise Fees are amortized on the straight-line method based
on the individual stores franchise agreements which are of 20 year
duration.

(F) FINANCIAL INSTRUMENTS FAIR VALUE, CONCENTRATION OF BUSINESS AND CREDIT
RISKS

The carrying amount reported in the balance sheet for cash, accounts
payable and accrued expenses approximates fair value because of the
immediate or short-term maturity of these financial instruments. The
Company performs periodic credit evaluations of its trade customers and
generally does not require collateral.

(Continued)
6

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SOBIK'S SUBS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1), CONTINUED

(G) USE OF ESTIMATES

<TABLE>
<CAPTION>
<S> <C>
(2) LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1995:

Mortgage note payable to a financial institution with interest rate at 15%,
due in monthly installments of $9,876, including interest, with a balloon
payment of $676,300 due at maturity on April 1997, collateralized by real
property with a cost of $750,000. $ 696,709

Note to a financial institution with interest rate of 15%, due in monthly
installments of $14,923, including interest, through February 2000,
collateralized by equipment, machinery, inventory, franchise agreements,
and stock of the corporation. 512,702

Note payable to a financial institution with interest rate at 7.5%, due in
monthly installments of $6,295, including interest, through July 1998,
unsecured. 188,496

Note payable to a financial institution, with interest rate at 12%, due in
monthly installments of $2,000, including interest, through March 2001,
unsecured. 111,797

Note payable, due in monthly installments of $4,000, including
interest, through October 1998. 117,806

Note payable to stockholders, with interest at 7%, due on demand. 53,380
-------------

1,680,890

Less current portion 260,610
-------------

$ 1,420,280
=============
</TABLE>
(Continued)
7

<PAGE>

SAILORMEN, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2), CONTINUED

Maturities of long-term debt are as follows:

YEAR ENDED DECEMBER 31,
-----------------------
1996 $ 260,610
1997 924,198
1998 234,256
1999 177,638
2000 30,595
Thereafter 53,593
------------
$ 1,680,890
============

(3) INCOME TAXES

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1995 are presented below:

Deferred tax assets:
Net operating loss carryforward $ 75,000
Less valuation allowance (75,000)
------------
Net deferred tax assets $ -
------------

A reconciliation between the actual tax expense and the "expected" tax
expense (computed by applying the U.S. Federal corporate tax rate of 34% to
earnings before income taxes) is as follows:

1995 1994
---- ----

"Expected" tax expense $ 193,099 37,895
Utilization of net operating loss (200,224) (63,475)
Nondeductible expenses 7,125 25,580
--------- -------
$ - -
--------- -------

At December 31, 1995, the Company had net operating losses available to
offset future taxable income and tax liabilities of approximately $220,000.
The losses expire between the years 2002 and 2007.

(Continued)

<PAGE>

SAILORMEN, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(4) LEASES

The Company leases buildings under long term lease agreements for eight of
its franchises. The building leases are operating leases which expire at
various dates through the year 2004, with two separate five year extension
options per franchise.

Future minimum rentals due under these leases are as follows for the year
ended December 31, 1995:

YEAR ENDING
-----------
1996 $ 369,000
1997 349,000
1998 335,000
1999 272,000
2000 178,000
Thereafter 287,000

Rent expense charged to operations was approximately $521,000 and $443,000
for the years ended December 31, 1995 and 1994, respectively.

(5) COMMITMENTS

In connection with the Company's franchise agreement, the Company is
committed to a five percent monthly royalty fee based on gross sales and a
three percent advertising royalty fee for national advertising to the
franchisor.

(6) RELATED PARTY TRANSACTIONS

The Company and Bayview by the Bay, Inc., Miami Chicken & Grill, Inc., and
BWSK Real Estate, Inc. are related parties. During 1995 and 1994, the
Company paid various administrative expenses on behalf of the related
companies. The receivable balance from the related companies as of December
31, 1994 amounted to $105,545.

(Continued)

<PAGE>

SAILORMEN, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(7) SUBSEQUENT EVENT

In May 1996, the Company entered into an agreement to sell all of its
outstanding stock to Sobik's Subs, Inc. The purchase price consisted of
2,500,000 shares of Sobik's Subs, Inc. (Sobik's) stock.

The acquisition has been accounted for by the purchase method of
accounting, and the net assets of the Company are included in Sobik's
consolidated balance sheet as of May 1996 based on their estimated fair
values at the transaction's effective date. The excess of the purchase
price over the estimated fair value of the net assets acquired by Sobik's
(goodwill) of approximately $6,000,000 will be amortized on a straight-line
basis over 40 years. The purchase price allocation is based on estimates of
the fair value of the net assets sold.

EXHIBIT 3.1
Articles of Incorporation of
Sobik's Subs, Inc.
dated May 13, 1994

<PAGE>

ARTICLES OF INCORPORATION

FD CHEMICALS INC.

FIRST. The name of the corporation is: FD CHEMICALS INC.

SECOND. Its registered office in the State of Nevada is
located at 2533 North Carson Street, Carson City, Nevada 89706 that this
Corporation may maintain an office, or offices, in such other place within or
without the State of Nevada as may be from time to time designated by the Board
of Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meetings of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada

THIRD. The objects for which this Corporation is formed are:
To engage in any lawful activity, including, but not limited to the
following:

(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.

(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.

(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.

(D) Shall have power to sue and be sued in any court of law or equity.

<PAGE>

(E) Shall have power to make contracts.

(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.

(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.

(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.

(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.

(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.

(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory

<PAGE>

notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.

(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government, and, while owners of such stock, bonds, securities or evidences
of indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.

(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.

(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.

(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business

<PAGE>

necessary or incidental to the attainment of the objects of the corporation,
whether or not such business is similar in nature to the objects set forth in
the certificate or articles of incorporation of the corporation, or any
amendment thereto.

(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.

(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.

FOURTH. That the total number of voting common stock authorized that
may be issued by the corporation is TWENTY-FIVE MILLION (25,000,000) shares of
stock at $.001 par value and no other class of stock shall ba authorized. Said
shares with a par-value of $.001 may be issued by the corporation from time to
time for such considerations as may be fixed from time to time by the Board of
Directors.

FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such a manner as shall be provided by the By-Laws of this
corporation, providing that the number of directors shall not be reduced to
fewer than one (1).

The name and post office address of the first Board of Directors shall
be (1) in number and listed as follows:

NAME POST OFFICE AND ADDRESS

Betty J. Elpern 2533 North Carson Street
Carson City, Nevada 89706

SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be

<PAGE>

subject to assessment to pay the debts of the corporation.

SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:

NAME POST OFFICE AND ADDRESS

Betty J. Elpern 2533 North Carson Street
Carson City, Nevada 89706

EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.

The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:

2533 North Carson Street
Carson City, Nevada 89706

NINTH. The corporation is to have perpetual existence.

TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.

To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.

By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the

<PAGE>

Corporation. Such committee, or committees, shall have such name, or names, as
may be stated in the By-Laws of the Corporation, or as may be determined from
time to time by resolution adopted by the Board of Directors.

When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.

ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.

TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer;

<PAGE>

provided, however, that the foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the payment
of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.

THIRTEENTH. This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles or
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.

I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this _____ day of ___________________, 19___.

--------------------------------
BETTY J. ELPERN

STATE OF NEVADA )
)SS:
CARSON CITY )

On this _____ day of __________________, 19___, in Carson

<PAGE>

City, Nevada, before me, the undersigned, a Notary Public in and for Carson
City, State of Nevada, personally appeared BETTY J. ELPERN known to me to be the
person whose name is subscribed to the foregoing document and acknowledged to me
that she executed the same.

--------------------------------
Notary Public

I, Laughlin Associates, Inc. hereby accept as Resident Agent
for the previously named Corporation.

- -----------------------------------
Date Service Coordinator

EXHIBIT 3.2
ByLaws of Sobik's Subs, Inc.
dated May 13, 1994

<PAGE>

FD CHEMICALS INC.

BY-LAWS

ARTICLE I MEETINGS OF STOCKHOLDERS

1. Stockholders' Meetings shall be held in the office of the corporation,
at Carson City, NV, or at such other place or places as the Directors shall from
time to time determine.

2. The annual meeting of the stockholders of this corporation shall be
held at 11:00 a.m., on the 13th day of May of each year beginning in 1995, at
which time there shall be elected by the stockholders of the corporation a Board
of Directors for the ensuing year, and the stockholders shall transact such
other business as shall properly come before them.

3. A notice signed by any officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the stockholders of record, or
mailed postage prepaid, at the address as appears on the stock book of the
company, or if no such address appears in the stock book of the company, to his
last known address, at least ten (10) days prior to the annual meeting.

Whenever any notice whatever is required to be given under any article of
these ByLaws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time of the meeting of the
stockholders, shall be deemed equivalent to proper notice.

<PAGE>

4. If a quorum is not present at the annual meeting, the stockholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each stockholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.

5. Special meetings of the stockholders may be called at anytime by the
President; by all of the directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each stockholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the stockholders, unless by unanimous consent of all
stockholders present, either in person or by proxy, all such stock being
represented at the meeting.

6. A majority of the stock issued and outstanding, either in person or
by proxy, shall constitute a quorum for the transaction of business at any
meeting of the stockholders.

7. Each stockholder shall be entitled to one vote for each share of stock
in his own name on the books of the company, whether represented in person or by
proxy.

8. All proxies shall be in writing and signed.

9. The following order of business shall be observed at all meetings of
the stockholders so far as is practicable:

a. Call the roll;

b. Reading, correcting, and approving of the
minutes of the previous meeting;

<PAGE>

c. Reports of officers;

d. Reports of Committees;

e. Election of Directors;

f. Unfinished business; and

g. New business.

ARTICLE II STOCK

1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the Corporation.

2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of such shares and
the date of issue shall be entered on the company's books.

3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.

ARTICLE III DIRECTORS

1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the stockholders at their meeting to manage the affairs of
the company. The Directors' term of office shall be one (1) year, and Directors
may be re-elected for successive annual terms.

2. Vacancies on the Board of Directors by reason of death, resignation
or other causes shall be filled by the remaining Director or Directors choosing
a Director or Directors to fill the unexpired term.

3. Regular meetings of the Board of Directors shall be held at 1:00 p.m.,
on the 13th day of May of each year beginning in 1995 at the office of the
company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special

<PAGE>

meetings may be called by the President or any Director giving ten (10) days
notice to each Director. Special meetings may also be called by execution of the
appropriate waiver of notice and call when executed by a majority of the
Directors of the company. A majority of the Directors shall constitute a quorum.

4. The Directors shall have the general management and control of the
business and affairs of the company and shall exercise all the powers that may
be exercised or performed by the corporation, under the statutes, the
certificates of incorporation, and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors with each Board member having an
equal vote.

5. A resolution, in writing, signed by all or a majority of the members
of the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.

ARTICLE IV OFFICERS

1. The officers of this company shall consist of: a President, one or
more Vice Presidents, Secretary, Treasurer, and such other officers as shall,
from time to time, be elected or appointed by the Board of Directors.

2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.

<PAGE>

3. The VICE PRESIDENT shall exercise the functions of the President
during the absence or disability of the President and shall have such powers and
such duties as may be assigned to him from time to time by the Board of
Directors.

4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the Stockholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Corporation Laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, any and all amendments to the Corporation's Articles of Incorporation
and any and all amendments or changes to the By-Laws of the Corporation. In
compliance with Section 78.105, he will also supply to the Nevada Resident Agent
or Registered Office in Nevada, and maintain, a current statement setting out
the name of the custodian of the stock ledger or duplicate stock ledger, and the
present and complete Post Office address, including street and number, if any,
where such stock ledger or duplicate stock ledger specified in the section is
kept.

5. The TREASURER shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the corporation,
or as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.

<PAGE>

6. The RESIDENT AGENT shall be in charge of the corporation's registered
office in the State of Nevada, upon whom process against the corporation may be
served and shall perform all duties required of him by statute.

7. The salaries of all officers shall be fixed by the Board of Directors
and may be changed from time to time by a majority vote of the Board.

8. Each of such officers shall serve for a term of one (1)year or until
their successors are chosen and qualified. Officers may be re-elected or
appointed for successive annual terms.

9. The Board of Directors may appoint such other officers and agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS

1. The corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the Corporations request as a Director or Officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the corporation, or of such other corporation,
except, in relation to matters as to which any such Director or Officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
Such

<PAGE>

indemnification shall not be deemed exclusive of any other rights to which those
indemnified may be entitled, under By-Law, agreement, vote of stockholders or
otherwise.

ARTICLE VI AMENDMENTS

1. Any of these By-Laws may be amended by a majority vote of the
stockholders at any annual meeting or at any special meeting called for that
purpose.

2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the stockholders
of the company.

********************************************************************************

CERTIFIED TO BE THE BY-LAWS OF:

FD CHEMICALS INC.

BY: [Illegible]
----------------------
Secretary

EXHIBIT 9.1
Shareholders Voting Agreement
dated April 17, 1996

<PAGE>

SHAREHOLDERS' VOTING AGREEMENT

This Agreement is entered into between James S. Byrd, Norman Kaufman,
("Byrd and Kaufman") and Robert Berg, George Carter and Steven Wemple, ("Berg,
Carter and Wemple") collectively referred as the "Parties," all of whom are
shareholders in Sobik's Subs, Inc., (the "Company") holding restricted stock in
the Company.

1. The Parties agree that it is in the best interest of the Company,
and its shareholders to have in place a voting agreement to insure the smooth
transition and continuation of management of the Company, and its subsidiaries,
and to protect shareholder values.

2. The Parties are shareholders which currently hold, betwee them,
5,000,000 shares of common stock of the Company. This Agreement applies only to
said 5,000,000 shares, and not to any other shares which the Parties may acquire
in the future by purchase. It will, however, apply to any shares or options
received as compensation for services performed for the Company.

3. It is the intent of the Parties that they put into place this
Agreement to provide for the continuation of current management in the Company
and its subsidiaries, and to restrict, among the Parties, the sale of the
Parties' common stock once said stock can be sold free of restrictions.

