UFOC

Sample UFOC

FRANCHISE OFFERING CIRCULAR

MANCHU WOK FRANCHISING USA INC.

SUTESJ EXPRESS RESTAURANTS

INFORMATION FOR PROSPECTIVE FRANCHISEES

REQUIRED BY THE FEDERAL TRADE COMMISSION

**********

TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS INFORMATION. WE HAVEN'T CHECKED IT AND DON'T KNOW IF IT'S CORRECT. IT SHOULD HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME INFORMATION ABOUT YOUR CONTRACT, DON'T RELY ON IT ALONE TO UNDERSTAND YOUR CONTRACT. READ ALL OF YOUR CONTRACT CAREFULLY. BUYING A FRANCHISE IS A COMPLICATED INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT. IF YOU FIND ANYTHING YOU THINK MAY BE WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.

THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR STATE AGENCIES ABOUT THEM.

FEDERAL TRADE COMMISSION Washington, D.C. 20580

CERTAIN STATES REQUIRE FRANCHISORS TO MAKE ADDITIONAL DISCLOSURES RELATED TO THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR. IF APPLICABLE, SUCH DISCLOSURES WILL BE FURNISHED TO YOU IN AN ADDENDUM TO THIS OFFERING CIRCULAR IN ACCORDANCE WITH THE REQUIREMENTS OF THE FEDERAL TRADE COMMISSION. THIS OFFERING CIRCULAR WAS ISSUED ON AUGUST 28,2005. STATE VARIATIONS OF THIS OFFERING CIRCULAR ARE EFFECTIVE ON THE DATE SET FORTH ON THE ADDENDUM FOR SUCH STATE.

**********

4720045.4 082805

UFOC SUTEKI EXPRESS MW FRANCHISING USA INC.

FRANCHISE OFFERING CIRCULAR

MANCHU WOK FRANCHISING USA INC.

85 Citizen Court, Unit 9

Markham, Ontario CANADA L6G 1A8

Telephone: 905-946-7200

Toll Free: 1-800-361-8864

Fax: 905-946-7201

Internet Address: www.manchuwok.com

You will operate one or more SUTEKI EXPRESS Restaurants that will sell Japanese-style quick-serve oriental foods, soft drinks, and other related products.

The initial franchise fee is $30,000 for each SUTEKI EXPRESS Restaurant. Your estimated initial investment (per restaurant) (which includes the initial franchise fee) ranges from approximately $287,450 -$469,000. Your initial franchise fee as described in Item 5 consists of a $30,000 initial franchise fee per restaurant plus additional payments per restaurant ranging from $150,000 - $199,000 for goods, services, fees and deposits that you must make to us or to our Affiliates prior to opening your restaurant..

We also offer Area Development Agreements to experienced multi-unit/multi concept franchise developers who want to develop and operate more than one SUTEKI EXPRESS Restaurant in a specified Development Area.

When you sign an Area Development Agreement, you shall pay us a development fee of $30,000 for the first SUTEKI EXPRESS Restaurant you want to develop and operate, plus $15,000 for . each additional restaurant to be developed and operated. The development fee for each restaurant will be credited against the initial franchise fee for that restaurant. Under the Area Development Agreement, your estimated initial investment (including the amounts described above) ranges from approximately $96,000 (five restaurants) to $177,000 (10 restaurants).

Information comparing franchisors is available. Call the state administrators listed in Exhibit A or your public library for sources of information.

Registration of this franchise by a state does not mean that the state recommends or has verified the information in this offering circular. If you learn that anything in the offering circular is untrue, contact the Federal Trade Commission and your local state authority listed in Exhibit A.

4720045.4

UFOC SUTEKI EXPRESS

MW FRANCHISING USA INC.

082805

MANCHU WOK FRANCHISING USA INC. FRANCHISE OFFERING CIRCULAR

FOR

SUTEKI EXPRESS RESTAURANTS

TABLE OF CONTENTS

Item 1. The Franchisor, Its Predecessors and Affiliates.......................................................1

Item 2. Business Experience................................................................................................3

Item 3. Litigation..................................................................................................................3

Item 4. Bankruptcy...............................................................................................................4

Item 5. Initial Franchise Fee.................................................................................................4

Item 6. Other Fees................................................................................................................5

Item 7. Initial Investment.....................................................................................................8

Item 8. Restrictions on Sources of Products and Services.................................................10

Item 9. Franchisee's Obligations........................................................................................12

Item 10. Financing................................................................................................................14

Item 11. Franchisor's Obligations........................................................................................15

Item 12. Territory/Development Area..................................................................................21

Item 13. Trademarks............................................................................................................24

Item 14. Patents, Copyrights and Proprietary Information..................................................25

Item 15. Obligation to Participate in the Actual Operation of the Franchise Business........26

Item 16. Restrictions on What the Franchisee May Sell......................................................27

Item 17. Renewal, Termination, Transfer and Dispute Resolution......................................27

Item 18. Public Figures........................................................................................................31

Item 19. Earnings Claims.....................................................................................................31

Item 20. List of Outlets........................................................................................................31

4720045.4 082805

UFOC-SUTEKI EXPRESS i

Item 21. Financial Statements..............................................................................................32

Item 22. Contracts................................................................................................................33

Item 23. Receipt...................................................................................................................33

EXHIBITS

A List of State Regulators/Agents for Service of Process

B Financial Statements

C Franchise Agreement

D Sublease Agreement (subject to amendment to accommodate local laws)

E Area Development Agreement

F Table of Contents of Operating Manual

G Compliance Certification

H Acknowledgment of Receipt

4720045.4 UFOC-SUTEKI EXPRESS

082805

Item 1. The Franchisor, Its Predecessors and Affiliates

To simplify the language in this offering circular, "Manchu WOK" or "we," "our," or "us" means Manchu Wok Franchising USA Inc., the franchisor. "You" or "your" means the person who buys the franchise, the franchisee. If the franchisee is a corporation, limited liability company, partnership or other entity, "you" includes the franchisee's owners by virtue of our requirement that all of the franchisee's owners and/or its shareholders/partners personally guarantee all the franchisee's obligations under the Franchise Agreement and the Area Development Agreement and the other agreements described in this offering circular.

The Franchisor

Manchu Wok Franchising USA Inc. was incorporated in Delaware on August 4, 2004. Our principal business address is 85 Citizen Court, Unit 9, Markham, Ontario, Canada L6G 1A8.. We do business under the name Manchu WOK® and SUTEKI EXPRESS. We offer franchises and area development rights for the SUTEKI EXPRESS Restaurants ("Restaurants" or "SUTEKI EXPRESS Restaurants") that are described in this offering circular. Since May 2005, we also have offered franchises for Manchu WOK® restaurants. These offerings are made through separate offering circulars. As of August 1, 2005, we had not sold any franchises' for Manchu WOK restaurants and did not own or operate any Manchu WOK restaurants. Except as described above, we do not offer franchises or engage in any other line of business, nor have we done so prior to the date of this offering circular.

Our Predecessors

Our predecessor is Manchu Wok (Calinev), Inc. ("Calinev"). We are a wholly owned subsidiary of Calinev. Calinev is a subsidiary of Manchu Wok Enterprises II Inc. ("Enterprises II"). Calinev's and Enterprises II's businesses are those of holding companies for various Manchu Wok enterprises affiliated with us. As of the date of this offering circular, neither Calinev nor Enterprises II has offered franchises in any line of business or engaged in any business other than as described above.

Our Affiliates

Our affiliate, Oishii Kitchen Restaurants, Inc., operates a Japanese-style quick-serve restaurant under the name and style "Oishii Kitchen " located in the Arden Fair Mall in Sacramento, California. This restaurant has been operating as "Oishii Kitchen" since it was acquired by one of our affiliates in 2002. During the spring months of 2005, this Oishii Kitchen restaurant was extensively renovated and redesigned, and a new menu was introduced. This Oishii Kitchen restaurant is the prototype for the SUTEKI EXPRESS Restaurants referred to in this offering circular, although it currently operates under the Oishii Kitchen name. We expect that all SUTEKI EXPRESS Restaurants will be franchised by us rather than our affiliate.

During the period September 28, 2000 through February 1, 2005, our affiliate, Manchu Wok (USA), Inc. (the "Company"), offered franchises and development rights for the same Manchu WOK® restaurants for which we offer franchises. As of August 1, 2005, the Company

4720045.4 UFOC-SUTEK1 EXPRESS

082805

franchised 88 restaurants, and operated 9 company-owned restaurants. We and the Company both use, and license our respective franchisees to use, all or some of the components of the Manchu WOK restaurant system, such as trademarks, operating systems, proprietary information, system standards and specifications, marketing programs, etc. We also share the

same management.

As of the date of this offering circular, the Company has never offered franchises in any other line of business, or engaged in any business other than as described above.

Another affiliate, China Inn Restaurants, Inc., owns and operates 17 Manchu WOK® shopping mall food court restaurants in the states of California and Nevada, having converted them from "China Inn " restaurants during the spring of 2004. China Inn Restaurants, Inc. is also a wholly owned subsidiary of Calinev. As of the date of this offering circular, China Inn Restaurants, Inc. has not offered franchises in any line of business, or engaged in any business other than as described above.