4. The Parties agree that they will individually vote their
respective shares of Sobik's stock in a manner consistent with the terms of this
Agreement, for so long as each or any of them is a shareholder in Sobik's Subs,
Inc. or its successors.

<PAGE>

5. The Parties shall vote their stock in favor of a Board of
Directors which is made up of equal nominees from Byrd and Kaufman, and Berg and
Wemple, so that Byrd and Kaufman will nominate 50% of the Board members, and
Berg, Carter and Wemple will nominate 50% thereof. The Parties will inform each
other who the nominees are in advance of any Board elections, and all of the
Parties shall vote for such nominees, and for their successors, (who will be
nominated by the group nominating the original Board member) in the event of a
vacancy.

6. The Parties further agree that it is the intent of the Parties
that the subsidiaries of the Company, which currently consist of Sailormen,
Inc., SBK Franchise Systems, Inc., and Sobik's Restaurant Corporation continue
to be managed by Byrd and Kaufman (SBK and Sobik's), and by Berg and Wemple
(Sailormen). Accordingly, the Parties shall continue to vote their shares or the
election of Directors of Sobik's Subs, Inc. who will vote to elect said Parties
respectively to the Boards of the respective subsidiaries, so that Byrd and
Kaufman, or their nominees will always elect a majority of the SBK and Sobik's
Boards, and Berg and Wemple, or their nominees will elect a majority of the
Sailormen Board, thereby insuring the continued management of the respective
companies by the respective Parties.

7. The Parties further agreed that it is in the best interest of
the Company and its shareholders that the Parties hold their respective common
stock for certain periods of time, or liquidate such stock in such a fashion so
as to protect the public

<PAGE>

markets and shareholder value. Therefore, once the common stock owned by the
respective Parties is eligible to be registered or sold, the Parties will only
register and sell such shares in proportion to those registered and sold by the
other Parties to this Agreement, insuring that no one Party, or group of Parties
sells his or their stock disproportionately to the other Parties to this
Agreement. Once the common stock is eligible for sale, if the Parties choose to
liquidate any portion of their holdings, they will notify the other Parties of
this desire, and all Parties will either agree to liquidate an amount of stock
proportionately, or none will be sold. Notwithstanding this Agreement, any one
Party will have the absolute right to liquidate, on a monthly basis, with notice
to, but without approval form the other Parties, a sum of which does not exceed
10%, in the aggregate (pro-rated to each individual's holdings) of the total
trading volume of the Company's stock, using an average trading volume for the
previous ninety (90) days of trading activity. Such liquidation is subject,
however, to the liquidation provisions of Rule 144 of the Securities Act of 1933
and 1934. Nothing herein shall prohibit a Party from selling or transferring his
stock in a purely private transaction, however, such transfer shall be subject
to the restrictions set forth herein, and shall be void if the transferee does
not agree to abide by the terms of this Agreement. The Parties agree to cause a
legend to be placed upon the Parties' common stock which sets forth the
existence of this Agreement, and which indicate that the sale of shares are
subject to the terms of this Agreement. In the event

<PAGE>

of any dispute arising out of this paragraph, the Parties agree to arbitrate any
such dispute in a binding arbitration before the American Arbitration
Association, which association will decide any such dispute.

8. This Agreement is executed in Maitland, Florida and is
binding upon the Parties, their heirs, successors and assigns. This Agreement is
the complete agreement between the Parties with respect to the issues addressed
herein, and any modifications to this Agreement will not be valid unless in
writing, and signed by all Parties.

Wherefore, the Parties have executed this Agreement on the ____ day of
_________________, 1996.

--------------------------------
James S. Byrd

--------------------------------
Norman Kaufman

--------------------------------
Robert Berg

--------------------------------
Steven Wemple

--------------------------------
George Carter

EXHIBIT 10.1
Form of Company Franchise Agreement,
including the Addendum to Franchise Agreement

<PAGE>

FRANCHISE AGREEMENT

BETWEEN SBK FRANCHISE SYSTEMS, INC.

AND

--------------------------------

<PAGE>

TABLE OF CONTENTS

ITEM HEADING PAGE #

1. FRANCHISE 2

2. TERM 2

3. TRAINING 3

4. OPERATING ASSISTANCE 3

5. UNIFORMITY OF OPERATIONS 4

6. APPROVAL OF QUALITY OF MATERIALS AND SUPPLIES 4

7. INITIAL FRANCHISE FEE 4

8. WEEKLY ROYALTY FEES 5

9. ADVERTISING PAYMENTS 5

10. ADVERTISING 6

11. OPERATION OF SOBKI'S SUB SHOP 6

12. CONFIDENTIAL INFORMATION 7

13. FINANCIAL REPORTS AND RECORD KEEPING 7

14. INSURANCE 8

15. TRANSFER OF FRANCHISE 8

16. TRANSFER OF FRANCHISEE'S PREMISES 9

17. CORPORATE FRANCHISEE 10

18. LIMITATION OF COMPANY'S AUTHORITY 10

19. COMPLIANCE WITH LAWS 10

20. FRANCHISOR'S RIGHT TO TERMINATE 10

<PAGE>

21. EVENTS OF TERMINATION 11

22. NOTICES 11

23. RELATIONSHIP 12

24. REMEDIES 12

25. WAIVER OF JURY TRIAL 12

26. ATTORNEY'S FEES AND COSTS 12

27. FRANCHISEE'S ASSUMPTION OF RESPONSIBILITY 12

28. SIGNAGE 13

29. LIQUOR LIABILITY 13

30. DELIVERY BY FRANCHISOR 13

31. CASH HANDLING EQUIPMENT 13

32. MISCELLANEOUS 13

<PAGE>

FRANCHISE AGREEMENT

FOR FRANCHISE PREMISES AT

-----------------------------------------
hereinafter called ( "Franchise Premises")

THIS AGREEMENT made as of the ____ day of _____________, 19__ between
SBK FRANCHISE SYSTEMS, INC., a Florida corporation (hereinafter called
"Franchisor") and ____________________________ (herein called "Franchisee").

WHEREAS, Franchisor has developed a plan or system (herein called the
"Sobik's System") relating to the business of producing and merchandising
distinctive specialty sandwiches, related food items and other products.

WHEREAS, the distinguishing characteristics of the Sobik's System include,
but are not limited to:

(a) the name "Sobik's Subs" or other such similar names;

(b) a unique and readily recognizable design, color scheme and layout
for the premises wherein such business is conducted (herein called a
Sobik's Subshop");

(d) methods of preparing, serving, and merchandising specialty
sandwiches, related food items and other products;

(e) the use of specially prepared ingredients;

(f) the use of quality and supervisory teams; and

(g) the use of confidential operations manuals which detail the
standards, specification and requirements of the Sobik's System.

All of which characteristics may be changed, improved or further
developed from time to time and are disclosed and made available, in confidence,
to persons sub-licensed by the Franchisor to operate a Sobik's Subs shop in
accordance with Sobik's System.

WHEREAS, Franchisor has established a reputation, demand and goodwill for
quality specialty sandwiches, related food items, or merchandised products made
by Sobik's Franchisees according to Franchisors methods of operation and sold
under the "Sobik's Subs" name which signifies to the public the highest
standards of quality, cleanliness, appearance and service, all of which
Franchisor has publicized through various advertising media;

<PAGE>

WHEREAS, Sobik's Sandwich Shops, Inc. has exclusively licensed Franchisor
to sell and service franchises; and

WHEREAS, Franchisee recognizes the importance to the Franchisor, and to
its other franchisees and to the public of maintaining the distinctive
standards, qualities and attributes of products and service identified by the
name "Sobik's Subs" and is willing to maintain such standards, qualities and
attributes; and

WHEREAS, Franchisee wishes to be sub-licensed by Franchisor to operate a
Sobik's Subs shop under and in strict conformance with the Sobik's System.

NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, Franchisor and Franchisee agree as follows:

1. FRANCHISE

(a) Franchisor hereby grants to Franchisee a conditional sub-license
and franchise to operate a Sobik's Subs shop at Franchisee's premises only upon
the terms and conditions herein contained and a non-exclusive sub-license to
use, in connection therewith, the building design and layout, signs, emblems and
color schemes of the Franchisor relating to the Sobik's System together with the
Franchisor's trade secrets, production and merchandising methods and such other
confidential and valuable information as may exist and constitute a part of the
Sobik's System.

(b) Franchisor hereby grants to Franchisee a non-exclusive
sub-license to use, only in connection with the franchise herein granted, such
trade names, trademarks and service marks of the Franchisor as the Franchisor
may, from time to time, authorize in connection with the Sobik's System.
Franchisor expressly reserves the right to alter, amend, add and delete trade
names, trademarks and service marks from the list of marks so authorized and
designated for the Sobik's System. The trade names, trademarks and service marks
licensed to Franchisee are the exclusive licensed property of the Franchisor and
all use thereof by Franchisee shall inure to the benefit of the Franchisor. No
right, title or interest in or to said trade names, trademarks and service marks
is granted, nor shall such right, title or interest at any time transfer to
Franchisee other than the right to use said trade names, trademarks and service
makes in connection with the terms of this Franchise Agreement. The license
herein granted is expressly subject to Franchisee's maintenance of the quality
standards and specifications of this Franchise Agreement, specifically
including, but not limited to, the requirements of Articles 6 and 12 hereof, as
well as the use of said marks in strict accordance with SBK FRANCHISE SYSTEMS,
INC. standards and policies as modified from time to time.

2. TERM

(a) The term of this Franchise Agreement (herein called the "Term")
shall be for a period of ten (10) years commencing on the date Franchisee's
Sobik's Subs shop first opens for business unless sooner terminated as provided
for herein, or for the term of the lease for Franchisee's premises, whichever is
shorter. In event Franchisee has not opened the Sobik's Subs shop at an agreed
upon location within one hundred twenty (120) days from the date of this
Agreement, then this Franchise Agreement shall, at the option of Franchisor,
terminate, in which event the Franchisor shall refund to Franchisee the initial
Franchise Fee, less the sum of five hundred dollars ($500.00) which is retained
as an administrative fee relative to processing the Franchise application.
Franchisor and Franchisee shall be discharged from all further obligations under
this Franchise Agreement. If the opening of the Sobik's Subs shop is delayed
beyond the said one hundred twenty (120) day period due to causes beyond the
franchisee's control, the one hundred twenty (120) day period shall be extended
to include the period of the resulting delay, but in no event shall the period
of extension exceed an additional sixty (60) days. Causes beyond the
franchisee's control shall include, without limitation, acts of God, acts of
Government, war, fire, flood, strike or labor trouble.

<PAGE>

(b) Franchisee shall have the right and option to enter into a new
Franchise Agreement with Franchisor or its successors or assigns, before the
expiration of the ten (10) year term hereof, if Franchisee gives Franchisor
written notice of the exercise of such right and option sixty (60) days prior to
such expiration hereof, but not earlier than six (6) months prior to such
expiration date. Franchisee is in strict compliance with each and every term and
provision under this Franchise Agreement and has fully paid all amounts due
Franchisor at the time of such exercise or at the expiration hereof, and
Franchisee executes the forms of agreements Franchisor is requiring of new
Franchisees, as well as a general release of all prior acts of Franchisor,
(including the term then being offered and the then current payment provisions)
as of the expiration date hereof. Franchisee will pay a two thousand five
hundred dollar ($2500.00) renewal fee to Franchisor at the time of renewal.
Prior to renewal, fee will be required to update his units and premises to be
consistent with all new Sobik's units, and will be required to attend a
refresher training course if deemed necessary by Franchisor. If Franchisee has
been in default of any terms of this Agreement more than three (3) times in the
thirty-six (36) months prior to renewal, whether or not such defaults have been
cured, then Franchisor may deny renewal of the Franchise.

(c) All obligations of Franchisor and Franchisee which expressly or
by their nature survive the expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding its
expiration or termination and until they are satisfied or by their nature
expire.

3. TRAINING

A Sobik's Subs franchise training course of one hundred to one hundred
fifty (100-150) hours in duration is conducted at a specified training store in
Central Florida. Additionally, Franchisee must demonstrate, to the satisfaction
of Franchisor, a basic understanding of the business and financial aspects of
owning and operating a Sobik's Subs franchise, and Franchisor recommends that
Franchisee seek legal and accounting assistance and advise with regard to such
matters. This training course is available to two people only, one of which must
be the franchisee, the other which may only be a partner, family member or
prospective manager of Franchisee. The two people will not be trained
simultaneously. If the franchisee wants additional people trained, the cost will
be five hundred dollars ($500.00) per person for a fifty (50) hour session. If
the franchisee wants training in addition to the one hundred to one hundred
fifty (100-150) hour course, the cost will be five hundred dollars ($500.00) per
person for a fifty (50) hour session. The franchisee is required to complete the
training course to the Franchisor's satisfaction prior to the opening of the
Franchisee's Sobik's Subs shop, and must attend and complete any additional
training and/or refresher courses required by the Franchisor. The franchisee may
be required to attend a one-week refresher and training course during the fifth
year of the Franchise Agreement, and may further be required to undergo
additional training at any time that Franchisee has received three
unsatisfactory store evaluations within any twenty four (24) month period.

The training course offers instruction in all phases of the Sobik's System,
including: methods of preparation and serving sandwiches and other products;
production and labor scheduling; equipment maintenance; cash handling
procedures; quality and cost controls; purchasing; advertising and public
relations. All instructors are managers or employees of Franchisor and/or
Franchisees.

4. OPERATING ASSISTANCE

During the opening week of the Franchisee's Sobik's Subs shop, an opening
team of one or more employees of Franchisor will be assigned to the restaurant
to assist the franchisee in training his staff and opening his restaurant for
business. The Franchisor will furnish confidential manuals of operating
procedures to assist Franchisee in sound operation of Franchisee's Sobik's Subs
shop. Franchisor's representatives will, from time to time, inspect Franchisee's
premises, operations manuals, products, supplies, merchandise, methods of
production, merchandising, make tests and confer with Franchisee and
Franchisee's employees in connection therewith in order to assist in the proper
operation of Franchisee's Sobik's Subs shop and insure Franchisee's compliance
with this Agreement and with the standards, specifications and requirements
provided for herein. Franchisor shall have the right to make such inspection at
such times and frequencies during normal business hours as are required in the
discretion of Franchisor for proper operation and protection of the Sobik's
System. Franchisee will cooperate with

<PAGE>

Franchisor's representatives in such inspections, render such assistance to them
as they may reasonably request and immediately correct any failure to comply
with the standards, specifications and requirements, as established by
Franchisor from time to time.

5. UNIFORMITY OF OPERATIONS

In order to insure that the distinguishing characteristics of the Sobik's
System are uniformly maintained, Franchisor may establish, from time to time,
standards, specifications and requirements for certain furnishing, food products
and related items, equipment, ingredients, commodities, menus, brochures,
uniforms, and supplies and for the use of same and the performance of services
in connection therewith by Sobik's Franchisees in the operation of Sobik's Subs
shops and Franchisee shall use only such items and perform only such services as
conform thereto. Standards, specifications and requirements are detailed in the
Sobik's Subs confidential Operations Manual. In order to insure uniformity in
quality, taste and appearance of Sobik's Subs specialty sandwiches and related
food items, Franchisee will be required to use certain key ingredients and to
purchase them from specified suppliers. A list of approved suppliers will be in
the Operations Manual and will be modified from time to time. The Franchisor may
also offer to sell any such items from any source with the exception of the
above-mentioned key ingredients. Franchisee shall not purchase, install or use
any furnishings, food products and related items, equipment, ingredients,
commodities, menus, brochures, uniforms and supplies, or any other thing or
perform any service whatsoever on Franchisee's premises or in connection with
Franchisee's Sobik's Subs shop, unless it has been approved in writing by
Franchisor as conforming to all applicable standards and its use has been
similarly approved as consistent with the Sobik's System.

6. APPROVAL OF QUALITY OF MATERIALS AND SUPPLIES

If Franchisee wishes to have materials approved by the Franchisor,
Franchisee shall submit samples in accordance with procedures to be established
by Franchisor. Franchisee shall reimburse Franchisor for all costs and expenses
incurred in testing samples. Wherever practicable, Franchisor will complete its
tests and report to Franchisee within thirty (30) days from the date of receipt
of samples. If loss of or damage to a sample, difficulties of scheduling or
other reasons prevent completion of testing within thirty (30) days, Franchisor
will so inform Franchisee within the thirty (30) day period, and such
information will include a statement as to when the Franchisor expects that the
tests will be concluded. Unless a report or other communication is forwarded
within the thirty (30) day period, or within the time set forth in the notice
described above, the use of the material or product submitted for testing is
lost or otherwise cannot be tested, due to the fault of Franchisor, use of the
material or product will be permitted provisionally. If the material or product
is disapproved, and the franchisee disagrees with the Franchisor's report, the
material or product and the report may be submitted to a laboratory mutually
satisfactory to the Franchisor and Franchisee or to the Franchisor and any
Franchise Advisory Council comprised of Sobik's Subs shops Franchisees. If such
laboratory confirms the conclusion of the report, after conducting tests in
accordance with Sobik's Subs standards, Franchisee will be responsible for
payment of the charges.

7. INITIAL FRANCHISE FEE

In consideration of the Franchise and sub-license granted herein,
Franchisee agrees to pay to Franchisor an initial franchise fee of ten thousand
dollars ($10,000.00), one half of which is due upon execution of the Franchise
Agreement. The balance of the initial Franchise Fee shall be paid prior to
opening of the franchise unit for business.

In addition to other expenses, Franchisee shall pay to Franchisor a
"Grand Opening" expense of one thousand dollars ($1,000.00) to defray
Franchisor's expenses associated therewith.

<PAGE>

8. WEEKLY ROYALTY FEE

In addition to the initial franchise fee, the franchisee shall pay SBK
FRANCHISE SYSTEMS, INC. a weekly royalty fee equal to five percent (5%) of the
franchisee's gross sales. Gross sales shall include all cash and charge sales of
every kind and nature made at or from the Sobik's Subs shop premises, but
excludes sales tax, coupons not reimbursed to Franchisee, and sales by approved
vending machines. On Thursday of each week the Franchisee must remit a weekly
written report of gross sales for the previous calendar week ended Sunday in a
form specified by Franchisor from time to time, and Franchisee shall pay all
amounts due at such time. In the event that the Royalty payment is not received
by the Tuesday of the following week, Franchisee shall authorize Franchisor to
deduct such amounts from Franchisee's banking institution directly. Said
deduction shall occur automatically and without any further notice to
Franchisee, and Franchisee shall execute such documents as are necessary to
effect such direct transfer.

Franchisee agrees that he or she will not, on grounds of the alleged
nonperformance by Franchisor of any of its obligations hereunder, withhold
payment of any continuing franchise or royalty fees, advertising contributions,
amounts due to Franchisor or its affiliates for purchases by Franchisee or any
other amounts due Franchisor, or its affiliates, and Franchisee shall not
acquire any right of set off relative to same.

9. WEEKLY ADVERTISING PAYMENT

In addition to the weekly royalty fee described in the preceding paragraph,
the franchisee shall also make a weekly advertising payment to Franchisor in an
amount equal to four percent (4%) of gross sales. Said advertising fee may be
used for the promotion of the Sobik's name and system in all areas where Sobik's
Subs shops are located. This payment shall be paid at the same time and in the
same manner as the weekly Royalty Fee. Franchisor will, from time to time, make
advertising and promotional materials available to the franchisee for local use.

AUDIT OF SALES REPORTS AND FINANCIAL STATEMENTS - The franchisee shall
submit to Franchisor monthly financial statements including, but not limited to,
monthly gross sales reports and monthly profit and loss statements, and copies
of monthly state sales tax reports upon such forms as provided or approved by
Franchisor. The Franchisor has the right, upon reasonable notice, to audit those
reports and the franchisee's other books and records. In the event any audit or
inspection discloses an understatement of the gross sales of the Franchisee's
Sobik's Subs shop for any period or periods, the franchisee is obligated to pay
to the Franchisor all franchise fees due plus any and all expenses connected
with said inspection or other analysis including, but not limited to, reasonable
accounting and attorneys fees, as well as interest on the franchise fee
respecting such under reported sales at the maximum allowable rate by law from
the date said payment was due.

Any monies due to Franchisor under this Paragraph 9 or Paragraph 8 above
which remain unpaid ten (10) days after they become due shall bear interest at
the highest rate allowable under Florida Law. Franchisor shall have a security
interest in and to all business assets of Franchisee to secure the royalty and
advertising payments. This security interest shall be upon all furniture,
fixtures, equipment, inventory, accounts and other business property, and
Franchisee does hereby authorize Franchisor to record a UCC1 financing statement
for the purpose of perfecting said security interest, and does hereby appoint
Franchisor as attorney-in-fact for the purpose of preparing and recording same.

10. ADVERTISING

<PAGE>

In addition to the advertising payments provided for in Article 9 of this
Agreement, Franchisee may engage in local advertising and promotional programs
approved in writing or established by Franchisor, with respect to such
advertising and promotional programs. Franchisee shall cooperate with other
Sobik's Subs shops in Franchisee's area as such area is established by
Franchisor, from time to time, and shall participate in any local or regional
advertising program established or approved by Franchisor for Sobik's Subs shops
in Franchisee's area.

11. OPERATION OF SOBIK'S SUBS SHOP

(a) Franchisee shall operate the Sobik's Subs shop in strict accordance
with Franchisor's standards of quality, production, appearance, cleanliness and
service (including such standards as may be prescribed, from time to time, in
the Sobik's Subs Systems Confidential Manuals of Operating Procedure). The
franchisee's Sobik's Subs shop shall be continually open for business seven (7)
days a week, three hundred sixty-five (365) days a year with the exception of
certain holidays, which will be determined annually by Franchisor, and published
to Franchisee. The hours of operation will be ten thirty (10:30) a.m. to nine
(9) p.m., Monday through Saturday and twelve (12) p.m. to six (6) p.m. on
Sundays. However, the franchisee may, at his discretion, remain open for longer
hours of operation. Additionally, Franchisor may amend these requirements from
time to time within its sole discretion, and Franchisee shall immediately comply
with said amendments or changes.

(b) Franchisee shall at all times, maintain the interior and exterior
of the Sobik's Subs shop and the surrounding premises in sound, clean condition,
and restore same from time to time as may be required to meet Franchisor's
standards. In order to insure uniformity in use and to maintain the validity of
Franchisor and other marks, Franchisee shall use, publish or display in
connection with Franchisee's Sobik's Subs shops only such signs, advertising or
other materials as Franchisor authorizes. All napkins, bags, cups, wrappers,
menus, brochures, and other paper goods and the like articles used in connection
with Franchisee's Sobik's Subs shop shall be of a quality and style and bear
such designs, names, trademarks, service marks and symbols as Franchisor shall
specify and all are used in connection therewith shall conform to standards,
specifications and requirements established by Franchisor, all of which are
detailed in the referenced Operations Manuals.

(c) Franchisee shall erect, display and maintain advertising signs
of such design, color, number, location, illumination and size as Franchisor may
require. Except to the extent otherwise required by law, Franchisee shall
operate the Sobik's Subs shop only under the name "SOBIK'S SUBS" without any
accompanying words or symbols of any nature unless first approved in writing by
Franchisor. Vending machines, entertainment devices, and products not included
in the Sobik's System may not be sold, displayed, or used on Franchisee's
premises unless prior written consent is obtained from Franchisor. Franchisee
agrees and understands that the building design and layout of the Sobik's Subs
shop licensed under Article 1 hereof shall be used exclusively for Franchisee's
premises unless otherwise agreed in writing by Franchisor.

(d) From time to time, Franchisor may, within its discretion, make
changes in the system including signs, interior and exterior building
improvements, equipment, uniforms and operating procedures to improve the
overall operations and quality of the system. Franchisee will be required to
initiate said changes in his Franchise, and will be required to bear the cost of
initiation of said changes.

Franchisee will also be required to upgrade his particular location
if, in the opinion of the Franchisor, the location needs to be upgraded.

<PAGE>

12. CONFIDENTIAL INFORMATION

(a) In order to protect the value of Franchisors confidential information
and manuals, the restricted non-exclusive use of which is hereby licensed,
Franchisee shall not disclose any information or knowledge concerning the
Sobik's System to any person other than Franchisee's employees. Franchisee shall
not copy or disclose to any person any confidential manuals or their contents,
and, during and after the term of this Agreement, shall not make use of the
confidential information communicated to Franchisee by Franchisor, except to the
extent necessary in the operations of the Sobik's Subs shop. The confidential
manuals shall at all times remain the sole property of Franchisor and shall
promptly be returned to Franchisor upon the termination of this Franchise
Agreement.

(b) While this Franchise Agreement is in effect, Franchisee shall not
directly or indirectly engage in or be associated with any business similar to a
Sobik's Subs shop or the Sobik's System at any place within a radius of fifty
(50) miles of Franchisee's premises, and for three (3) years after termination
or expiration of this Franchisee's Franchise Agreement (regardless of the cause
thereof), Franchisee shall not become so engaged or associated at any place
within a radius of twenty-five (25) miles of Franchisee's premises or of any
other existing Sobik's Subs shop operated or franchised by Franchisor. A similar
business shall be defined as any business which sells sandwiches, subs,
spaghetti, salad, or any other Sobik's menu items. The provisions of this
paragraph (b) shall not be applicable to any Sobik's Subs shop or similar
business operated by Franchisee under a license or Franchise Agreement executed
by Franchisor.

(c) In the event Franchisee fails or refuses to comply with the in-term
or post-term covenants of Paragraph (b) of this Article 12, even if such failure
or refusal is based upon a claim that the laws of any particular jurisdiction
excuse such non-compliance or make the provisions of said Paragraph (b)
unenforceable in whole or in part, Franchisee hereby separately covenants and
agrees that while this Franchise Agreement is in effect and for one (1) year
after his termination, Franchisor shall have the right and option to require
that any competing business opened by Franchisee in violation of this clause pay
a weekly royalty and advertising fee equal to the fees which would be due by
Franchisee for the remaining term of this Agreement. This remedy is cumulative
to all other contract and equitable remedies available to Franchisor, and
Franchisee recognizes and stipulates that this provision is enforceable by
injunction or other form of equitable relief.

(d) In the event the time or geographical limitations of Paragraph
(b) of this Article 12 are determined by any court of record to be invalid or
unreasonable under applicable law, both parties acknowledge that a court of
competent jurisdiction may reduce or enlarge said limitations and enforce them
in their modified condition.

(e) In the event Franchisor determines the franchisee is not providing
sufficient supervision of the Franchise, Franchisor shall have the right to
supplement Franchisee's work force, at the sole expense of Franchisee, until
such time as Franchisor deems that the supervision level is sufficient.

13. FINANCIAL REPORTS AND RECORD KEEPING

(a) Franchisee shall maintain financial records in conformity with
standards prescribed by Franchisor. Such reports shall include, but shall not be
limited to, all tax returns, all original sales records, including cash register
tapes, purchase records, profit and loss statements, balance sheets, employment
records and other records as would normally be examined by an independent
accountant making an audit of Franchisee's financial records pursuant to
generally accepted auditing standards. Records shall be kept by Franchisee for
at least three (3) years following the end of the calendar year to which such
records relate. Franchisee shall allow Franchisor's representatives to examine,
audit and copy all such records during regular business hours.

<PAGE>

after the close of each of Franchisee's fiscal year, Franchisee shall deliver
to Franchisor a complete and accurate profit and loss statement for the
preceding fiscal year and balance sheet as of the end of such year. Such
statements and balance sheets shall be in the form specified by Franchisor,
prepared in accordance with generally accepted accounting principle's
consistently applied, and accompanied by a letter from Franchisee's accountant
which certifies their accuracy.