Another affiliate, Manchu Wok (Canada) Inc. ("Manchu Wok Canada"), has operated and franchised Manchu WOK restaurants in Canada since September 28,2000. As of August 1, 2005, there were 84 Manchu Wok restaurants in Canada, of which 67 were franchised. Manchu Wok Canada intends to offer franchises for SUTEKJ EXPRESS Restaurants in Canada. As of the date of this offering circular, Manchu WOK Canada has not offered franchises in any other line of business, or engaged in any business other than as described above.

The principal business address of our predecessor and each affiliate described above is: 85 Citizen Court, Unit 9, Markham, Ontario, Canada L6G 1A8

The Franchisor's Business and the Franchises Offered

A "SUTEKI EXPRESS Restaurant" offers a selection of Japanese-style quick-serve oriental food such as Sushi Rolls, Miso and Udon Soups, Teriyaki Combos including Steak, Chicken and Vegetables, Tempura plates, California egg rolls, and green tea and soft drinks and other complementary items and beverages.

Area Development Agreement

If you want to acquire the right to develop and operate more than one SUTEKI EXPRESS Restaurant, you must enter an Area Development Agreement. We will enter into an Area Development Agreement only with experienced multi-unit/multi-concept franchise developers. If you do, you must also enter a separate Franchise Agreement for each SUTEKI EXPRESS Restaurant you will open, as well as a lease or sublease for the premises where each restaurant is located.

The Restaurant Industry

SUTEKI EXPRESS Restaurants compete in the quick-service segment of the restaurant industry. You will cater to all persons desiring a quick and moderately priced meal, regardless of

4720045.4 UFOC-SUTEKI EXPRESS

082805

age or ethnic background. You will have to compete with other fast food restaurant chains such as hamburger, pizza, and Mexican fast food chains, as well as other oriental-style fast food chains and numerous local Japanese, Chinese and Asian style restaurants including Manchu WOK® restaurants licensed or owned by us or by the Company. The quick-service segment is a highly competitive and developed market, which can be significantly affected by many factors, including changes in local, regional or national economic conditions, changes in consumer tastes, consumer concerns about the nutritional quality of quick service food and increases in the number of, and particular locations of, competing quick service restaurants. Various factors can adversely affect the quick service segment of the restaurant industry, including inflation, increases in food, labor and energy costs, the availability and cost of suitable sites, fluctuating interest and insurance rates, state and local regulations and licensing requirements and the availability of an adequate number of hourly paid employees.

Laws Applicable to the Restaurant Business

We not aware of any regulations specifically applicable to SUTEKI EXPRESS Restaurants other than local zoning, health, sanitation, and food handling and preparation regulations applicable to restaurants generally. You should consult with your own attorney with respect to applicable laws in your jurisdiction.

Agents for Service

Our agents for service of process are listed in Exhibit A.

Item 2. Business Experience

Director, Chief Executive Officer and President - Michael Craig

Michael Craig has been our president and CEO since we were incorporated in August, 2004. Since February 6, 2003 (or such later date as affiliates were acquired) Mr. Craig also has been Chief Executive Officer and President of all of our affiliates. He is based in Markham, Ontario, Canada. Mr. Craig has served as a Director and/or officer of our affiliates since September 29, 2000 (or such later date as they were acquired or incorporated). He also serves as Chief Operating Officer of Ken Fowler Enterprises Limited, a position he has held since 1999.

Chief Financial Officer - Paul LeBlanc

Paul LeBlanc has been our Vice-president and Chief Financial Officer since we were incorporated in August 2004. Since February 1, 2004, he has also been Vice-president and Chief Financial Officer of our affiliates. From October 2001 to July 2003, Mr. LeBlanc served as an efficiency and cost reduction consultant for Intier Automotive Inc., in Newmarket, Ontario. From February 2001 to September 2001. he served as international controller and CFO for Robinson Solutions Inc., in Oshawa, Ontario. From January 1999 to December 2003, Mr. LeBlanc was owner of J & R Sales 99 Ltd., in Markham, Ontario.

Vice President US Operations - Ernest Lam

Ernest Lam has been our Vice President-Operations since we were incorporated in August, 2004. Mr. Lam joined a predecessor of Manchu Wok in March 1991 as a Business Development Consultant. He has held various operational positions with Manchu Wok (Canada) Inc and

4720045.4 UFOC-SUTEKI EXPRESS

082805

Manchu Wok (USA) Inc and their predecessors. He was appointed Vice President - US Operations of Manchu Wok (USA), Inc. in January, 2004. Mr. Lam is a graduate of the chef training program offered at Lenotre, France.

Director-US Franchise Sales - Michael Marcinizyn

Mike Marcinizyn has been our Director, US Franchise Sales since June, 2005. He was employed by Orion Food Systems as Director of Business Development from December, 2001 through November, 2004, and by Restaurant Developers Corp. d/b/a Mr. Hero Sandwiches & Subs as Director of Franchise Development from March, 2000 through November 2001.

Item 3. Litigation

No litigation is required to be disclosed in this offering circular.

Item 4. Bankruptcy

No person listed in item 1 or officer identified in item 2 of this offering circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item

Item 5. Initial Franchise Fee

Franchise Agreement

When you sign your Franchise Agreement, you shall pay us a $30,000 Initial Franchise Fee. The Initial Franchise Fee is nonrefundable, except as described below.

If we terminate your Franchise Agreement because you and/or your Manager fails two attempts to successfully complete Initial Training and you comply with the refund conditions in the Franchise Agreement, we will refund your Initial Franchise Fee, less $10,000 and our out-of-pocket expenses (estimated to be between $2,000-$4,000) incurred by us in performing our obligations under the Franchise Agreement (including costs associated with training and the leasing and/or development of your SUTEKI EXPRESS Restaurant).

When you sign your Franchise Agreement, you must also pay us a nonrefundable $10,000 Grand Opening Marketing and Promotion Fee as defined in your Franchise Agreement. We will use this money to conduct a marketing and promotional campaign for your grand opening. You must also pay us $3,000 to provide Initial Training to two of your employees, one of whom must be the principal owner/operator of your SUTEKI EXPRESS Restaurant and the other of whom shall be your Manager. The cost of Initial Training is payable to us before the Initial Training begins.

You must purchase from us (or from suppliers designated by us) your opening inventory and the Fixtures and Equipment (typically including refrigeration equipment and dining-room fixtures) set out in the Development Obligations schedule to your Franchise Agreement. The cost of the items ranges from $125,000 to $193,000 (including your non-food inventory and supplies, the cost of which ranges from $2,000 to $6,000 and your initial food inventory, the cost of which ranges from $3,000 to $8,000).

4720045.4 UFOC-SUTEKI EXPRESS

082805

When you sign your lease or sublease for the premises at which you will operate your SUTEKI EXPRESS Restaurant (the "Premises"), you must pay us a nonrefundable $1,000 Lease Administration Fee. Your landlord may require that you pay a Deposit which typically equals the first and last month's rent (and may also include a security and/or a damage deposit) and is estimated to equal $15,000.

If your landlord requires you to enter into a lease the initial term of which is greater than 10 years, the original term of your Franchise Agreement will be extended accordingly and your Initial Franchise Fee shall be increased by an amount equal to $3000 for each year (or part year) in excess often years.

If we supervise the construction and improvement of the Premises for your SUTEKI EXPRESS Restaurant, you must pay us 3% of the total cost of the development of the Premises as a Development Construction Fee. This fee (if payable) is estimated to range from $0 to $9,000.

If the landlord of the Premises (Head Landlord) will not enter a primary lease with you, but requires us to enter the primary lease, and the primary lease requires a deposit, you must pay us an amount equal to one month's gross rent (or the greater amount as must be paid under the primary lease as a security and/or damage deposit). (Deposit) This Deposit is estimated to be $15,000. You must also pay to us a monthly fee equal to 10% of the total monthly rent (Sub Lease Fee) payable to the Head Landlord.

If the Landlord requires us to enter into the primary lease, we will supervise the construction and improvement of the premises, and you must pay us the Development Construction Fee described in this item.

Area Development Agreement

When you sign your Area Development Agreement, you must pay us a Franchise Development Fee of $30,000 for the first SUTEKI EXPRESS Restaurant you agree to develop and operate, plus $15,000 for each additional restaurant you agree to develop and operate. We anticipate that Area Development Agreements will typically provide for 5-10 SUTEKI EXPRESS Restaurants. Franchise Development Fees are not refundable, but the Franchise Development Fee for each additional SUTEKI EXPRESS Restaurant will be credited against the initial franchise fees due for that restaurant.

Item 6. Other Fees

Franchise Agreement

NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Royalty *	7 % of weekly gross sales	Payable weekly	Gross sales includes all the revenues from your restaurant but not sales tax you pay.
Marketing Fee"	1 % of weekly gross sales	Payable at same time as the Royalty	You must contribute this amount to our advertising fund.