14. INSURANCE

(a) Franchisee shall maintain during the term hereof, at Franchisee's
expense in form and with insurers satisfactory to Franchisor a comprehensive
general liability policy including premises, operations, products, owner's and
contractor's protection liability, Franchisee's parking areas with personal
injury, bodily injury and property damage liability coverage of five hundred
thousand dollars ($500,000.00) combined single limit. Franchisee will also
maintain a one thousand dollar ($1,000.00) premises medical payment insurance
policy. Franchisee shall also secure certificates of insurance from
Sub-Contractors performing work on Franchisee's premises and forward copies to
SBK FRANCHISE SYSTEMS, INC.. Such insurance shall name Franchisor as an
additional insured and shall contain an agreement by the insurer that it will
not cancel or modify such policy of insurance except after ten (10) days prior
written notice to Franchisor. The original policy of such insurance or
certificate thereof including renewals, shall be delivered to Franchisor at
least ten (10) days prior to (a) commencement of the Term, and (b) expiration of
the existing policy of insurance. Franchisee shall give Franchisor immediate
notice of any injuries to persons or to properly occurring on Franchisee's
premises. Franchisee will indemnify Franchisor and save it harmless from and
against all claims for damages to persons or property arising from or out of an
occurrence on Franchisee's premises and Franchisee shall, at Franchisor request,
undertake in Franchisor's name the defense of all actions arising from such
occurrence in which Franchisor is named as a defendant. Franchisee shall pay all
costs, damages, expenses and reasonable attorney's fees incurred by Franchisor
in connection with such claims.

(b) The sale of beer is optional for the franchisee. If the franchisee
elects such option, the franchisee agrees to self-insure against loss(e) arising
from action(s) against the Franchisee. The Franchisee also agrees to hold
Franchisor harmless in any suit(s) or loss(e) resulting directly or indirectly
from Franchisee's sale of beer.

15. TRANSFER OF FRANCHISE

(a) The rights of any natural person who is a franchisee may pass upon
death to next of kin or legatees provided such next of kin or legatees enter
into all agreements currently in use by Franchisor for licensing a new
franchise, and satisfactorily pass all training required of a Sobik's
Franchisee.

(b) Franchisee may sell, assign and transfer Franchisee's rights under
this Franchise Agreement to another person or entity, and be relieved of further
obligations hereunder (other than obligations contained in Article 12 hereof),
provided:

(1) that the purchaser has a credit rating satisfactory to
Franchisor, is of good moral character, has business qualifications satisfactory
to Franchisor, will comply with Franchisor's training requirements and enters
into any and all direct agreements with Franchisor, (including stockholder
guarantees of a corporate operator) that Franchisor is then requiring of newly
franchised operators;

(2) that all money obligations of Franchisee hereunder are fully
paid, Franchisee is not in default hereunder and Franchisee executed a general
release of claims against Franchisor;

(3) that Franchisee pays Franchisor two thousand five hundred
dollars ($2,500.00), to cover its administration expenses in connection with the
transfer.

<PAGE>

(4) that Franchisee has first offered to sell this franchise
and Franchisee's premises in accordance with Article 16. Any advertisement for
the sale of Franchisee's rights hereunder shall make clear that Franchisee, and
not Franchisor, "Sobik's Subs" or any affiliated company, is the seller.

(5) at least ten (10) days prior to closing the sale of the
Franchise, Franchisee shall submit the Contract, a closing statement and all
other closing documents to Franchisor for review by legal counsel. No sale of a
franchise shall be valid unless Franchisor has approved, in writing prior to
closing, all of the pertinent documents and the closing procedure. Following
closing of the sale, Franchisee shall submit executed and recordable copies of
all closing documents to Franchisor for its files.

(c) Franchisee, if a natural person, may assign and transfer its rights
hereunder to a corporation without, however, being relieved of any personal
liability, provided (1) the corporation is newly organized and its activities
are confined exclusively to operating Franchisee's Sobik's Subs shop; (2)
Franchisee is the legal and equitable owner of the controlling stock interest of
the corporation and is the principal executive officer thereof; (3) all money
obligations of Franchisee to Franchisor are fully paid; (4) the corporation
agrees, in writing satisfactory to Franchisor, to assume all Franchisee's
obligations hereunder; (5) all stockholders of the corporation guarantee, in
writing satisfactory to Franchisor, the full and prompt payment and performance
by the corporation of all its obligations to Franchisor.

(d) No transfer or sale of a franchise will be valid unless all conditions
of this Section 15 have been strictly complied with. No purchaser of a franchise
unit shall be deemed accepted, nor shall any approval be implied until a new
Franchise Agreement has been signed by all of the parties, and until all
conditions to the transfer have been met.

16. TRANSFER OF FRANCHISEE'S PREMISES

Franchisor and Franchisee intend Franchisee's premises be operated as a
Sobik's Subs shop continuously throughout the term. If Franchisee owns
Franchisee's premises or occupies same under the lease or other agreement with a
party other than Franchisor and in the event:

(a) Franchisee's premises cease to be operated by Franchisee as a
Sobik's Subs shop in accordance with the provisions of this Agreement for any
reason (including but not limited to) discontinuance of business by Franchisee,
loss by Franchisee of Franchisee's right to occupy Franchisee's premises or
termination (other than by expiration) of this Agreement; or

(b) Franchisee proposes to sell or transfer, by any means, Franchisee's
premises. Franchisee shall first offer to sell and transfer to Franchisor
Franchisee's rights in Franchisee's premises and all buildings, improvements,
equipment and furnishings located thereon, exclusively and for a period of
thirty (30) days, at a stated price and on stated terms which shall be the
purchase price and terms offered to Franchisee in writing by a third person
(Franchisee shall communicate to Franchisor in writing the full terms of said
offer and the name of the offeree and in the event Franchisor declines to accept
the terms of such offer, Franchisee shall furnish Franchisor with evidence
satisfactory to Franchisor of the consummation of the transaction in accordance
with the terms of said offer), or, in the event of business discontinuance or in
the absence of any bona fide offer by a third person, Franchisor may, at its
option, repurchase the franchisee's premises for a fair price, as determined by
agreement of the parties hereto, or absent such agreement, by arbitration in
accordance with the rules of the American Arbitration Association. Goodwill
shall be excluded from the arbitrator's determination of purchase price. Any
sale to Franchisor as provided in this Article 17 shall include the assignment
of all real property leases relating to Franchisee's premises and, therefore,
all such leases shall specifically permit such assignment and subletting by
Franchisor. In order to implement the foregoing, all such leases shall contain
the following provisions:

<PAGE>

RIGHT AND OPTION OF SBK FRANCHISE SYSTEMS, INC.

"Landlord and Tenant do hereby agree that Tenant's interest in this lease
is assignable to SBK FRANCHISE SYSTEMS, INC. ("SBK") in the event that
tenant breaches this lease or the Franchise Agreement between Tenant and
SBK. Landlord agrees to notify SBK, at 1059 Maitland Center Commons Blvd.,
2nd Floor, Maitland, FL 32751, Attn: Norm Kaufman, of any breach by
Tenant, and SBK shall have the right to cure such breach, and assume
occupancy of the premises. In such event, SBK shall assume the lease, but
shall only be liable for rent which accrues during any period of
occupancy."

The provision of this Article 16 shall survive the termination (other
than by expiration) of this Agreement and shall be applicable only if
Franchisee's premises will not continue to be operated by Franchisee as a
Sobik's Subs shop under this Agreement for the balance of the Term hereof, or if
the purchaser or transferee does not, prior to the purchase or transfer, enters
into mutually acceptable written agreements with Franchisor to continue the
operation of the Sobik's Subs shop on Franchisee's premises for not less than
the balance of the term of the Franchisee's Franchise Agreement.

17. CORPORATE FRANCHISEE

If the franchisee's successor is a corporation, the outstanding stock
thereof shall not be sold, assigned, pledged, mortgaged, transferred or
increased without the prior written consent of Franchisor, except that there may
be a transfer of all of the corporation's stock on the same terms as those on
which a transfer of Franchisee's Franchise would be permitted under Article 15
and 16. These restrictions shall be conspicuously noted on all stock
certificates of a corporate operator. The word "Sobik's" shall not be part of
the name of any corporate operator. If Franchisee is a corporation, all
stockholders, directors and officers, and their spouses shall guarantee, in
writing satisfactory to Franchisor, the full and prompt payment and performance
by Franchisee of all its obligations to Franchisor.

18. LIMITATION OF FRANCHISOR'S AUTHORITY

Franchisee shall use its best efforts to operate his Sobik's Subs shop so
as to maximize sales and profits and Franchisor, shall make such recommendations
as it deems likely to assist Franchisee's efforts. However, Franchisor shall not
establish requirements regarding (a) Franchisee's employment policies, wages,
hours of labor, assignment or direction of Franchisee's employees; (b) the price
Franchisee charges for any product sold in the Sobik's Subs shop (the
Franchisor, in accordance with Franchisor's policies will provide suggested
retail prices for the geographical market area of the franchisee) or to whom any
such product may be sold; or (c) the source from which Franchisee obtains any
item or service used in the Sobik's Subs shop (but only items authorized
pursuant to Articles 5 and 6 shall be so used).

19. COMPLIANCE WITH LAWS

The franchisee shall conduct his business and maintain such premises in
strict compliance with all applicable laws, ordinances, regulations, and other
requirements of any federal, state, county, municipal or other government and
will obtain all necessary permits, licenses or other consents for the operation
of his business.

20. FRANCHISOR'S RIGHT TO TERMINATE

Franchisor shall have the right to terminate this Agreement, without
prejudice to enforcement of any legal right or remedy, for the following (but
not limited to) reasons:

(a) If Franchisee fails to pay, when due, any monies owed under this
agreement, or under any other note, agreement, obligation or contract between
the parties hereto, time being of the essence.

(b) If Franchisee discontinues the operation of a Sobik's Subs shop
at Franchisee's premises, or ceased to have the right to occupy Franchisee's
premises;

<PAGE>

(c) If Franchisee makes any general assignment or trust mortgage for
the benefit of creditors or files, either voluntarily or involuntarily, in any
bankruptcy court;

(d) If Franchisee fails to open the Sobik's Subs shop within one
hundred twenty (120) days from the date of the Franchise Agreement, subject to
one extension of sixty (60) days for cause beyond Franchisee's control;

(e) If the franchisee fails to complete Franchisor's initial training
program or the five (5) year refresher course to the reasonable satisfaction of
Franchisor;

(f) If the franchisee makes unauthorized use or disclosure of any
information relative to the Sobik's System;

(g) If the franchisee refuses to permit Franchisor's representatives
to inspect the Sobik's Subs shop premises and financial records pertaining to
the operations of the restaurant;

(h) If the franchisee fails to satisfy certain requirements prior to
the sale or assignment of the Franchise Agreement, or the franchisee's rights
thereunder;

(i) If any portion of the Franchise Agreement relating to payment of
fees to Franchisor, noncompetition by Franchisee, or the preservation of the
Sobik's System trademarks, or service marks, is for any reason declared invalid
or unenforceable;

(j) If the franchisee for any reason fails or refuses to comply with
any laws, ordinances, regulations or other requirements of governmental agencies
as stipulated in Article 19 of the Franchise Agreement;

(k) If the franchisee fails or refuses to operate his Sobik's Subs shop
in accordance with the Sobik's System as set forth in the Confidential
Operations Manual;

(l) If the franchisee fails or refuses to fulfill any other obligation
contained in this Franchise Agreement, time being of the essence and strict
performance being required.

21. EVENTS OF TERMINATION

Upon the expiration or termination of this Agreement and Franchisee's
franchise (regardless of the cause thereof), Franchisee shall immediately
discontinue the use of the name "Sobik's Subs" and of all signs, emblems, marks,
color scheme and forms of advertising indicative of the Sobik's System or
resembling any of its distinguishing characteristics, and, so far as Franchisee
may lawfully do, shall make or cause to be made such removals of or changes in
signs, buildings, and structures as Franchisor shall reasonably request so as to
eliminate the name "Sobik's Subs" and all other similar names from Franchisee's
premises and to effectively distinguish said premises from their former
appearance and from any other Sobik's Subs shop. And, if Franchisee shall fail
or refuse to make or cause such changes to be made, Franchisor without prejudice
to its other rights and remedies, may enter upon Franchisee's premises, forcibly
if necessary, without being guilty of trespass or any other tort, and make such
changes at Franchisee's expense.

22. NOTICES

Any notice which is to be given to either party hereunder shall be deemed
sufficiently given if sent by certified or registered mail, postage prepaid, to
Franchisee at Franchisee's premises, or to Franchisor at 1059 Maitland Center
Commons Blvd., 2nd Floor, Maitland, FL 32751, or such other address as
Franchisor may from time to time designate. Additionally, all reports required
to be made by Franchisee under this Agreement shall be directed to Franchisor at
the above address.

<PAGE>

23. RELATIONSHIP

The relationship between the parties is that of independent contractors.
No partnership, joint venture, agency or employment is intended. Franchisee
shall not pledge Franchisor or the company's credit nor bind it to any
obligation, and Franchisee shall indemnify and save Franchisor harmless from and
against all claims, demands, costs and expenses arising out of the operation of
Franchisee's Sobik's Subs shop. A sign stating that franchisee is an independent
owner and operator of Franchisee's Sobik's Subs shop shall be prominently
displayed on Franchisee's premises at all times.

24. REMEDIES

In addition and cumulative to any and all of the remedies of the
Franchisor provided herein, or in the Offering Circular, Franchisor shall have
available to it all legal and equitable remedies provided for by law, and said
remedies may be utilized independently or together, and Franchisor's failure to
utilize any one remedy shall not constitute waiver or laches. In the event of
any dispute or litigation arising out of this Agreement or the relationship
between the parties, venue shall be in a court of competent jurisdiction in
Orange County, Florida. Additionally, in the event Franchisee violates any of
the provisions of Section 11 hereof relative to maintenance, cleanliness,
appearance or operation (including hours and days of operation) of the Sobik's
Subs shop, or violates provisions of Section 5 and 6 hereof relative to the
failure of Franchisee to use only approved products, materials and supplies,
Franchisor shall have the right, in its sole discretion, to assess fines to
Franchisee, in an amount not to exceed two hundred and fifty dollars ($250.00)
per day for each day wherein the foregoing violations occur. Franchisor shall
deliver written notice to any franchisee who has been assessed a fine in
accordance with the provisions hereof, and the fine shall become immediately due
and payable with the next installment of royalty payments. Franchisor shall have
all rights of collection relative to any fined amounts which Franchisor has
relative to the collection of any fees, payments or charges provided herein.
Franchisor shall have a security interest in all equipment, inventory and
accounts of Franchisee to secure any payments or charges due from Franchisee
under this Agreement, including, without limitation, fees, royalties,
advertising payments, fines, charges, assessments or payments made by Franchisor
to third parties under any leases or guarantees. Franchisee appoints Franchisor
as its attorney-in-fact for the purpose of filing any necessary financing
statements to perfect said security interest.

25. WAIVER OF JURY TRIAL

BOTH PARTIES AGREE THAT IN ANY DISPUTE ARISING OUT OF THE INTERPRETATION
OR ENFORCEMENT OF THIS AGREEMENT, THE FRANCHISE OFFERING CIRCULAR, OR ANY OTHER
CONTRACT BETWEEN THE PARTIES RELATIVE TO THE FRANCHISE, BOTH PARTIES
UNEQUIVOCALLY WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO ANY SUCH
LAWSUITS, CLAIMS OR DISPUTES.

26. ATTORNEY'S FEES AND COSTS

Should Franchisor be required, in the sole discretion of Franchisor to
employ an attorney, paralegal, accountant or other professional to enforce any
provisions of the Agreement, any and all charges billed by such professionals
shall be paid by Franchisee, whether suit is filed or not, including any and all
costs, attorneys, paralegal or accounting fees associated with any litigation
including appeals arising out of this Agreement.

27. FRANCHISEE'S ASSUMPTION OF RESPONSIBILITY

FRANCHISEE ACKNOWLEDGES THAT PRIOR TO EXECUTING THIS AGREEMENT,
FRANCHISEE MADE SUCH INDEPENDENT INVESTIGATIONS OF THE SOBIK'S SYSTEM AS
FRANCHISEE DEEMED NECESSARY. FRANCHISEE FURTHER ACKNOWLEDGES THAT FRANCHISOR HAS
MADE NO REPRESENTATIONS OR WARRANTY AS TO ANY PROFITS FRANCHISEE MAY REALIZE IN
THE OPERATION OF A SOBIK'S SUBS SHOP, AND FRANCHISEE ASSUMES FULL RESPONSIBILITY
FOR SUCH OPERATIONS.

<PAGE>

28. SIGNAGE

All exterior and interior signage, printed advertising material and
promotional material used in or on the store exterior and interior must be
approved in writing by Franchisor. Franchisor may, from time to time, require
the franchisee to change or upgrade exterior or interior signage and/or store
exterior and interior to conform with Sobik's Subs shop standards. This will be
at the franchisee's expense.

29. LIQUOR LIABILITY

The sale of beer is optional for the franchisee. If the franchisee
elects such option, the franchisee agrees to carry liquor liability insurance
and agrees to self-insure against losses arising from action(s) against the
franchisee. The franchisee also agrees to indemnify and hold Franchisor harmless
in any suit(s) or loss(e) involving liquor liability.

The franchisee further agrees to strictly abide by all laws governing the
sale of alcoholic beverages. Franchisor reserves the right to cancel
franchisee's right to sell beer, either before or after the same commences, if
Franchisor determines that said sale will adversely affect the Franchisor.

30. DELIVERY BY FRANCHISOR

All products, equipment or supplies required to be delivered by
Franchisor hereunder which are necessary for franchisee to commence operation,
will be delivered by the date on which the franchisee opens for business. The
failure of Franchisor to deliver any of such items shall not be deemed a
material breach of this Agreement.

31. CASH HANDLING EQUIPMENT

The franchisee is required to purchase cash handling equipment as
designated by Franchisor from time to time, in accordance with Franchisor's
specifications. The purpose of this requirement is to provide both the
franchisee and the Franchisor with accurate and timely management information.
The Franchisor will have the right to access the information generated by this
system.

32. MISCELLANEOUS

(a) This Agreement contains a complete expression of the agreement
between the parties and there are no promises, representations, or inducements,
except such as herein provided.

(b) All rights under this Agreement shall inure to the benefit of the
successors and assigns of Franchisor. Except as herein otherwise stated, the
rights of the franchisee under this Agreement are not transferrable, and shall
not be sold, pledged, hypothecated, assigned, or transferred. Franchisor may
assign and transfer this agreement to any successor Franchisor.

(c) Failure on the part of Franchisor to complain of any action or
omission on the part of Franchisee, no matter how long the same may continue,
shall never be deemed to be a waiver by any party of any of its rights
hereunder. No act of concession or waiver of any obligation of Franchisee
hereunder shall ever be deemed a waiver of such obligation by Franchisor.
Franchisor may concede, defer or waive, from time to time, one or more of the
obligations of Franchisee hereunder, or of other franchisees in the Sobik's
System. However, such action shall not impact, in any manner, Franchisor's right
to insist upon complete and absolute performance of each and every provision set
forth herein.

(d) This Agreement may not be amended except by an agreement in
writing and signed by all the parties hereto.

(e) The captions to each article are used for convenience only and
are not to be considered a part of this Agreement nor used in interpreting it.

<PAGE>

IN WITNESS WHEREOF, Franchisor and Franchisee have executed this Agreement
as of the day and year first above written.

FRANCHISOR: SBK FRANCHISE SYSTEMS, INC.

___________________________ By:_______________________________
Witness

___________________________
Witness

SBK FRANCHISE SYSTEMS, INC. EXPRESSLY DISCLAIMS ANY WARRANTY OR
REPRESENTATION AS TO THE POTENTIAL SUCCESS OF FRANCHISEE'S

BUSINESS OPERATIONS HEREUNDER.

THE UNDERSIGNED INDIVIDUALS PERSONALLY GUARANTEE PERFORMANCE OF
THIS FRANCHISE AGREEMENT.

FRANCHISEE: _______________________________

___________________________ By:_______________________________
Witness

___________________________
Witness

<PAGE>

ADDENDUM TO FRANCHISE AGREEMENT

1. This Addendum to Franchise Agreement is executed simultaneously with
that certain Franchise Agreement between SBK FRANCHISE SYSTEMS, INC.
("Franchisor") and ______________________________ ("Franchisee"). This Agreement
shall be a multi-unit territorial development agreement which shall grant unto
Franchisee the right to open and operate multiple units in the state of
___________________ ("the Territory"). Franchisor shall not own, operate, or
franchise any units in the State of _________________, during the term of this
Agreement, provided that Franchisee is in compliance of the terms hereof.

2. In consideration of the territorial rights granted to Franchisee
herein, Franchisee agrees to pay the sum of $90,000.00 for the franchise rights
granted under this Agreement, including the territorial rights. The sum of
$2,500.00 shall be paid upon the execution of this Agreement, which shall be
deemed fully earned, and nonrefundable. Additionally, prior to opening the first
unit for business, Franchisee shall pay an additional fee of $2,500.00. The sum
of $1,500.00 shall be credited toward the territorial price of $90,000.

3. In addition to the payments required under paragraph 2 above,
Franchisee shall be required to open a total of sixty units in the Territory
during the term of this Agreement. This Agreement shall be for a term of ten
years, and Franchisee shall be required to open the following number of units,
during each twelve month period following execution of this Agreement:

<PAGE>

YEAR UNITS
---- -----
1 3
2 4
3 5
4 5
5 6
6 6
7 7
8 8
9 8
10 8

Provided that Franchisee is in compliance with the terms of this Agreement,
Franchisee shall be entitled to renew this Agreement for an additional ten year
period. For such renewal period, Franchisee shall be required to continue
opening units at the rate of five units per year, during each year of the
renewal period.

4. In the event that Franchisee opens more than the required number of
units for any given year, Franchisee shall be credited for the additional units
opened for each successive year. All units owned and operated in the Territory
during the term of the Agreement by Franchisee shall be owned and operated under
the terms of this Franchise Agreement. However, Franchisor shall have the right
to approve all sites and locations for any units opened by Franchisee under the
terms of this Agreement, and, once approved and opened, the operation of such
unit shall be governed under the terms of this Franchise Agreement, provided
that it remains open and in compliance with the Franchise Agreement.

5. Franchisee shall be entitled to open and operate as many units in the
Territory as Franchisee desires during the term of this Agreement, and shall not
be obligated to pay any initial franchise fee for any units, other than the
first unit.

<PAGE>

However, Franchisee shall pay, prior to opening each subsequent
unit, the sum of $1,500.00 to Franchisor, which sum shall be credited toward th
$90,000.00 price for the Territory. The $90,000.00 territorial price must be
paid during the term of this Agreement. If the territorial price is not paid
through the credits referenced herein, during the initial ten year period, then
Franchisee shall have the right to renew the Franchise Agreement for an
additional ten years, however, any unpaid balance of the $90,000.00 territorial
fee, shall carry forward into the renewal period, and Franchisor shall continue
to collect said monies, on a per unit basis, until the entire $90,000.00
territorial fee is paid in full.

6. In addition to being a Franchisee, Franchisor does hereby appoint
Franchisee as its exclusive Sales and Servicing Agent in the Territory during
the term of this Agreement. As the exclusive Sales and Servicing Agent,
Franchisee shall be responsible for locating other Franchisees in the Territory,
and determining whether they are qualified to become a Sobik's franchisee. Once
Franchisee has made the determination that a third party is qualified to become
a franchisee, and has obtained a fully executed Franchise Application, along
with any deposits required by Franchisor, Franchisor will begin the process of
approving such potential third party franchisee. The approval of such potential
third party franchisee shall be in the sole and absolute discretion of
Franchisor. In the event that Franchisor approves a third party franchisee for
opening and operating a franchise unit in the Territory, Franchisor shall pay
Franchisee a sales commission equal to sixty-five percent (65%) of any initial
franchise fee received by Franchisor by said third party franchisee. The amount
and terms of the payment of the initial franchise fee from said third party
franchisee shall be the

<PAGE>

standard fee charged by Franchisor in the territory, unless approved by both
parties. However, for each franchise unit sold through Franchisee in the
Territory, Franchisor shall retain an additional fifteen percent (15%) of the
initial franchise fee (leaving 50% to Franchisor and 50% to Franchisee)1 until
such time as Franchisor has received the total territorial price of $90,000.00.
Once Franchisee has received the full territorial price of $90,000.00, then
Franchisee will begin collecting the full sixty-five percent (65%) of any
initial franchise fees from sales of units in the Territory. As the Exclusive
Sales Agent in the Territory, Franchisee shall obtain any and all licenses
required to act as a franchise sales agent in the Territory, and shall abide by
any and all laws, rules or regulations with the regard to the sale of franchises
in the Territory. Additionally Franchisee shall maintain a corporate office for
the sale and servicing of franchise units in the Territory, which shall be
staffed and equipped with personnel and equipment which is reasonably required
for the sale and servicing of franchise units in the Territory. Franchisee
agrees to diligently pursue all leads, to advertise and promote the sale of
franchises in the Territory, and to act professionally, diligently and
thoroughly in the pursuant of franchise sales within the Territory during the
term of this Agreement. Franchisee shall use its best efforts, and devote such
time, energy, money and resources as required to maximize development of the
Territory during the term of this Agreement, either through the opening of
franchisee operated units, or through the sale of units to third parties.

7. In addition to acting as the Exclusive Sales Agent for Franchisor in
the Territory, Franchisee shall act as the Exclusive Servicing Agent for
Franchisor with regard to all units located within the Territory during the term
of this Agreement. As the

<PAGE>

Exclusive Servicing Agent, Franchisee shall manage and supervise all operations
of all units within the Territory during the term of this Agreement, and shall
discharge the following obligations of Franchisor with regard to any units in
the Territory, whether owned by Franchisee, or by other third party franchisees.

(a) Site selection subject to Franchisor's approval.
(b) manage marketing fund in the Territory.
(c) Execute corporate marketing programs in Territory.
(d) develop and assist in local marketing programs.
(e) Enforce all operations procedures in all units in the
Territory.
(f) Enforce franchise compliance with systems requirements.

In exchange for the performance of these supervisory and servicing duties,
Franchisor shall agree to pay to Franchisee a servicing fee equal to thirty-five
percent (35%) of all royalties generated from all units within the Territory.
This fee shall be due and payable monthly, on the fifteenth day of each month,
provided that royalties have been collected from such sales from units within
the Territory during the proceeding calendar month. If Franchisor receives a
partial payment of such royalties, Franchisor shall be obligated to make a pro
rata and partial payment of such servicing fee to Franchisee. The servicing fee
paid by Franchisor to Franchisee hereunder shall include a servicing fee on all
units owned and operated by Franchisee in the Territory.

<PAGE>

in Lincoln and at least ten units in Omaha, and provided that Franchisee is
properly performing the obligations of Sales and Servicing agent, then
Franchisee will retain its exclusive territorial rights to Lincoln and Omaha (
within the city limits of each city), and all other rights under this agreement
relating to any franchisees in said reduced territory.

9. Additionally, the Franchise Agreement is modified to provide that,
although a four percent (4%) advertising fee will be paid by each of the units
in the Territory to Franchisor, Franchisor will, along with Franchisee,
establish a marketing cooperative for administering a marketing fund in the
Territory. Franchisor will contribute seventy-five percent (75%) of the
advertising money collected from the Territory back to the _______________
cooperative marketing fund, which will be administered by Franchisee, under
Franchisor's supervision. These monies will be utilized for advertising the
Sobik's name, trademark, logo and system in the Territory, in all areas where
there are existing units. The marketing programs will be established and the
marketing fund will be administered by Franchisee, however, all final
advertising, marketing, and expense approval shall be by Franchisor.
Additionally, Franchisee acknowledges that, at such time as Franchisor
establishes a national advertising program for marketing and advertising the
Sobik's name, trademark and system on a nationwide basis, or on a regional or
national basis, then one hundred percent (100%) of all monies collected for
marketing purposes from stores in the Territory will be contributed to the
national advertising program, and additional monies (2% - 4%) will be collected
from the Territory units, and will be administered locally by Franchisee,
pursuant to the terms of this Agreement. The parties acknowledge

<PAGE>

that Franchisor has not completely developed this program yet, however,
Franchisee acknowledges that Franchisor may establish this program, in the
future, and the terms of this Agreement will be modified to comply with the
terms of the national advertising program established by Franchisor.