4720045.4 UFOC-SUTEKI EXPRESS

082805

NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Regional Cooperative Marketing Contribution **	A portion of the marketing and local marketing fees; amount to be determined	As we direct	We may create a regional advertising cooperative for the ADI in which your restaurant is located. If we do, you must participate and make contributions to it.
Sublease Rent	The amount of all rent and other charges due under the primary lease. These fees currently range between $3,000 and $15,000.	Not later that the due date under the primary lease	Unless we direct otherwise, you must directly pay the landlord rent if you sublease your restaurant premises from us.
Sublease Fee (if applicable)	10% of all rent and other charges due under the primary lease	Monthly in advance	You must pay us this amount if you sublease your restaurant premises from us or if we guarantee your lease.
Convention Registration Fee	$50 a month	The first day of each month	These fees will be applied against the attendance fees for the Alternate Year Convention and regional meetings, conducted when there are no Alternate Year Conventions.
Renewal Fee	50% of the initial franchise fee charged in our then-current form of franchise agreement (subject to proration based on a fee equal to 10% of the Renewal Fee per year for each full year or part year of the Renewal Term if your lease or sublease is shorter than a full Renewal Term)	When you provide us with notice that you want to renew your Franchise Agreement	One of the conditions to renewing your Franchise Agreement is paving us this fee.
Transfer Fee ***	$7,000	When you apply for our consent to the transfer of your franchise	One of the conditions to transferring your franchise is paying us this transfer fee
Lease Administration Fee	$1,000	When you enter into, modify or renew your Lease or Sublease
Special Assistance Fee	$500 a day per person providing assistance	When invoiced	If you require special assistance and we think it appropriate to render it and we can accommodate your request, we will provide you with the assistance.
Renovation Development Construction Fees	The greater of: $3,500 or 3% of the total renovation cost	When Invoiced	Every 5 years, you must renovate, alter, and/or upgrade your premises, fixtures, and equipment as may be required by the landlord or as we may require, so your restaurant reflects the then-current image of the Manchu WOK system. This may entail the complete remodeling and upgrading of your restaurant. For any renovation, alteration or upgrading, you must pay us a Development and Construction Fee.

4720045.4 UFOC-SUTEKI EXPRESS

082805

NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Training for Replacement Manager	$3,000 per person	Before training	All Replacement Managers must satisfactorily complete Initial Training before being appointed. You must pay the replacement Manager's travel, lodging and food expenses, as well as all other expenses you may incur to have the replacement Manager attend.
Supplemental Training	$1,500 per person	Before training	We may provide additional training, including assistance with any new system developments. If we make Supplemental Training mandatory, you must attend. You must pay for your travel, lodging, and food expenses, as well as all other expenses you incur to attend.
Interest	The tesser of: (i) 18% per year; or (ii) the highest rate permitted bylaw	Upon demand	Payable if you fail to pay any amount you owe us when due.
Audit	Amounts due by reason of understatement, plus interest at the rate of the lesser of 18% a year (or the highest rate permitted by law) computed from the date payment was due to the date payment is received), as well as the full cost of the inspection or audit, including the charges of any independent accountant or other professionals we retained for the audit or inspection and the travel expenses, room, board and compensation of our employees and those of any independent accountant	Within 10 days after receipt of the inspection or audit report.	We can inspect and audit your books and records. If we discover an understatement of gross sales for any period, you must pay us the Royalty and other sums due on account of the understatement. Further, if the inspection or audit is made necessary because you failed to furnish reports, financial statements, tax returns or schedules or any other documentation required, or if an understatement of gross sales for any period is determined to be greater than 2%, you must pay us these amounts.
Indemnification	An amount equal to our damages, losses or expenses	On demand	You must indemnify us if we incur any losses, damages, or expenses as a result of your ownership or operation of your franchised restaurant, any violation of your Franchise Agreement, or any of your acts or omission.
Late Payment fee(s)	Charged at the rate of "prime plus 5%" on all outstanding amounts from due date	When default of any payment due us or any affiliate. Payable "on demand".	You pay interest of prime plus 5% on any and all monies due to us from time to time and which are not paid when due.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Area Development Agreement

NAME OF FEE	AMOUNT	DUE DATE	REMARKS
Transfer Fee'**	Our then current transfer fee (which is currently $5,000, per restaurant but is subject to change)	Before we consent to your transfer	You must have our consent, if you want to transfer, directly or indirectly, any of your rights in your Area Development Agreement. Paying this transfer fee is one of the conditions we impose on granting our consent.
Liquidated Damages	The amount of initial franchise fees for the remaining Franchised Restaurants that you failed to open under the Area Development Agreement	On demand	If we terminate your development rights for any reason, you must pay us liquidated damages.

* Royalty payments for SUTEKl EXPRESS Restaurants opened by an Area Developer under an Area Development Agreement shall be reduced to 5% for so long as the Area Developer continues to own and operate such restaurant.

** Except for the Grand Opening Marketing and promotion fee, you shall not be required to spend in aggregate in any 12 month period more than 5% of your gross sales for marketing initiatives including the Marketing payments referred to above.

*** Transfer fees are reduced to $5000 for any transfer made by an Area Developer Item 7. Initial Investment - Franchise Agreement

Your estimated initial investment to construct each SUTEKl EXPRESS Restaurant is as follows:

PURPOSE	AMOUNT	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS MADE
Initial Franchise Fee	$30,000	Lump sum	When you sign your Franchise Agreement	Us
Leasehold Improvements and Design Costs incl. signage	$110,000 to $200,000	Lump sum	Commonly, 50% before construction and 50% upon completion	Us or contractors and vendors
Equipment, Fixtures, and Furnishings¹	$120,000 to $160,000	Lump sum	Commonly, 50% before construction and 50% upon completion	Us or contractors and vendors
Development Construction Fee²	$0- $9,000	Lump sum	Commonly, 50% before construction and 50% upon completion	Us or contractors and vendors
Lease Administration Fee	$1,000	Lump sum	When you sign your lease or sublease	Us
Lease Deposit and Sub Lease Fee³	$0-$15,000	Lump sum	When you sign your lease or sublease	Us
Nonfood Inventory and Supplies	$2,000 to $6,000	Lump sum	Commonly, 50% before construction and 50% upon completion	Us or contractors and vendors

4720045.4 UFOC-SUTEKI EXPRESS

082805

PURPOSE	AMOUNT	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS MADE
Initial Food Inventory and Other Costs	$3,000 to $8,000	Lump sum	As incurred	Suppliers, us
Grand Opening Marketing and Promotion Fee⁴	$10,000	Lump sum	When you sign your Lease or Sublease	Us
Initial Training⁵	$5,900-$7500	Lump sum	As incurred	Us, vendors, hotels, and restaurants
Security Deposits	$500 to $12,000	Lump sum	When you sign your lease or sublease or obtain the services	Us, your landlord, and utility company
Business License, and Permits	$50 to $500	Lump sum	Upon issuance	Local government
Additional Funds (incl. insurance and Initial phase of 3 months)⁸	$5,000 to $10,000	As incurred	As incurred	Us, landlord, vendors, contractors, and suppliers
Total	$287,450 to $469,000	As above	As above	As above

Except as otherwise noted, all fees payable to us are non-refundable.

1. This amount includes your POS system described in Item 11 and refrigeration equipment and dining room fixtures.

2. If we supervise the construction/development/improvement of your SUTEKI EXPRESS Restaurant, you shall pay a Development Construction Fee equal to 3% of the total development costs.

3. You shall pay this amount IF we sign of guarantee the lease for your Premises.

4. With this money, we will prepare, coordinate and conduct a Grand Opening Marketing and Promotion/Advertising Program for your SUTEKI EXPRESS Restaurant.

5. This amount INCLUDES the $3000 Initial Training Fee for 2 trainees, plus estimated travel/lodging/meal costs for 35 days of training.

6. This estimates your initial start-up expenses and includes: payroll cost, utilities and rent. This does not include a draw or salary for any owner including you. These numbers are estimates only and are not guaranteed in any manner by us. Your costs may vary depending on factors including: to what degree you follow SUTEKI EXPRESS' suggested methods and procedures, your management skill, experience and business acumen, local economic conditions, local market for products and services, competition and your financing costs (if any) for your SUTEKI EXPRESS Restaurant. The initial start up phase is generally three (3) months but can be a longer period. We relied on the experience of our affiliates in opening of both affiliate-owned SUTEKI EXPRESS restaurants and affiliate-owned and franchisee-owned Manchu WOK® Restaurants when making this estimate.

Initial Investment-Area Development Agreement

Your estimated initial investment to perform your obligations as an area developer under your Area Development Agreement is disclosed in the table below.

PURPOSE	AMOUNT	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS MADE
Development Fee¹	$90,000 to $165,000	Lump sum	When you sign your Area Development Agreement	Us
Office Equipment²	$1,000 to $2,000	Lump sum	When you purchase this equipment	Vendors

4720045.4 UFOC-SUTEKI EXPRESS

082805

PURPOSE	AMOUNT	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS MADE
Minimum Additional Funds³	$5,000 to $10,000	Lump sum	When you sign the lease for your first Franchised Business	Various
Total	$96,000 to $177,000

1. Development fee is variable; you pay for your first SUTEKI EXPRESS Restaurant in full ($30,000) together with 50% of the development fee for each additional restaurant ($15,000) covered by the Area Development Agreement. Development fee is non-refundable but is credited against Franchise Fee payable for each additional SUTEKI EXPRESS Restaurant you agree to open. This estimate covers Area Development Agreements ranging from 5-10 restaurants.