10. Except for the matters specifically set forth herein, all other terms
and provisions of the Franchise Agreement to which this Addendum is attached
shall remain in full force and effect.

Dated this ____ day of ________________, 1996.

WITNESSES:

______________________________ ____________________________

______________________________

______________________________ ____________________________

______________________________

SBK FRANCHISE SYSTEMS. INC.

_____________________________ _________________________________
By:______________________________
_____________________________ Its:_____________________________

EXHIBIT 10.2
Trademark Licensing Agreement
dated March 1, 1993

<PAGE>

EXCLUSIVE TRADEMARK LICENSING AGREEMENT

THIS AGREEMENT, made effective this 1st day of March, 1993, by and
between Sobik's Sandwich Shops, Inc. ("Licensor"), a Florida corporation, SBK
Franchise Systems, Inc., a Florida corporation, George A. Salmons, James S.
Byrd, Jr. and Ardie W. Killion, Jr. (hereinafter collectively referred to as
"Licensee").

A. Licensor is a Florida corporation which is owner of a registered
Trademark, trade name, trade dress, logo and associates intellectual property
rights relative to the name "Sobik's Subs" (Federal trademark # 1202351),
hereafter, the "Trademark". In addition, Licensor is the Franchisor under
certain Franchise Agreements with Sobik's Franchisees (the "Franchise
Agreements"), set forth on the attached Exhibit "A"; and

B. Licensee is a Florida corporation, along with the individual
officers, directors and all shareholders thereof, which corporation was formed,
inter alia, for the purpose of acquiring the license rights herein; and

C. The parties affirm and acknowledge the simultaneous execution of
that certain Assignment of Franchisor's Rights and Obligations Agreement
effective of even date herewith, hereafter referred to as the "Assignment"; and

D. The parties hereto are executing this Agreement for the purpose
of memorializing their understanding with respect to the matters herein
contained; and

NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and other good and valuable

<PAGE>

consideration, the receipt and sufficiency of which is hereby acknowledge, the
parties hereto agree as follows:

1. Licensor does hereby license unto Licensee, on an exclusive
basis except for the specific exceptions set forth herein, the Trademark, and
does hereby confer unto Licensee, on an exclusive basis, the right to
sub-license said rights to franchisees, sub-franchisors or sub-licensees.
Provided that Licensee has complied with the terms of this Agreement, Licensor
shall not have the right to further license or assign said trademark rights for
any purpose[.

2. Licensor shall remain the owner of the Trademark for the duration
of this Agreement and any renewals therefor, and the parties acknowledge that
neither Licensee nor Licensor are a partner, joint-venturer, or agent of the
other in any sense, and neither has the power to bind the other to third
parties. Licensee, as a condition to the license to the license rights granted
herein, warrants that:

a. it shall not use or sub-license another to use the
Trademark other than for or in aid or the purposes set forth in the Franchise
Agreements, nor shall it cause or allow the Trademark to be displayed in any
manner that may in the sole discretion and judgement of the Licensor, bring
disparagement or ridicule upon the Licensor or franchisees:

b. it shall promptly notify Licensor of any claim,
demand, or suit based upon or arising from, or any attempt by any

<PAGE>

other to use or infringe upon, Licensor's Trademark or in any way damaging to
Licensor's proprietary interest therein;

c. even though Licensee affirms that it will bear the total
cost of all litigation and enforcement actions of any kind to preserve and
protect the Trademark from infringement or abandonment, any such suit or actions
shall be under the absolute control of the Licensor.

3. This Agreement shall commence on March 1, 1993, and shall
continue for a period of five (5) years (the "initial Term"). Licensee shall
have the unilateral right to review this Agreement for five (5) additional
periods of one year each, provided that Licensee has given written notice of
renewal to Licensor no less than 30 days prior to the expiration of the then
current term, and is not in default or arrears under this Agreement or the
Assignment at the time of said notice.

4. In exchange for the License rights granted hereby, Licensee does
hereby agree to pay to Licensor the following sums ("Royalties"):

a. 25% or all revenues collected by Licensee as a result of
the sublicensing or other similar usage of the Trademark exclusive of and in
addition to any revenues due Licensor in accordance with the terms of the
Assignment.

b. An initial license fee of $7,500.00, paid upon execution of
this Agreement; and $1.00 renewal fee upon notification to Licensor of each
renewal.

<PAGE>

All Royalty payments shall be due on the 10th day of the month, for
any revenues received during the previous month. Licensee grants Licensor the
right to review the books and accounts relating to the above revenues with
reasonable advance notice and during regular office hours.

5. In addition to the above, and as further consideration for the
license rights granted hereby, Licensor hereby grants Licensee an irrevocable
option to purchase the Trademark at any time during the initial Term or renewal
periods, provided that Licensee is not in default or arrears hereunder or under
the terms of the Assignment at the time Licensee notifies Licensor of its desire
to exercised option, subject to the following:

a. On the date of said purchase and sale, the "Purchase Date",
the Purchase Price shall be the base price of $100,000.00 PLUS an additional 3%
of the then current annual franchise revenues collected through the Purchase
Date under Licensee's rights in the Assignment, if during year two of this
Agreement; 2% of such amount if during year three; and 1% of such amount if
during year four.

b. In addition to the above, the price shall be adjusted each
year to reflect any changes in the Consumer Price index for Urban Wage Earners
and Clerical Workers, as promulgated by the U.S> Department of Labor, with a cap
of 5% per year.

c. This Purchase Price, as adjusted, shall be paid to Licensor
by cashier's check or direct bank wire transfer, on the

<PAGE>

Purchase Date. Upon receipt of payment, Licensor shall transfer the trademark,
by Bill of Sale, Assignment of Trademark for recording in the U.S> Patent and
Trademark Office, or other instrument of absolute conveyance.

d. Royalties shall continue to be paid to Licensor throughout
the initial Term, even after the Purchase Date, at the rate of 25%, with no
renewals.

6. Upon completion of the purchase of the Trademark, Licensor shall
be granted a license to use the Trademark through a multi-unit franchise
agreement for any stores owned by Licensor at the time, in a form and terms
identical with that attached hereto as Exhibit "B".

7. The parties agree that Licensor currently owns and operates six
stores, and has sold or leased three others on contract for sale or
lease/purchase, all as set forth on the attached Exhibit "C". Licensor shall not
be required to pay any royalty or franchise fees of any kind for any of these
stores, for so long as they are owned by Licensor, or by John Sobik or Beverley
I. Sobik. However, Licensor shall pay Advertising Payments upon said stores, as
that term is defined in Exhibit "B", as provided in the Assignment.

8. Licensor and Licensee do hereby mutually indemnify each other and
hold each other harmless from any and all liability resulting from the
respective parties operations hereunder. In the event that Licensee fails to
comply with the terms of this Agreement, the Licensor, following written notice
and 30 day

<PAGE>

opportunity to cure, shall be entitled to terminate this license, revoke the
rights generated hereunder, assume Licensee's full rights in any outstanding
sub-licenses in any form, and resume licensing of the Trademark to third parties
without incurring any liability to Licensee or any successor or affiliate
thereof. Additionally, in any event of default, both Licensor and Licensee shall
have rights of specific performance and other remedies hereunder, as allowed by
Florida la.

9. Time is of the essence of this Agreement. Any reference herein to
time periods of less than six (6) days shall in the computation thereof exclude
Saturdays, Sundays and legal holidays, and any time period provided for herein
which shall and on a Saturday, Sunday, or legal holiday shall extend to 5:00
p.m. of the next full business day.

10. All notices and other communications under this Agreement shall
be in writing and shall be deemed to have been duly given if delivered in
person, mailed by registered or certified mail (return receipt requested) and
first-class postage prepaid addressed to the party for whom it is intended, or
transmitted by facsimile with written verification of the receiving terminals
receipt, to the parties as follows:

------------------------

<PAGE>

These names and addresses may be changed by written notice given in accordance
with this Agreement.

11. This Agreement, including the Exhibits to which it refers, and
which are made a part of this Agreement, contains the entire agreement and
understanding of the parties to this Agreement with respect to the subject
matter contained in this Agreement, and all prior agreements or understanding of
the parties to this Agreement are revoked. This Agreement may be amended or
terminated only by a written instrument executed by both Licensor and Licensee.
There are no agreements, restrictions, promises, warranties, covenants, or other
undertakings other than those expressly set forth in this Agreement.

12. Deleted by signature from text.

13. This Agreement shall inure to the benefit of, any be binding
upon, Licensor and Licensee, and their respective successors and assigns, and
other legal representatives. Either Licensor or Licensee may assign their
interest hereunder, but only with the prior written consent of the other, which
shall not be unreasonably withheld.

14. In connection with any litigation arising out of this Agreement,
the prevailing party shall be entitled to recover all costs incurred, including
reasonable attorneys' and paralegals' fees, including without limitation
mediation, arbitration, trial, appellate or bankruptcy proceedings.

15. This Agreement shall be construed and governed in accordance
with the laws of the State of Florida, and the parties

<PAGE>

agree that venue shall lie exclusively in the courts thereof serving Seminole
County, Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year above indicated.

SOBIK'S SANDWICH SHOPS, INC.

/s/ JOHN SOBIK, JR.
By:------------------------------

John Sobik, Jr., Pres.

SBK FRANCHISE SYSTEMS, INC.

/s/ GEORGE A. SALMONS, PRES.
By:------------------------------
George A. Salmons, Pres.

and individually by

/s/ GEORGE A SALMONS
---------------------------------
George A. Salmons

/s/ JAMES S. BYRD, JR.
---------------------------------
James S. Byrd, Jr.

/s/ ARDIE W. KILLION, JR.
---------------------------------
Ardie W. Killion, Jr.

<PAGE>

"EXHIBIT A"

ASSIGNMENT OF FRANCHISOR'S RIGHTS AND OBLIGATIONS

UP-DATED: FEBRUARY 25, 1993

FRANCHISE STORES

Sobik's of Eustis #8 Sobik's of Fairbanks #10
603 N. Hwy. 441 1051 W. Fairbanks Ave.
Eustis, FL 32726 Winter Park, FL 32789
Charles & Louise Browning Debbie & Phil Brosseau
(904)357-6400 (407)645-1133

Sobik's of 434 #11 Sobik's of Semoran #12
470 W. Hwy. 434 4302 S. Semoran Blvd.
Longwood, FL 32750 Orlando, FL 32807
Ardie Killion Ray & Karen Schad
(407)831-1913 (407)282-5230

Sobik's of Lake Underhill #13 Sobik's of Pine Street #16
7371 Lake Underhill Dr. 55 East Pine Street
Orlando, FL 32822 Orlando, FL 32801
Mike Spaulding Mike Chervenak
(407)275-1037 (407)425-0164

Sobik's of Cocoa Beach #17 Sobik's of Lee Road #18
5840 N. Atlantic Ave. 1010 Lee Road
Cocoa Beach, FL 32931 Orlando, FL 32810
Mike Harr Barry and Wendy Tracy
(407)783-5299 (407)629-1835

Sobik's of Airport Blvd. #26 Sobik's of Michigan #28
2290 W. Airport Blvd. 2345 Michigan Avenue
Sanford, FL 32771 Orlando, FL 32806
John Sobik, Ill Ray & Karen Schad
(407)321-5618 (407)894-7217

Sobik's of Titusville #32 Sobik's of S. Conway #33
3855 S. Hopkins Ave. 5120 S. Conway Road
Titusville, FL 32780 Orlando, FL 32812
Ray & Karen Schad
Sobik's of 17-92 #7 (407)859-4481
409 N. Hwy 17-92
Longwood, FL 32750
Dale J. Turk
Tom Hage
(407)695-4404

9
<PAGE>

Sobik's of Fern Park #34 Sobik's of Winter Garden #35
6525 S. Hwy. 17-92 1373 E. S.R. 50
Fern Park, FL 32730 Winter Garden, FL 34787
John Watt John Hickman
Greg Williams/Manager (407)877-8700
(407)260-8404
Sobik's of Lake Mary #42
Sobik's of Silver Star #36 3895 Lake Emma Rd., Suite 101
3025 Silver Star Road Lake Mary, FL 32746
Orlando, FL 32802 (407)333-0879
Barry and Wendy Tracy
(407)297-9142 Sobik's of Leesburg #44
10041 S. Hwy. 441, Suite E
Sobik's of N. Kirkman Rd. #41 Leesburg, FL 34788
5600 W. Colonial Drive - #108 Byron & Karen Malone
Orlando, FL 32808 (904)365-6070
Michael Gekiere/David Osborne
(407)297-9597 Sobik's of Orange City #46
2499 Enterprise Road
Sobik's of Sandlake Rd. #43 Orange City, FL 32763
1925 Sandlake Road Daniel Shannon
Orlando, FL 32810 (904)775-1141
Paul Skalyo
(407)857-0146 Sobik's of N. Orange Avenue #50
333 N. Orange Avenue
Sobik's of Inverness #45E Orlando, FL 32801
2060 W. Hwy. 44 Jack & Jennifer Gates
Inverness, FL 32650 (407)839-4974
Jim Sobik
(904)637-3710 Sobik's of W. Oak & Central #52
401 W. Oak Street
Sobik's of Taft-Vineland #48 Kissimmee, FL 32741
9521 S.O.B.T. Suite 117A Jim & Nancy Peeples
Orlando, FL 32821 (407)847-8185
Roy Bye
(407)856-0940 Sobik's of Oak Ridge Rd. #54
1710 W. Oak Ridge Road
Sobik's of East Colonial #51 Orlando, FL 32809
3802 E. Colonial Dr. Ken & Rosemary Bye
Orlando, FL 32803 (407)856-7151
Tammy & Allan Howar
(407)895-1863

Sobik's of Lakeland #53
5675 New Tampa Hwy.
Lakeland, FL 33801
Jim & Nancy Peeples
(813)688-8687

<PAGE>

Sobik's of Brantley Hall #55
990 N. S.R. 434
Altamonte Springs, FL 32714
David and Christine Flanagan
(407)682-4470

Sobik's of Brooksville #59
811 South Broad Street
Brooksville, FL 34601
Roseanne Sobik
(904)796-1263

Sobik's of Aloma #61
2242 Aloma Ave.
Winter Park, FL 32792
Ron & Todd Stone
(407)629-5344

Sobik's of Gainesville #58
1702 W. University Blvd
Gainesville, FL 346031
Charlie Browning
Dick Westerman
(904)373-8873

Sobik's of Brandon #03-01
2102 W. Brandon Blvd.
Brandon, FL 33511
Ken Kroll
Murray Homelsky
(813)684-7827

<PAGE>

COMPANY STORES

Sobik's of Sanford #2
2435 S. French Ave.
Sanford, FL 32771
Nancy Mort
(407)322-4020

Sobik's of Ocoee #9
304 Ocoee Apopka Road
Ocoee, FL 32761
Judy Klick
(407)656-8133

Sobik's of Union Park #23
10438 E. Colonial Drive
Orlando, FL 32817
Voncile Bailes
(407)381-2629

Sobik's of Apopka #
247 W. Main Street
Apopka, FL 3270
Joyce Simon
(407)886-0551

Sobik's of Edgewater
6194 Edgewater Drive
Orlando, FL 3281
Donita Johnson
(407)298-6418

Sobik's of the Trail
307 N. Orange Blossom
Orlando, FL 328
Blake Milstead
(407)423-7104

<PAGE>

"EXHIBIT B:

ASSIGNMENT OF FRANCHISOR"S RIGHTS AND OBLIGATIONS

-------------------------------------------------------------

FRANCHISE AGREEMENT

SOBIK'S FRANCHISES, INC.

-------------------------------------------------------------

EXHIBIT 10.3
Fanchise Agreement between SBK Franchise Systems, inc. and
Sailormen, Inc. dated March 2, 1995

<PAGE>

FRANCHISE AGREEMENT

BETWEEN SBK FRANCHISE SYSTEMS, INC.

AND

SAILORMEN, INC.

<PAGE>

TABLE OF CONTENTS

ITEM HEADING PAGE #

1. FRANCHISE 2

2. TERM 2

3. TRAINING 3

4. OPERATING ASSISTANCE 3

5. UNIFORMITY OF OPERATIONS 4

6. APPROVAL OF QUALITY OF MATERIALS AND SUPPLIES 4

7. INITIAL FRANCHISE FEE 4

8. WEEKLY ROYALTY FEES 5

9. ADVERTISING PAYMENTS 5

10. ADVERTISING 5

11. OPERATION OF SOBIK'S SUB SHOP 5

12. CONFIDENTIAL INFORMATION 6

13. FINANCIAL REPORTS AND RECORD KEEPING 7

14. INSURANCE 7

15. TRANSFER OF FRANCHISE 8

16. TRANSFER OF FRANCHISEE'S PREMISES 9

17. CORPORATE FRANCHISEE 9

18. LIMITATION OF COMPANY'S AUTHORITY 10

19. COMPLIANCE WITH LAWS 10

20. FRANCHISOR'S RIGHT TO TERMINATE 10

21. EVENTS OF TERMINATION 11

22. NOTICES 11

23. RELATIONSHIP 11

24. REMEDIES 11

25. WAIVER OF JURY TRIAL 12

26. ATTORNEY'S FEES AND COSTS 12

<PAGE>

27. FRANCHISEE'S ASSUMPTION OF RESPONSIBILITY 12

28. SIGNAGE 12

29. LIQUOR LIABILITY 12

30. DELIVERY BY FRANCHISOR 13

31. CASH HANDLING EQUIPMENT 13

32. MISCELLANEOUS 13

<PAGE>

FRANCHISE AGREEMENT

FOR FRANCHISE PREMISES AT

-----------------------------------------
SEE ADDENDUM hereinafter called ( "Franchise Premises")

THIS AGREEMENT made as of the 2nd day of November, 1995 between SBK
FRANCHISE SYSTEMS, INC., a Florida corporation (hereinafter call "Franchisor")
and SAILORMEN, INC. (herein called "Franchisee") .

WHEREAS, the distinguishing characteristics of the Sobik's System include,
but are not limited to:

(a) the name "Sobik's Subs" or other such similar names;

(b) a unique and readily recognizable design, color scheme and layout for
the premises wherein such business is conducted (herein called a
Sobik's Subs shop")

(d) methods of preparing, serving, and merchandising specialty
sandwiches, related food items and other products;

(e) the use of specialty prepared ingredients;

(f) the use of quality management and supervisory teams; and

(g) the use of confidential operations manuals which detail the
standards, specification and requirements of the Sobik's System.

All of which characteristics may be changed, improved or further developed
from time to time and are disclosed and made available, in confidence, to
persons sub-licensed by the Franchisor to operate a Sobik's Subs shop in
accordance with Sobik's System.

WHEREAS, Sobik's Sandwich Shops, Inc. has exclusively licensed Franchisor
to sell and service franchises; and

<PAGE>

WHEREAS, Franchisee wishes to be sub-licensed by Franchisor to operate a
Sobik's Subs shop under and in strict conformance with the Sobik's System.

NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, Franchisor and Franchisee agree as follows:

1. FRANCHISE

2. TERM

(a) The term of this Franchise Agreement (herein called the "Term")
shall be for a period of ten (10) years commencing on the date Franchisee's
Sobik's Subs shop first opens for business unless sooner terminated as provided
for herein. In event Franchisee has not opened the Sobik's Subs shop at an
agreed upon location within one hundred twenty (120) days from the date of this
Agreement, then this Franchise Agreement shall, at the option of Franchisor,
terminate, in which event the Franchisor shall refund to Franchisee the initial
Franchise Fee, less the sum of five hundred dollars ($500.00) which is retained
as an administrative fee relative to processing the Franchise application.
Franchisor and Franchisee shall be discharged from all further obligations under
this Franchise Agreement. If the opening cf the Sobik's Subs shop is delayed
beyond the said one hundred twenty (120) day period due to causes beyond the
franchisee's control, the one hundred twenty (120) day period shall be extended
to include the period of the resulting delay, but in no event shall the period
of extension exceed an additional sixty (60) days. Causes beyond the
franchisee's control shall include, without limitation, acts of God, acts of
Government, war, fire, flood, strike or labor trouble.

<PAGE>

(d) Franchisee agrees that he or she will not, on grounds of the
alleged nonperformance by Franchisor of any of its obligations hereunder,
withhold payment of any continuing franchise or royalty fees, advertising
contributions, amounts due to Franchisor or its affiliates for purchases by
Franchisee or any other amounts due Franchisor, or its affiliates, and
Franchisee shall not acquire any right of set off relative to same.

3. TRAINING

A Sobik's Subs franchise training course of one hundred to one
hundred fifty (100-150) hours in duration is conducted at a specified training
store in Central Florida. Additionally, Franchisee must demonstrate, to the
satisfaction of Franchisor, a basic understanding of the business and financial
aspects of owning and operating a Sobik's Subs franchise, and Franchisor
recommends that Franchisee seek legal and accounting assistance and advise with
regard to such matters. This training course is available to two people only,
one of which must be the franchisee, the other which may only be a partner,
family member or prospective manager of Franchisee. The two people will not be
trained simultaneously. If the franchisee wants additional people trained, the
cost will be five hundred dollars ($500.00) per person for a fifty (50) hour
session. If the franchisee wants training in addition to the one hundred to one
hundred fifty (100-150) hour course, the cost will be five hundred dollars
($500.00) per person for a fifty (50) hour session. The franchisee is required
to complete the training course to the Franchisor's satisfaction prior to the
opening of the Franchisee's Sobik's Subs shop, and must attend and complete any
additional training and/or refresher courses required by the Franchisor. The
franchisee may be required to attend a one-week refresher and training course
during the fifth year of the Franchise Agreement, and may further be required to
undergo additional training at any time that Franchisee has received three
unsatisfactory store evaluations within any twenty four (24) month period.

The training course offers instruction in all phases of the Sobik's
System, including: methods of preparation and serving sandwiches and other
products; production and labor scheduling; equipment maintenance; cash handling
procedures; quality and cost controls; purchasing; advertising and public
relations. All instructors are managers or employees of Franchisor and/or
Franchisees.

4. OPERATING ASSISTANCE

During the opening week of the Franchisee's Sobik's Subs shop, an
opening team of one or more employees of Franchisor will be assigned to the
restaurant to assist the franchisee in training his staff and opening his
restaurant for business. The Franchisor will furnish confidential manuals of
operating, procedures to assist Franchisee in sound operation of Franchisee's
Sobik's Subs shop. Franchisor's representatives will, from time to time, inspect
Franchisee's premises, operations manuals, products, supplies, merchandise,
methods of production, merchandising, make tests and confer with Franchisee and
Franchisee's employees in connection therewith in order to assist in the proper
operation of Franchisee's Sobik's Subs shop and insure Franchisee's compliance
with this Agreement and with the standards, specifications and requirements
provided for herein. Franchisor shall have the right to make such inspection at
such times and frequencies during normal business hours as are required in the
discretion of Franchisor for proper operation and protection of the Sobik's
System. Franchisee will cooperate with Franchisor's representatives in such
inspections, render such assistance to them as they may reasonably request and
immediately correct any failure to comply with the standards, specifications and
requirements, as established by Franchisor from time to time.

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5. UNIFORMITY OF OPERATIONS

In order to insure that the distinguishing characteristics of the
Sobik's System are uniformly maintained, Franchisor may establish, from time to
time, standards, specifications and requirements for certain furnishing, food
products and related items, equipment, ingredients, commodities, menus,
brochures, uniforms, and supplies and for the use of same and the performance of
services in connection therewith by Sobik's Franchisees in the operation of
Sobik's Subs shops and Franchisee shall use only such items and perform only
such services as conform thereto. Standards, specifications and requirements are
detailed in the Sobik's Subs confidential Operations Manual. In order to insure
uniformity in quality, taste and appearance of Sobik's Subs specialty sandwiches
and related food items, Franchisee will be required to use certain key
ingredients and to purchase them from specified suppliers. A list of approved
suppliers will be in the Operations Manual and will be modified from time to
time. The Franchisor may also offer to sell any such items from any source with
the exception of the above-mentioned key ingredients. Franchisee shall not
purchase, install or use any furnishings, food products and related items,
equipment, ingredients, commodities, menus, brochures, uniforms and supplies, or
any other thing or perform any service whatsoever on Franchisee's premises or in
connection with Franchisee's Sobik's Subs shop, unless it has been approved in
writing by Franchisor as conforming to all applicable standards and its use has
been similarly approved as consistent with the Sobik's System.

6. APPROVAL OF QUALITY OF MATERIALS AND SUPPLIES

If Franchisee wishes to have materials approved by the Franchisor,
Franchisee shall submit samples in accordance with procedures to be established
by Franchisor. Franchisee shall reimburse Franchisor for all costs and expenses
incurred in testing samples. Wherever practicable, Franchisor will complete its
tests and report to Franchisee within forty-five (45) days from the date of
receipt of samples. If loss of or damage to a sample, difficulties of scheduling
or other reasons prevent completion of testing within forty-five (45) days,
Franchisor will so inform Franchisee within the forty-five (45) day period, and
such information will include a statement as to when the Franchisor expects that
the tests will be concluded. Unless a report or other communication is forwarded
within the forty-five (45) day period, or within the time set forth in the
notice described above, the use of the material or product submitted for testing
is lost or otherwise cannot be tested, due to the fault of Franchisor, use of
the material or product will be permitted provisionally. If the material or
product is disapproved, and the franchisee disagrees with the Franchisor's
report, the material or product and the report may be submitted to a laboratory
mutually satisfactory to the Franchisor and Franchisee or to the Franchisor and
any Franchise Advisory Council comprised of Sobik's Subs shops Franchisees. If
such laboratory confirms the conclusion of the report, after conducting tests in
accordance with Sobik's Subs standards, Franchisee will be responsible for
payment of the charges.

7. INITIAL FRANCHISE FEE

In addition to other expenses, Franchisee shall pay to Franchisor a
"Grand Opening" expense of one thousand dollars ($1,000.00) to defray
Franchisor's expenses associated therewith.

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8. WEEKLY ROYALTY FEE

In addition to the initial franchise fee, the franchisee shall pay
SBK FRANCHISE SYSTEMS, INC. a weekly royalty fee equal to five percent (5%) of
the franchisee's gross sales. Gross sales shall include all cash and charge
sales of every kind and nature made at or from the Sobik's Subs shop premises,
but excludes sales tax, coupons not reimbursed to Franchisee, and sales by
approved vending machines. On Thursday of each week the Franchisee must remit a
weekly written report of gross sales for the previous calendar week ended Sunday
in a form specified by Franchisor from time to time, and Franchisee shall pay
all amounts due at such time. In the event that the Royalty payment is not
received by the Tuesday of the following week, Franchisee shall authorize
Franchisor to deduct such amounts from Franchisee's banking institution
directly. Said deduction shall occur automatically and without any further
notice to Franchisee, and Franchisee shall execute such documents as are
necessary to effect such direct transfer.

9. WEEKLY ADVERTISING PAYMENT

In addition to the weekly royalty fee described in the preceding
paragraph, the franchisee shall also make a weekly advertising payment to
Franchisor in an amount equal to four percent (4%) of gross sales. Said
advertising fee may be used for the promotion of the Sobik's name and system in
all areas where Sobik's Subs shops are located. This payment shall be paid at
the same time and in the same manner as the weekly Royalty Fee. Franchisor will,
from time to time, make advertising and promotional materials available to the
franchisee for local use.