2. We do not require that you have a separate office from which to conduct your franchise development business operations. You are required to have a dedicated telephone line and fax line and a DSL Hi Speed internet connection to assist you in your Development Business.

3. You must create and maintain a satisfactory capital reserve.

Except as otherwise noted, the payments described in the tables above are not refundable. We relied on the experience of our affiliates in compiling these estimated payments.

THESE PAYMENTS ARE ONLY ESTIMATES AND YOUR COSTS MAY BE HIGHER, DEPENDING ON YOUR PARTICULAR CIRCUMSTANCES. YOU SHOULD REVIEW THESE FIGURES CAREFULLY WITH A BUSINESS ADVISOR, ACCOUNTANT OR ATTORNEY BEFORE MAKING ANY DECISION TO PURCHASE A FRANCHISE OR AREA DEVELOPMENT RIGHTS.

The availability and terms of financing with third-party lenders will depend on factors such as the availability of financing generally, your credit-worthiness and policies of lending institutions concerning the type of business to be operated.

Item 8. Restrictions on Sources of Products and Services

Franchise Agreement

To insure that high and uniform standards of quality and service are maintained, you must operate your SUTEKI EXPRESS Restaurant in strict conformity with our methods, standards and specifications. You must purchase or lease the goods, services, fixtures and equipment, and inventory needed to operate your SUTEKI EXPRESS Restaurant in accordance with specifications we set and/or from the suppliers as we may designate. These specifications may include the quality and appearance of the product. Except as described below with respect to the build-out of your Premises, neither we nor any of our affiliates is presently an approved or exclusive supplier. We may, however, designate ourselves or any affiliates as approved or exclusive suppliers of any required goods or services at any time in the future.

You must purchase all the furniture, equipment and fixtures and your opening inventory for your SUTEKI EXPRESS Restaurant from us or from suppliers we designate. Our prices for the items are competitive with the prices being generally charged in your market area for equivalent items of comparable quality and in similar quantities. If we or our designated suppliers cannot furnish any equipment or fixtures, then you may purchase the item from another supplier approved by us in writing. In such event, our approval will not be unreasonably withheld.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Specifications for food and paper items are contained in the SUTEKI EXPRESS 'Recipe Manual.' Certain products must be purchased from us or our approved distributors. Soft drink syrup and bottled beverages must be purchased through Pepsi Cola. Certain other products, including without limitation, 9^lA" 3-compartment plate, 6W round plate, cold drink cups, cold drink lids, soup container, soup lids, hot drink cups, hot drink lids, 7x9 oval platters, 3-compartment foam containers, large sandwich containers, soup mix, Batter Mix 44-2301 napkins, portion Soya Sauce (8gm), portion Hot sauce (8gm), portion Hot Mustard (7gm) may be imprinted/embossed with the SUTEKI EXPRESS logo(s) and must be purchased in any event from a distributor we designate or authorize. We expect to receive cash rebates from the manufacturers and/or distributors of these products based on the volume of your purchases. Because we only began offering Restaurants in 2005, we cannot yet calculate what our total annual rebates are nor what percentage of our total annual revenues they constitute.

We expect to negotiate purchase arrangements with suppliers (including price terms) for the benefit of all SUTEKI EXPRESS Restaurants and our other restaurants concepts including Manchu WOK® Restaurants including those owned by franchisees. We do not provide material benefits (e.g., renewal or additional franchises) to a franchisee based on his use of designated or approved suppliers. Failure to buy from approved suppliers is however an act of default pursuant to your Franchise Agreement.

If you want to purchase or lease products or services from a supplier or source that has not been previously approved by us, you or the supplier, must first submit a written request to us for approval to do so. We may require as a condition of its approval that our representatives be permitted to inspect the supplier's facilities, and samples from the supplier be delivered either to us or an independent expert that we designate for testing. We may also require the supplier to present satisfactory proof of insurance and financial stability as a condition of our approval. We will notify you of approval or disapproval of your request to use a previously unapproved supplier within 120 to 180 days after receiving your written submission, taking into account any inspection, testing, and review of samples and documents presented by the new supplier. You or the newly approved supplier must pay to us a charge that will not exceed the reasonable cost of inspection and the actual cost of testing.

We may periodically re-inspect the facilities and products of any approved supplier and continue to sample the products and we retain the right to revoke any approval upon the supplier's failure to continue to meet SUTEKI EXPRESS standards and specifications.

Our criteria for supplier approval include: the ability to meet SUTEKI EXPRESS standards and specifications, trade secrets and competition concerns; and the supplier's business reputation, financial position, and possession of adequate quality controls and capacity to supply your needs promptly and reliably, as well as the prices it charges.

You must lease (or otherwise acquire) the premises for your SUTEKI EXPRESS Restaurant and build-out your restaurant in accordance with our specifications and guidelines. Accordingly, the exterior and interior design and construction of your restaurant and all your signage, fixtures, and equipment (including your POS System) must conform to our specifications.

4720045.4 UFOC-SUTEKI EXPRESS

082805

We reserve the right to approve or designate a contractor who will construct, furnish and equip your SUTEKI EXPRESS Restaurant, and/or who will supervise the construction.

We charge a Development Construction Fee, described in Item 5, that you must pay if we assist with the build-out of your SUTEKI EXPRESS Restaurant.

We must approve the site for your Restaurant. You must acquire or enter a lease for the site that we have approved containing certain provisions that we require. If the landlord refuses to enter a lease with you despite your best efforts to have it do so, and will only sign a primary lease with us, we will exercise reasonable commercial efforts to enter a lease on terms satisfactory to us. If we are successful, we will sublease the premises to you under a net lease, which will pass-through all the expenses under the primary lease to you. In that event you must also pay us a monthly sublease fee equal to 10% of all rent and other charges due under the primary lease. The form of Sublease Agreement we will require you to sign is attached as Exhibit D to this offering circular. However, in certain circumstances, a landlord may require you to sign a different form of sublease agreement.

You must acquire a Point of Sale and Electronic Cash Register System (POS System) approved by us for your SUTEKI EXPRESS Restaurant. The system currently comprises a Sharp Model ER - A570 Electronic Cash Register with Communications Board and Modem. We reserve the right at any time to require you to upgrade, supplement, or replace your POS System in accordance with our then specifications and/or from suppliers that we designate.

You must purchase and maintain in force: (a) comprehensive general public and product liability insurance; (b) general casualty insurance, including fire and extended coverage for the replacement value of your SUTEKI EXPRESS Restaurant and its contents; and (c) the other insurance policies such as business-interruption and unemployment insurance, as we may determine from time to time. All insurance policies must be issued by carriers approved by us, must contain the types and minimum amounts of coverage, exclusions and maximum deductibles as we prescribe from time to time, must name us and our affiliates as additional insureds, must provide for 30 days' prior written notice to us of any material modification, cancellation or expiration of the policy and must include the other provisions as we may require from time to time. We reserve the right to establish a Group General Insurance Program for our franchisees and franchisees of our affiliates. If we do so, you and your SUTEKI EXPRESS Restaurant(s) must participate in such program from and after the date of its inception.

We estimate that your purchases or leases from designated or approved suppliers will represent 100% of the total cost to you of opening your SUTEKI EXPRESS Restaurant and 100% of the total purchases and leases for the continuing operation of your SUTEKI EXPRESS Restaurant. We estimate that your total purchases/leases in accordance with our specifications where we have not designated or approved a supplier will represent 0 % of your total costs of establishing your SUTEKI EXPRESS Restaurant and 0 % of the total cost of the continuing operations of your SUTEKI EXPRESS Restaurant. All designated or approved suppliers are subject to change at any time.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Area Development Agreement

The above described descriptions/restrictions do not apply to your responsibilities under an Area Development Agreement but will apply to each of the Franchise Agreements you sign under an Area Development Agreement.

Item 9. Franchisee's Obligations

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.