AUDIT OF SALES REPORTS AND FINANCIAL STATEMENTS - The franchisee
shall submit to Franchisor monthly financial statements including, but not
limited to, monthly gross sales reports and monthly profit and loss statements,
and copies of monthly state sales tax reports upon such forms as provided or
approved by Franchisor. The Franchisor has the right, upon reasonable notice, to
audit those reports and the franchisee's other books and records. In the event
any audit or inspection discloses an understatement of the gross sales of the
Franchisee's Sobik's Subs shop for any period or periods, the franchisee is
obligated to pay to the Franchisor all franchise fees due plus any and all
expenses connected with said inspection or other analysis including, but not
limited to, reasonable accounting and attorneys fees, as well as interest on the
franchise fee respecting such under reported sales at the maximum allowable rate
by law from the date said payment was due.

Any monies due to Franchisor under this Paragraph 9 or Paragraph 8
above which remain unpaid ten (10) days after they become due shall bear
interest at the highest rate allowable under Florida Law. Franchisor shall have
a security interest in and to all business assets of Franchisee to secure the
royalty and advertising payments. This security interest shall be upon all
furniture, fixtures, equipment, inventory, accounts and other business property,
and Franchisee does hereby authorize Franchisor to record a UCC-1 financing
statement for the purpose of perfecting said security interest, and does hereby
appoint Franchisor as attorney-in-fact for the purpose of preparing and
recording same.

10. ADVERTISING

In addition to the advertising payments provided for in Article 9 of
this Agreement, Franchisee may engage in local advertising and promotional
programs approved in writing or established by Franchisor, with respect to such
advertising and promotional programs. Franchisee shall cooperate with other
Sobik's Subs shops in Franchisee's area as such area is established by
Franchisor, from time to time, and shall participate in any local or regional
advertising program established or approved by Franchisor for Sobik's Subs shops
in Franchisee's area.

11. OPERATION OF SOBIK'S SUBS SHOP

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week, three hundred sixty-five (365) days a year with the except upon of certain
holidays, which will be determined annually by Franchisor, and published to
Franchisee. The hours of operation will be ten thirty (10:30) a.m. to nine (9)
p.m., Monday through Saturday and twelve (12) p.m. to six (6) p.m. on Sundays.
However, the franchisee may, at his discretion, remain open for longer hours of
operation. Additionally, Franchisor may amend these requirements from time to
time within its sole discretion, and Franchisee shall immediately comply with
said amendments or changes.

(c) Franchisee shall erect, display and maintain advertising signs of
such design, color, number, location, illumination and size as Franchisor may
require. Except to the extent otherwise required by law, Franchisee shall
operate the Sobik's Subs shop only under the name "SOBIK'S SUBS" without any
accompanying words or symbols of any nature unless first approved in writing by
Franchisor. Vending machines, entertainment devices, and products not included
in the Sobik's System may not be sold, displayed, or used on Franchisee's
premises unless prior written consent is obtained from Franchisor. Franchisee
agrees and understands that the building design and layout of the Sobik's Subs
shop licensed under Article 1 hereof shall be used exclusively for Franchisee's
premises unless otherwise agreed in writing by Franchisor.

Franchisee will also be required to upgrade his particular location if, in
the opinion of the Franchisor, the location needs to be upgraded.

12. CONFIDENTIAL INFORMATION

(a) In order to protect the value of Franchisor's confidential
information and manuals, the restricted non-exclusive use of which is hereby
licensed, Franchisee shall not disclose any information or knowledge concerning
the Sobik's System to any person other than Franchisee's employees. Franchisee
shall not copy or disclose to any person any confidential manuals or their
contents, and, during and after the term of this Agreement, shall not make use
of the confidential information communicated to Franchisee by Franchisor, except
to the extent necessary in the operations of the Sobik's Subs shop. The
confidential manuals shall at all times remain the sole property of Franchisor
and shall promptly be returned to Franchisor upon the termination of this
Franchise Agreement.

(b) While this Franchise Agreement is in effect, Franchisee shall not
directly or indirectly engage in or be associated with any business similar to a
Sobik's Subs shop or the Sobik's System at any place within a radius of fifty
(50) miles of Franchisee's premises, and for three (3) years after termination
or expiration of this Franchisee's Franchise Agreement (regardless of the cause
thereof), Franchisee shall not become so engaged or associated at any place
within a radius of five (5) miles of Franchisee's premises or of any other
existing Sobik's Subs shop operated or franchised by Franchisor, or Sobik's
Sandwich Shops, Inc. The provisions of this paragraph (b) shall not be
applicable to any Sobik's Subs shop or similar business operated by Franchisee
under a license or Franchise Agreement executed by Franchisor.

<PAGE>

(c) In the event Franchisee fails or refuses to comply with the
in-term or post-term covenants of Paragraph (b) of this Article 12, even if such
failure or refusal is based upon a claim that the laws of any particular
jurisdiction excuse such non-compliance or make the provisions of said Paragraph
(b) unenforceable in whole or in part, Franchisee hereby separately covenants
and agrees that while this Franchise Agreement is in effect and for one (1) year
after its termination, Franchisor shall have the right and option to require
that any competing business opened by Franchisee in violation of this clause pay
a weekly royalty and advertising fee equal to the fees which would be due by
Franchisee for the remaining term of this Agreement. This remedy is cumulative
to all other contract and equitable remedies available to Franchisor, and
Franchisee recognizes and stipulates that this provision is enforceable by
injunction or other form of equitable relief.

(e) In the event Franchisor determines the franchisee is not
providing sufficient supervision of the Franchise, Franchisor shall have the
right to supplement Franchisee's work force, at the sole expense of Franchisee,
until such time as Franchisor deems that the supervision level is sufficient.

13. FINANCIAL REPORTS AND RECORD KEEPING

(b) Within fifteen (15) days of the close of each calendar month,
Franchisee shall deliver to Franchisor complete and accurate profit and loss
statement for such month, along with copies of all sales tax reports filed by
Franchisee. In addition, on or before the expiration of one hundred twenty (120)
days after the close of each of Franchisee's fiscal year, Franchisee shall
deliver to Franchisor a complete and accurate profit and loss statement for the
preceding fiscal year and balance sheet as of the end of such year. Such
statements and balance sheets shall be in the form specified by Franchisor,
prepared in accordance with generally accepted accounting principle's
consistently applied, and accompanied by a letter from Franchisee's accountant
which certifies their accuracy.

14. INSURANCE

(a) Franchisee shall maintain during the term hereof, at Franchisee's
expense in form and with insurers satisfactory to Franchisor a comprehensive
general liability policy including premises, operations, products, owner's and
contractor's protection liability, Franchisee's participating areas with
personal injury, bodily injury and property damage liability coverage of five
hundred thousand dollars ($500,000.00) combined single limit. Franchisee will
also maintain a one thousand dollar ($1,000.00) premises medical payment
insurance policy. Franchisee shall also secure certificates of insurance from
Sub-Contractors performing work on Franchisee's premises and forward copies to
SBK FRANCHISE SYSTEMS, INC.. Such insurance shall name Franchisor as an
additional insured and shall contain an agreement by the insurer that it will
not cancel or modify such policy of insurance except after ten (10) days prior
written notice to Franchisor. The original policy of such insurance or
certificate thereof including renewals, shall be delivered to Franchisor at
least ten (10) days prior to (a) commencement of the Term, and (b) expiration of
the existing policy of insurance. Franchisee shall give Franchisor immediate
notice of any injuries to persons or to property occurring on Franchisee's
premises. Franchisee will indemnify Franchisor and save it harmless from and
against all claims for damages to persons or property arising

<PAGE>

from or out of an occurrence on Franchisee's premises and Franchisee shall, at
Franchisor request, undertake in Franchisor's name the defense of all actions
arising from such occurrence in which Franchisor is named as a defendant.
Franchisee shall pay all costs, damages, expenses and reasonable attorney's fees
incurred by Franchisor in connection with such claims.

(b) The sale of beer is optional for the franchisee. If the
franchisee elects such option, the franchisee agrees to self-insure against
loss(e) arising from action(s) against the Franchisee. The Franchisee also
agrees to hold Franchisor harmless in any suit(s) or loss(e) resulting directly
or indirectly from Franchisee's sale of beer.

15. TRANSFER OF FRANCHISE

(a) The rights of any natural person who is a franchisee may pass
upon death to next of kin or legatees provided such next of kin or legatees
enter into all agreements currently in use by Franchisor for licensing a new
franchise, and satisfactorily pass all training required of a Sobik's
Franchisee.

(b) Franchisee may sell, assign and transfer Franchisee's rights
under this Franchise Agreement to another person or entity, and be relieved of
further obligations hereunder (other than obligations contained in Article 12
hereof), provided:

(2) that all money obligations of Franchisee hereunder are fully
paid, Franchisee is not in default hereunder and Franchisee executed a general
release of claims against Franchisor;

(3) that Franchisee pays Franchisor two thousand five hundred
dollars ($2,500.00), to cover its administration expenses in connection with the
transfer.

(4) that Franchisee has first offered to sell this franchise and
Franchisee's premises in accordance with Article 16. Any advertisement for the
sale of Franchisee's rights hereunder shall make clear that Franchisee, and not
Franchisor, "Sobik's Subs" or any affiliated company, is the seller.

(c) Franchisee, if a natural person, may assign and transfer its
rights hereunder to a corporation without, however, being relieved of any
personal liability, provided (1) the corporation is newly organized and its
activities are confined exclusively to operating Franchisee's Sobik's Subs shop;
(2) Franchisee is the legal and equitable owner of the controlling stock
interest of the corporation and is the principal executive officer thereof; (3)
all money obligations of Franchisee to Franchisor are fully paid; (4) the
corporation agrees, in writing satisfactory to Franchisor, to assume all
Franchisee's obligations hereunder; (5) all stockholders of the corporation
guarantee, in writing satisfactory to Franchisor, the full and prompt payment
and performance by the corporation of all its obligations to Franchisor.

(d) No transfer or sale of a franchise will be valid unless all
conditions of this Section 15 have been strictly complied with. No purchaser of
a franchise unit shall be deemed accepted, nor shall any approval be implied
until a new Franchise Agreement has been signed by all of the parties, and until
all conditions to the transfer have been met.

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16. TRANSFER OF FRANCHISEE'S PREMISES

Franchisor and Franchisee intend Franchisee's premises be operated as
a Sobik's Subs shop continuously throughout the term. If Franchisee owns
Franchisee's premises or occupies same under the lease or other agreement with a
party other than Franchisor and in the event:

(b) Franchisee proposes to sell or transfer, by any means,
Franchisee's premises. Franchisee shall first offer to sell and transfer to
Franchisor Franchisee's rights in Franchisee's premises and all buildings,
improvements, equipment and furnishings located thereon, exclusively and for a
period of thirty (30) days, at a stated price and on stated terms which shall be
the purchase price and terms offered to Franchisee in writing by a third person
(Franchisee shall communicate to Franchisor in writing the full terms of said
offer and the name of the offeree and in the event Franchisor declines to accept
the terms of such offer, Franchisee shall furnish Franchisor with evidence
satisfactory to Franchisor of the consummation of the transaction in accordance
with the terms of said offer), or, in the event of business discontinuance or in
the absence of any bona fide offer by a third person, Franchisor may, at its
option, repurchase the franchisee's premises for a fair price, as determined by
agreement of the parties hereto, or absent such agreement, by arbitration in
accordance with the rules of the American Arbitration Association. Goodwill
shall be excluded from the arbitrator's determination of purchase price. Any
sale to Franchisor as provided in this Article 17 shall include the assignment
of all real property leases relating to Franchisee's premises and, therefore,
all such leases shall specifically permit such assignment and subletting by
Franchisor. In order to implement the foregoing, all such leases shall contain
the following provisions:

RIGHT AND OPTION OF SBK FRANCHISE SYSTEMS, INC.

"Landlord and Tenant do hereby agree that Tenant's interest in this lease
is assignable to SBK FRANCHISE SYSTEMS, INC. ("SBK") in the event that
tenant breaches this lease or the Franchise Agreement between Tenant and
SBK. Landlord agrees to notify SBK, at 807 S. Orlando Ave., Suite H,
Winter Park, FL 32789, Attn: Norm Kaufman, of any breach by Tenant, and
SBK shall have the right to cure such breach, and assume occupancy of the
premises. In such event, SBK shall assume the lease, but shall only be
liable for rent which accrues during any period of occupancy."

The provision of this Article 16 shall survive the termination (other than
by expiration) of this Agreement and shall be applicable only if Franchisee's
premises will not continue to be operated by Franchisee as a Sobik's Subs shop
under this Agreement for the balance of the Term hereof, or if the purchaser or
transferee does not, prior to the purchase or transfer, enters into mutually
acceptable written agreements with Franchisor to continue the operation of the
Sobik's Subs shop on Franchisee's premises for not less than the balance of the
term of the Franchisee's Franchise Agreement.

17. CORPORATE FRANCHISEE

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18. LIMITATION OF FRANCHISOR'S AUTHORITY

Franchisee shall use its best efforts to operate his Sobik's Subs
shop so as to maximize sales and profits and Franchisor, shall make such
recommendations as it deems likely to assist Franchisee's efforts. However,
Franchisor shall not establish requirements regarding (a) Franchisee's
employment policies, wages, hours of labor, assignment or direction of
Franchisee's employees; (b) the price Franchisee charges for any product sold in
the Sobik's Subs shop (the Franchisor, in accordance with Franchisor's policies
will provide suggested retail prices for the geographical market area of the
franchisee) or to whom any such product may be sold; or (c) the source from
which Franchisee obtains any item or service used in the Sobik's Subs shop (but
only items authorized pursuant to Articles 5 and 6 shall be so used).

19. COMPLIANCE WITH LAWS

The franchisee shall conduct his business and maintain such premises
in strict compliance with all applicable laws, ordinances, regulations, and
other requirements of any federal, state, county, municipal or other government
and will obtain all necessary permits, licenses or other consents for the
operation of his business.