Franchise Agreement and Sublease

OBLIGATION	SECTION IN AGREEMENT	ITEM IN OFFERING CIRCULAR
a. Site selection and acquisition/lease	Sections 4.1 and 4.2	Items 6, 7, 8 and 11
b. Pre-opening purchases/leases	ARTICLE 4 and Section 6.9	Items 5, 7 and 8
c. Site development and other pre-opening requirements	ARTICLE 4	Items 7, 8 and 11
d. Initial and ongoing training	Sections 3.6, 5.2, and 6.21	Items 5, 6, 7 and 11
e. Opening	Section 4.4	Item 11
. f. Fees	ARTICLE 3; Sublease Sections III andV	Items 5, 6, 7 and 8
g. Compliance with standards and policies/operating manuals	Sections 2.4, 2.5, and ARTICLE 6	Item 11
h. Trademarks and proprietary information	ARTICLE 9 and Section 11.1	Items 13 and 14
i. Restrictions on products/services offered	Sections 6.4 and 6.5	Items Band 16
j. Warranty and customer service requirements	Section 6.1
k. Territorial development and sales quotas	N/A	N/A
1. Ongoing product/service purchases	Sections 6.4 and 6.5	Item 8
m. Maintenance, appearance and remodeling	Section 6.7; Sublease Section IV	Item 6
n. Insurance	ARTICLE 7; Sublease Section IV	Items 6 and 8
o. Marketing	Sections 3.5, 5.5, 5.6 and 6.14	Items 5, 6 and 11
p. Indemnification	Section 13.2; Sublease Section IX	Item 6
q. Owner's participation/management/staffing	Section 6.2	Items 11 and 15
r. Records/reports	ARTICLE 8; Sublease Section VI
s. Inspections/audits	Sections 6.8 and 8.3; Sublease Section IV	Items 6 and 11
t Transfer	ARTICLE 12; Sublease Section VII	Items 6 and 17
u. Renewal	Section 2.2	Items 6 and 17
v. Post-termination obligations	Sections 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10 and 10.12	Item 17
w. Non-competition covenants	ARTICLE 11	Item 17

4720045.4 082805

UFOC-SUTEKI EXPRESS 13

OBLIGATION	SECTION IN AGREEMENT	ITEM IN OFFERING CIRCULAR
x. Dispute resolution	ARTICLE 14	Item 17
y. Personal Guarantee	ARTICLE 15
z. Cross Defaults	ARTICLE 10.section1.r

Area Development Agreement

OBLIGATION	SECTION IN AGREEMENT"	FTEM IN OFFERING CIRCULAR
a. Site selection and acquisition/lease	n/a
b. Pre-opening purchases/leases	n/a
c. Site development and other pre-opening requirements	Section 3	Iteml,
d. Initial and ongoing training	n/a
e. Opening	n/a
f. Fees	Section 2	Items 5, 6 and 7
g. Compliance with standards and policies/operating manuals	n/a
h. Trademarks and proprietary information	n/a
i. Restrictions on products/services offered	n/a
j. Warranty and customer service requirements	n/a
k. Territorial development and sales quotas	Section 1 and attachment B
1. Ongoing product/service purchases	n/a
m. Maintenance, appearance and remodeling	n/a
n. Insurance	n/a
o. Marketing	n/a
p. Indemnification	9.3
q. Owner's participation/management/staffing	n/a
r. Records/reports	n/a
s. Inspections/audits	n/a
t. Transfer	Section 6	Item 17
u. Renewal	n/a	Item 17
v. Post-termination obligations	Section 5.3	Item 17
w. Non-competition covenants	Section 5.2 and 5.3	Item 17
x. Dispute resolution	Section 12	Item 17
y. Cross defaults	Section 7.3	Item 17
z. Personal Guarantee	Section 13

Note: See also Franchisee Obligations set out in previous table.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Item 10* Financing

Franchise Agreement

Neither we nor any affiliate offers direct or indirect financing to Franchisees. We do not guarantee your note, or any other obligation but we may on a cases by case basis guarantee your lease if required by your landlord.

Area Development Agreement

We do not offer direct or indirect financing for your Area Development Agreement. We do not guarantee your note, lease or any other obligation.

Item 11. Franchisor's Obligations

Franchise Agreement Except as listed below, we need not provide any assistance to you.

A. Pre Opening Obligations

We will assist you in the building and opening of your SUTEKI EXPRESS Restaurant as follows: (all section numbers refer to the Franchise Agreement)

- We will review and approve the site you have selected; Sec 4.1 and 4.6

- We will provide building plans, a finish schedule and a contact list for approved or designated suppliers of furniture fixtures, equipment and inventory; Sec 4

- We will designate suppliers who will sell to you the furniture, fixtures, equipment and opening inventory; Sec 4.7

- If required by the landlord of the site you select, we will enter into a head lease and sublease the leased premises to you; Sec 4.2

- We will conduct a Grand Opening Marketing campaign and Promotional program for you using the $10,000 Grand Opening Marketing and promotion fee you pay to us; Sec 3.5.d

- We will provide you with a loan only of copies of our Confidential Operations Manual, Recipe Manual and Local Store Marketing Manual (collectively, the "Operations Manual"); Sec 5.1

- We will provide an initial training course for 2 of your employees as designated by you who will be responsible for the operation and management of your SUTEKI EXPRESS Restaurant. Sec 5.2

B. Continuing Obligations

We will assist you in the ongoing operations of your SUTEKI EXPRESS Restaurant as follows:

- We will provide updates and revisions to the Operating Manuals periodically as we deem necessary or advisable; Sec 5.1

4720045.4 UFOC-SUTEK! EXPRESS

082805

- We will provide ongoing training in methods and techniques both in your SUTEKI EXPRESS Restaurant and /or at locations we designate; Sec 5.2

- We will provide ongoing operational advice and guidance to you concerning the use of the SUTEKI EXPRESS Restaurant System; Sec 5J

- At your request, we will provide special assistance to you as we deem necessary or advisable in the circumstances; Sec 5.4

- We will provide ongoing marketing and promotional materials to you. Sec 5.6

C. Site Selection and Construction

i) You are exclusively responsible for choosing the location for your SUTEKI EXPRESS Restaurant. We must approve such location and will do so if it meets our minimum site-approval criteria. Our approval of any location means only that it meets our minimum criteria for a SUTEKI EXPRESS Restaurant. Franchisees generally will select a site that we have approved before they sign their Franchise Agreements. If, however, you do not, you must select an acceptable site and enter a lease that we have approved within 30 days after all parties have signed your Franchise Agreement. Failing to comply with your development obligations (for example, by failing to timely select an acceptable site) is an Event of Default under your Franchise Agreement for which we may terminate your Franchise Agreement.

ii) We will review and must approve the site you have selected for your SUTEKI EXPRESS Restaurant. Although we devote significant time and research to identifying prospective locations, we do not represent or guarantee that your approved location will be successful, make a profit, or attain any level of revenues. We have developed specific criteria to evaluate each prospective location. In addition to analyzing demographic. information for each prospective location, we consider factors such as location, parking, population density, traffic patterns, accessibility and visibility. We also consider rental rates, lease duration and other lease terms in analyzing prospective locations. While we take care in evaluating potential locations, we do not make any representations as to sales or profitability for a particular location for any SUTEKI EXPRESS Restaurant. Generally, you will choose a proposed site before you sign a Franchise Agreement and we will review and approve it, if acceptable to us.

iii) If the landlord of the approved site refuses to enter a lease with you despite your best efforts to have it do so, and will only sign a primary lease with us, we will exercise reasonable commercial efforts to enter a head lease with the landlord on terms acceptable to us, and if we do, we will sublease the site to you under our standard sublease agreement. If we sign the lease, we will supervise constructing and improving the premises, in return for which you must pay us the Construction Development Fee described in Item 7.

iv) We will provide you with building plans, a finish schedule, and a contact list for all approved suppliers and sell you your opening inventory and the furniture, fixtures, and equipment needed to outfit your restaurant or designate suppliers who will sell it to you. If we or our designated suppliers cannot furnish any item of furniture, fixtures or equipment, then you may purchase the item from another supplier as may be approved by us.

4720045.4 UFOC-SUTEKI EXPRESS

082805

v) You must open your Business within 180 days of the date of the Franchise Agreement or by any earlier required opening date in your Area Development Agreement. The typical length of time between the signing of the Franchise Agreement or the first payment of any consideration for a SUTEKI EXPRESS Restaurant and the opening for business of a new SUTEKI EXPRESS Restaurant is 180 days.

D. Training - Initial and Ongoing

i) We will provide an initial training course in the SUTEKI EXPRESS restaurant system ("Initial Training") for 2 of the employees of your SUTEKI EXPRESS Restaurant who you designate. Your Manager must be one of the trainees. You must be the Manager if you are an individual; if you are a corporation, one of the shareholders who owns at least a 10% equity interest must be the Manager. If your Manager does not successfully complete training after two attempts, we may terminate your Franchise Agreement. If you previously operated a SUTEKI EXPRESS Restaurant, then, before opening your Restaurant, we will provide refresher training in food preparation techniques and other aspects of the physical operation of a SUTEKI EXPRESS Restaurant ("Refresher Training") to two persons you designate (one of whom must be your Manager for this location). We may provide further training assistance as we consider necessary ("Supplemental Training"), including assistance with any new developments in the SUTEKI EXPRESS Restaurant System or matters that may be described in revisions made to the Operating Manual. All training we provide to you will be at a place we choose (currently Toronto, Canada and/or Sacramento,, California) and may include both in-store and classroom training. All persons attending the training must complete it to our satisfaction. Initial Training and Refresher Training, including all requisite materials, are provided to you at a non-refundable cost of $3,000 payable before beginning training. For Supplemental Training and any training other than Initial Training, Refresher Training, or training required on a transfer, you will pay $1,500 for each person attending the training. In addition, you shall pay for all personal expenses incurred by the persons attending any training (including, travel, lodging, and meal expenses). Your Manager must attend and satisfactorily complete all training. If at any time or times we designate any Supplemental Training to be mandatory, you or your Manager must attend the training.

ii) Initial Training is usually for 35 working days and averages 8 hours per day. Typically, you must complete training approximately one-month before opening your SUTEKI EXPRESS Restaurant. Training is conducted by various members of our staff and SUTEKI EXPRESS restaurant management personnel who have extensive operations knowledge concerning the SUTEKI EXPRESS system. Training includes the review of the Operating Manual and the management of a SUTEKI EXPRESS Restaurant. Your Manager and your designated employee must complete initial training to our satisfaction through their demonstrated knowledge and understanding of both the Operating Manual and the bookkeeping and inventory control system. The subjects covered and approximate hours of classroom and on-the-job training are described below. Our training programs are under the general supervision of the vice-president-operations, Mr. Ernest Lam. Mr. Lam's biography appears in Item 2 of this offering circular.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Subject	Hours of Classroom Training	Hours of On-The-Job Training
Orientation		1
Safety and Sanitation		1
Food Preparation		15
Menu Hem Overview		1
Drink Station		2
Food Handling		1
Daily Operations		10
Opening Procedures		6
Safety and Security		-
Wok Cooking		50
Inventory Control		1
Serving		25
Equipment and Maintenance		1
Cashier		20
Administration	2	1
Closing Procedures		6
Kitchen Management		7
Shift Management		10
Menu Planning		1
Human Resources		-
Profit Management		-
Drive Through	4	24
Lot and Building	2	16
Marketing and Local Store Marketing	5
TOTAL TRAINING HOURS	31	199

Instructional materials consist of the Operations Manual, Training Manual and standard forms

iii) You, your Manager and any other employees we designate must attend and participate in (at your expense) management seminars and training and refresher courses and SUTEKI EXPRESS and/or industry conventions, including the Alternate Year Convention (and regional meetings in years in which the Alternate Year Convention is not held), and participate in ongoing aptitude testing that we conduct. We will not compel you, your Manager, and your other employees to attend more than two seminars, conventions or other courses in any calendar quarter. This restriction does not apply to Initial Training or any other training that we may require your Manager or any replacement Manager to attend.

iv) To the extent we consider it appropriate or reasonably necessary, we will provide continuing advice and guidance to you concerning how to use the SUTEKI EXPRESS

4720045.4 UFOC-SUTEKI EXPRESS

082805

Restaurant System and in the operation of your restaurant business including advice and guidance regarding formulating and implementing local marketing and promotional programs, purchasing goods and other supplies, establishing and maintaining our administrative, bookkeeping, accounting and general operating procedures, hiring and training employees and providing results of research on market trends, where practicable.

v) To the extent that we consider it appropriate and necessary and have available personnel and can otherwise accommodate your request, we will furnish additional or special assistance to you (in addition to the assistance referred to above) to resolve any specific problems you encounter when operating the your SUTEKI EXPRESS Restaurant. If we send our personnel to your SUTEKI EXPRESS Restaurant, you must reimburse us $500 per day (or part of each day) for each person we provide to render these additional or special services, together with for all reasonable costs we incur on account of travel, lodging and meals for all personnel provided.

. Manuals

We will provide you with a loan only of copies of our Operations Manual. The Table of Contents of the Operations Manual is attached to this offering circular as Exhibit F. This Operations Manual is confidential and remains our property. We may periodically modify the Operations Manual or change the format in which the Operations Manual is presented.

F. Marketing - Initial/Ongoing/Local/Regional/National

i) We will conduct a Grand Opening Marketing campaign and Promotional program for you using the $10,000 Grand Opening Marketing and promotion fee you pay to us. For the grand opening marketing and promotion program, we furnish merchandising material, including "Now Open" signs, "directional" signs and a grand opening banner. We also give you various coupons and marketing materials that contain promotional offers. The costs associated with any discount attributable to any coupons used by your customers or any free food and beverages that you provide your customers are your responsibility.

ii) We will provide ongoing marketing and promotional programs and suggestions/guidance for marketing to assist you in the marketing and promotion of your SUTEKI EXPRESS restaurant.

iii) You must contribute a Marketing Fee as described in Item 6 to the marketing and sales promotion fund (the "Fund"). We wilt use the Fund for formulating, developing, and conducting programs and policies for marketing, sales promotional matters, and marketing research, communication, and development; purchasing advertising or marketing rights or services in any media; administrating any media-buying co-operative we may establish; and developing and administering marketing and promotional activities for the SUTEKI EXPRESS System. We may retain and use the Fund monies in the manner as we consider appropriate. If it is economically efficient and not detrimental to the SUTEKI EXPRESS System, the Fund may agree to share certain costs and/or programs with other franchise systems owned by us and/or our affiliates.

4720045.4 UFOC-SUTEKI EXPRESS

082805

iv) Through the Fund, we will provide you with marketing materials, including ad slicks, promotional materials, customer programs and logo art work. The Fund may disseminate advertising in electronic, print, and other media, including newspapers, magazines, handbills and flyers. The Fund may advertise in national, regional, and local media.

v) We or our affiliates administer the Fund and use our in-house marketing department (which is employed to work on marketing and promotional materials for all our restaurant concepts) to create and place marketing programs.. We may administratively aggregate the monies in the Fund and pay ourselves out of the Fund an annual administration fee of 15% of the total amounts paid to the Fund. Monies expended by the Marketing Fund shall not be used to solicit new franchisees.

vi) You may develop marketing materials for your own use; however, we must approve all the materials, in writing, before you use them. We will approve or disapprove of your proposed marketing materials within 10 working days after you submit them for evaluation. Any marketing materials or programs which you may develop become our property without requirement of payment to you.

vii)The Marketing Fund will collect marketing fees from all our franchisee and company-owned restaurant concepts. Franchises granted at the present time contribute the Marketing Fee set forth in Item 6. Company-owned outlets contribute to the Marketing Fund on the same basis as franchisees. The Marketing Fund is not required to spend any amount on marketing in the area where your SUTEKI EXPRESS Restaurant is located.

viii) Financial statements relating to the Fund will not be published or disseminated to you.

ix) There is presently no marketing council. However we and our affiliates intend to establish a Franchisee Advisory Council comprising initially of appointed Franchisee representatives representing all our restaurant concepts to discuss matters of common interest and make recommendations concerning restaurant operations, procedures, marketing etc. to us. It is anticipated that this Franchisee Advisory Council will eventually become a body whose representatives will be elected annually by all our Franchisees. We and our affiliates will carefully consider any and all recommendations made by the Franchisee Advisory Council but we are not bound to accept or institute any recommendation(s) or proposal(s) made by the Franchisee Advisory Council.

x) In addition to contributing to the Marketing Fund and fulfilling any marketing obligations under your Lease or Sublease, you must use and display all marketing and promotional materials (including banners, signs and point-of-purchase materials) as we may provide. Any marketing program you may conceive or develop becomes our sole property.

xi) We and our affiliates have the exclusive right to use our trademarks (both applied for/registered and unregistered) and licensed items for e-commerce purposes and for use on the world wide web. You may NOT use the licensed items or our trademarks on the world-wide-web. You must not operate or advertise, market, or otherwise promote your SUTEKI EXPRESS Restaurant on the Internet. You may NOT register any domain name containing the words "SUTEKI EXPRESS" or any variation thereof or establish, operate, or participate in a Web site on which the words appear.

xii) We reserve the right to create a regional marketing cooperative in any Area of Dominant Influence, which is a geographic-survey area created and defined by Arbitron® based on

4720045.4 UFCC-SUTEKI EXPRESS

082805

measurable patterns of television viewing. (ADI) and establish its rules and regulations. If and when we request, you must become a member of the cooperative for the ADI in which some or all of your Trade Area is located and make contributions as described in Item 6. In no event will your SUTEKJ EXPRESS Restaurant be required to be a member of more than one cooperative. The cooperative must be organized, governed, and operated in the manner we prescribe. The cooperative may require each of its members to make contributions (the "Regional Cooperative Marketing Contribution") not to exceed the amount set forth in Item 6. The cooperative need not operate from written governing documents nor need it prepare annual or periodic financial statements available for your review.

G. POS System

i) You must purchase and use an electronic cash register system ("POS System") inclusive of necessary software which we approve. The POS System must include devices that will (i) record cumulative sales and provide sequential customer count recording on a daily and cumulative basis and that cannot be turned back or reset; and (ii) permit electronic polling of all cash register information. We may periodically require you to upgrade, supplement, or replace any or all the components of the POS System. We have the right to poll (i.e., take copies of information from) your POS System at any time we choose. To permit the polling, you shall configure your POS System so that we have complete, continuous, and unfettered access to all information the POS System generates and collects

ii) For your POS SYSTEM, you must acquire and use a modem or other electronic communications device complying with our specifications and a designated communications line that will enable us to gather information from your POS System and accounting system. This communications line, which must be installed and maintained at your expense, must be dedicated exclusively to providing us with complete and unfettered access to your POS System and accounting system so we may poll them at any time.

iii) Currently, the POS System includes a Sharp Model ER-A570 Electronic Cash Register with Communications Board and Modem. With the exception of the manufacturer's warranty, neither we nor our affiliates nor any other party has a contractual right or obligation to provide on-going maintenance, repairs, upgrades or updates to your electronic cash register or POS System.

Area Development Agreement

Our pre-and post opening obligations for each SUTEKI EXPRESS Restaurant which you open arise under your Franchise Agreement(s) and are described above.

Other than assigning you a Designated Development Area, we have no performance obligations to you under your Area Development Agreement.

* * *

In fulfilling our obligations to franchisees under any Franchise Agreement or Area Development Agreement or otherwise, and in conducting any activities or exercising any rights under any agreements or on behalf of the SUTEKJ EXPRESS System, we retain the right (i) to take into account, as we see fit, the effect on and the interests of other businesses in which we or our

4720045.4 UFOC-SUTEKI EXPRESS

082805

affiliates have an interest and on our (and our affiliates') own activities; (ii) to share market and product research and other proprietary and non-proprietary business information with other businesses in which we or our affiliates have an interest or with us or our affiliates; and/or (iii) to introduce proprietary and non-proprietary products or operational marketing and/or management programs used by the SUTEKI EXPRESS System into other businesses in which we or our affiliates have an interest and to allocate new products and/or programs between and among the SUTEKI EXPRESS System and/or other businesses in which we or our affiliates have an interest, as we see fit. All of our obligations under agreements that you sign with us are subject to these caveats.

Item 12. Territory

Franchise Agreement

You must operate your SUTEKI EXPRESS Restaurant only at the location that we have approved; you may not operate at any other location. You may not move or otherwise change the location of your SUTEKI EXPRESS Restaurant without our approval. So long as you are not in default of your Franchise Agreement (or your Area Development Agreement, if applicable), we will not open or operate, or grant a third party the right to operate, another SUTEKI EXPRESS Restaurant within your "Trade Area," if any. Trade Areas are generally not assigned to SUTEKI EXPRESS Restaurants. However, the Lease for your Restaurant may contain provisions respecting geographic restrictions on development of additional Restaurants. In such case, we and our affiliates will respect such Lease provisions. If we do grant you a Trade Area, you are not permitted to directly solicit customers residing outside your Trade Area (advertising in local media whose circulation or broadcast may extend beyond your Trade Area is not prohibited) nor provide off-premises services (including without limitation catering and home delivery) to customers residing outside your Trade Area.

If we grant you a Trade Area, we reserve the absolute, unconditional right to operate, or grant third parties the right to operate (i) the Manchu WOK® branded restaurants (as described in Item 1 of this offering circular), either within or outside your Trade Area; and (ii) SUTEKI EXPRESS Restaurants at any location outside the Trade Area.

Your Franchise Agreement has limited exclusivity. We (and our affiliates) reserve all rights not expressly granted in your Franchise Agreement, including the right to:

establish, acquire, develop, and license or franchise other systems different from the SUTEKI EXPRESS System licensed by your Franchise Agreement, within or outside the Trade Area, without offering or providing you any rights in, to, or under the other systems; and

sell, within or outside the Trade Area, through dissimilar channels of distribution, such as retail grocery stores, under any terms that we consider appropriate, SUTEKI EXPRESS products and services similar or identical to those authorized for your SUTEKI EXPRESS Restaurant and using the trademarks we permit you to use.

Except as discussed above in this item 12 and in item 1, neither we nor our affiliates have as at the date of this offering circular any plan or intention to operate, or franchise the operation of,

4720045.4 UFOC-SUTEKI EXPRESS

082805

any business similar to or competitive with, the SUTEKI EXPRESS Restaurant franchise being offered pursuant to this offering circular, aside from the Manchu WOK® branded restaurants. Your Franchise Agreement does not and will not grant to you any option, right of first refusal, or similar right to acquire additional franchises. If you want to acquire rights to develop and operate more than one SUTEKI EXPRESS Restaurant, and provided that we agree, you shall enter an Area Development Agreement with us.

Your territorial rights, if any, do not depend on achieving a certain sales volume, market penetration, or other contingency (provided however that you must not be in default of any provision contained in your Franchise Agreement).

Area Development Agreement

Under your Area Development Agreement you are required to develop a stated number of SUTEKI EXPRESS Restaurants within a designated "Development Area" and designated time. This provision is addressed in Section 3 of your Area Development Agreement and in the Development Schedule that is attached to your Area Development Agreement. The "Development Area" will be that described in Exhibit 1 to your Area Development Agreement. At all times during the Development Schedule, you must continuously operate the number of franchised restaurants then required to be operated under the Development Schedule. (Area Development Agreement, Sections 3 and 5.) If you do not open any SUTEKI EXPRESS Restaurant before the required opening date under the Development Schedule (or do not continuously operate that Restaurant afterwards), we reserve the right in our sole discretion to terminate your right to develop that franchised restaurant or to terminate your Area Development Agreement. Any default in any Franchise Agreement you enter into with us will constitute a default of all other Franchise Agreements you have with us or any of our affiliate(s) and of the Area Development Agreement, and shall give us the right to terminate all such agreements.

Except as provided below, as long as you are not in default under your Area Development Agreement or under any other Franchise Agreement entered into with us or any affiliate of ours, neither we nor any affiliate will establish and/or operate a SUTEKI EXPRESS Restaurant or grant anyone else the right to establish and/or operate a SUTEKI EXPRESS Restaurant in the Development Area during the term of the Area Development Agreement. However, we and our affiliates reserve the absolute, unconditional right to establish and/or operate or grant others the right to establish and/or operate SUTEKI EXPRESS® restaurants outside the Development Area and Manchu WOK® branded restaurants at any location inside or outside the Development Area.

We reserve all rights not expressly granted under your Area Development Agreement, including the right to:

establish, develop, and license or franchise other systems different from the SUTEKI EXPRESS System licensed by your Area Development Agreement, within or outside the Development Area, without offering or providing you any rights in, to, or under the other systems; and

sell, within or outside the Development Area, through dissimilar channels of distribution, such as retail grocery stores, under any terms that we consider

4720045.4 UFOC-SUTEKI EXPRESS

082805

appropriate, SUTEKI EXPRESS products and services similar or identical to those authorized for your franchised restaurants, using trademarks we permit you to use.

During the period of the Development Schedule, we also reserve the right to establish new SUTEKI EXPRESS Restaurants in your Development Area in addition to the Restaurants you are required to develop if we determine in our discretion that additional SUTEKI EXPRESS Restaurant(s) should be opened in the Designated Territory. In such event, we will deliver a written notice (a "Development Notice") to you of where we believe the additional SUTEKI EXPRESS Restaurant(s) should be located and when we have determined that they should be opened. If you have complied to that time with the terms of all the agreements you have entered into with us you shall have an option to open the additional SUTEKI EXPRESS Restaurant(s) described in the Development Notice under the terms and conditions we specify. These terms and conditions (including the amount of royalties and advertising contributions) may vary from those in your Area Development Agreement and our current form of franchise agreement. If you choose to exercise this option, you may do so only by delivering a written notice so stating within 30-days from the date when we delivered the Development Notice to you. If, within the 30-day period, you do not exercise your option to open the additional SUTEKI EXPRESS Restaurant(s) in the manner just described, you shall be deemed to have irrevocably waived your right to such additional development, and we reserve the right to then develop the SUTEKI EXPRESS Restaurant(s) or, in our sole discretion, grant the right to do so to third parties. If you fail to fully and timely meet any of your development obligations under the Area Development Agreement, you will be deemed to have foregone (i.e., lost) this option.

If you fail to open any SUTEKI EXPRESS Restaurant by the required opening date (or fail thereafter to continuously operate it) or to meet our other time requirements for selecting and developing a SUTEKI EXPRESS Restaurant(s), we reserve the right in our discretion to either terminate your Area Development Agreement or terminate your development right for the particular SUTEKI EXPRESS Restaurant(s) at issue and to develop the SUTEKI EXPRESS Restaurants ourselves or through others. If you breach your Area Development Agreement, or if we terminate it, we also reserve the right, in our sole discretion, to terminate any Franchise Agreement(s) entered into under your Area Development Agreement.

Item 13. Trademarks

You will operate your SUTEKI EXPRESS Restaurant under the trademark SUTEKI EXPRESS as well as under any other trade names, trademarks, service marks, logotypes, and other commercial symbols (collectively with SUTEKI EXPRESS, the "Marks"), that we now or in the future consider appropriate to use for your Suteki Express Restaurant.

On May 19, 2005, our affiliate, Manchu WOK Holdings, Inc., filed an application in the United States Patent and Trademark Office to register the trademark SUTEKI EXPRESS on the Principal Register. The application number is 78/633,419. The application is pending. By not having a Principal Register federal registration for SUTEKI EXPRESS, we do not have certain presumptive rights granted by a registration.

4720045.4 UFOC-SUTEK1 EXPRESS

082805

We and Manchu WOK Holdings, Inc. have entered into a trademark license agreement that grants us the right to use and to license others to use the Marks as our franchisee. The term of this trademark license agreement is indefinite but is terminable by either party if the other party i) commits a material breach which remains uncured for 30 days; ii) commits an act of insolvency; or iii) repeatedly commits defaults. If the trademark license agreement is terminated, the trademark licensor will assume all of our obligations under your Franchise Agreement with respect to those Marks which they licensed to us. Neither the trademark license agreement nor any other agreement significantly limits our rights to use or license the principal trademarks in any manner material to you.

You must use all trade names, trademarks, service marks, logotypes and commercial symbols in full compliance with rules established by us. You are prohibited from using any name or mark as part of your corporate name or with a prefix, suffix or from modifying words, terms, designs or symbols which may form a part of any of our Marks. In addition, you may not use any of our Marks for the sale of any unauthorized products or services or in any other manner not explicitly authorized by us in writing in our sole discretion.

Should you develop any marketing material(s) or program(s) for the use in your SUTEKI EXPRESS Restaurant at any time, we shall be deemed for all purposes to be the owner of such material or program and shall have the right to license the use of such new material/program to others.

There are no presently effective determinations of the Patent and Trademark Office, Trademark Trial and Appeal Board, the trademark administrator of this state or any court, nor are there any pending interference, opposition or cancellation proceedings or any pending material litigation involving the Mark which are relevant to the use of the Mark in any state.

If you become aware of any infringement of, or challenge to, using the Mark, you must promptly notify us and we will take action as we deem appropriate in our sole discretion.

We or our affiliate will defend you against all claims of trademark infringement for use of the Mark and hold you harmless from any of the claims if you have complied with your Franchise Agreement, promptly given us written notice of any claim, grant us complete authority to defend against the claim, and otherwise cooperate with us in accordance with our instructions. We may conduct the legal action (or settle same) on the terms as we consider appropriate, in our sole discretion and we shall bear all costs of defense of any of the claim or suit, provided that you have satisfied the conditions set forth above.

If, at any time, we consider it advisable to modify or discontinue the use of any of the Mark and/or use one or more additional or substitute names or marks for reasons including the rejection of any pending registration or revocation of any existing registration of any Mark, or the superior rights of senior users you must do so at your sole expense within 30 days of our request. We are liable solely to reimburse you for your reasonable direct printing and signage expenses incurred to modify or discontinue the use of the Mark and substitute a different Mark. The reimbursable expenses do not include any expenditures you make to promote a modified or substitute Mark.

4720045.4 UFOC-SUTEK1 EXPRESS

082805

You must not directly or indirectly contest our right to use the Marks, trade secrets or techniques that are part of the SUTEKI EXPRESS System.

We know of no infringing uses of any of the Mark that could materially affect your use of the Mark.

Item 14. Patents, Copyrights and Proprietary Information

You do not receive the right to use any item covered by a patent or copyright, but you will become licensed only to use the proprietary information contained in the Operations Manual. The Operations Manual is described in Item 11. We have not filed an application for copyright registration of the Operations Manual. However, we claim a copyright and assert that the information set forth in the Operations Manual is proprietary. You must tell us when you learn of unauthorized use of this proprietary information. We are not obligated to take any action, but will respond to this information as we think appropriate.

Our affiliate, Manchu WOK Holdings, Inc., has licensed to us the right to use the proprietary information for the SUTEKI EXPRESS franchise system. The term of this license agreement is indefinite but is terminable by either party if the other party i) commits a material breach which remains uncured for 30 days; ii) commits an act of insolvency; or iii) repeatedly commits defaults. If the license agreement is terminated, the trademark licensor will assume all of our obligations under your Franchise Agreement with respect to the proprietary information for the franchise system with respect to the proprietary information which they licensed to us. Neither the license agreement nor any other agreement currently in effect significantly limits our right to use, or license the use of, the proprietary information in the Operations Manual in any manner material to the franchise.

You may use the trade secrets and confidential information we reveal to you solely for the purpose of conducting the Business in accordance with the provisions of your Franchise Agreement. You may divulge the trade secrets and confidential information to your employees, but only on a "need-to-know" basis and in circumstances that will maintain its confidentiality. You must have your employees and agents maintain the confidentiality of the confidential information and trade secrets, and must obtain from them written agreements to maintain the confidentiality, in a form we prescribe.

Item 15. Obligation to Participate in the Actual Operation of the Franchise Business

i.) You must have at least two people who have successfully completed Initial Training

operate your SUTEKI EXPRESS Restaurant. One of them must be your Manager. ii.) If you are an individual, you must be the Manager. iii.) If you are a corporation, you must designate one of your shareholders who owns at

least 10% of your equity in the corporation to be the Manager. iv.) Your Manager must devote his or her full-time efforts to on-premises supervision of

your restaurant. v.) Your Manager must have the authority to receive and implement all directions we

give him or her and have the authority to represent you in all dealings with us.

4720045.4 UFOC-SUTEKI EXPRESS

082805

vi.) Before his or her appointment as Manager, you must submit in writing the name and

qualifications of any proposed Manager, or replacement Manager, together with any

other pertinent information that we request for our review and written approval of the

proposed Manager. vii.) Without our written approval, you may not appoint any person a Manager. viii.) We reserve the right to withhold our consent to the appointment of any person as

manager until that person shall have successfully completed all training we deem

necessary. ix.) The Manager and all other employees who operate your Manchu WOK restaurant

shall be required to enter our standard Confidentiality and Non-competition

Agreement.

Item 16. Restrictions on What the Franchisee May Sell

You may sell only those products and services that we authorize, and you must offer all of the products and services which we make available for sale. We have the right to change the types of authorized goods and services at any time. There are no limits on our right to change the types of goods and services you are authorized to sell.

You may only serve retail customers. You must not directly solicit customers residing outside your Trade Area nor provide off-premises services (including without limitation catering and home delivery) to customers residing outside your Trade Area.

See Items 8 and 12 for detailed descriptions of restrictions on certain practices.

Except as described above, you are not restricted by the Franchise Agreement or any other custom or practice of ours or of our affiliates with respect to products or services which you may offer or sell or with respect to customers to whom you may sell.

Item 17. Renewal, Termination, Transfer and Dispute Resolution

This table lists certain important provisions of the Franchise Agreement and related agreements. You should read these provisions in the agreements attached to this offering circular.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Franchise Agreement

PROVISION	SECTION IN FRANCHISE AGREEMENT	SUMMARY
a. Term of franchise	Section 2.1	The Original Term begins on the date that your Franchise Agreement is signed by all parties and expires on a date that is the earlier of: 10 years from the date your Manchu WOK Restaurant is first required to be opened to the public; or the expiration of the initial term of the Lease for the Premises; provided that if the initial term of the Lease is less than 10 years, you must renew the Lease so as to be entitled to continue to be in possession of the Premises until the conclusion of the 10-year period; otherwise upon the expiration of the initial term of the Lease, your Franchise Agreement terminates.
b. Renewal or extension of the term.	Section 2.2	If you have not defaulted under your Franchise Agreement or other contracts and satisfy the other renewal conditions in your franchise agreement, you may have two additional five-year terms (each, a "Renewal Term"), but the actual length of the Renewal Term must correspond to the length of the renewal term of the Lease (less one day).
c. Requirements for you to renew or extend	Section 2.2	You must sign a new franchise agreement (which may have different terms from those in your initial agreement), pay renewal fee, remodel, sign release, have the right to remain at the Premises throughout the entire renewal term, complete any required manager training or refresher training, and provide a timely written notice to renew. However, you are not entitled to renew your franchise if, during the 12-month period ending on the date the Original Term expires, we have not entered into a franchise agreement for any Manchu WOK franchised restaurant located within 10 miles of your Franchised Restaurant (the "Market Area") and we have elected to withdraw from that Market Area.
d. Termination by you	None
e. Termination by us without cause	None
f. Termination by us with cause	Section 10.1	We may terminate only if you default under your Franchise Agreement.
g. "Cause" defined- defaults which can be cured	Section 10.1	Failure to open your Restaurant on time or failure to pay amounts you owe us. Failure to operate your Restaurant to our standards as set out in the Franchise Agreement or the Manual as determined by us.
h. "Cause" defined- defaults which cannot be cured	Section 10.1	You file or become the subject of bankruptcy, a receiver is appointed for your Business assets, we give you three or more notices of defaults in a 12-month period (irrespective of whether they are cured), you abandon the Business, you or your Manager fail two attempts to complete Initial Training, a default occurs under a Development Agreement or a Lease or Sublease of the Premises (subject to any notice and cure period), or you violate your noncompete or confidentiality restrictions.

4720045.4 UFOC-SUTEKI EXPRESS

082805

PROVISION	SECTION IN FRANCHISE AGREEMENT	SUMMARY
i. Your obligations on termination/non-renewal	Sections 10.2-10.11	Obligations include ceasing use of our trademarks, deidentifying premises, paying amounts due, returning manuals and other operations materials, assigning telephone numbers and if we request, assigning your Lease and/or selling us any of your equipment or fixtures at the price set forth in your Franchise Agreement (also see "r", below).
j. Assignment of contract by us	Section 12.1	No restriction on our right to assign.
k. "Transfer" by you- definition	Section 12.2	You need our prior written consent to transfer of your Franchise Agreement, assets, or stock or ownership interests. Transfers include granting a security interest in or otherwise encumbering those items.
1. Our approval of transfer by you	Section 12.2	We have the right to approve all transfers, but will not unreasonably withhold approval
m. Conditions for our approval of transfer	Section 12.2	The conditions include: transfer fee of $7,000 paid, new franchisee/transferee satisfactorily completes training, you sign release and settle all accounts with us and trade creditors, no default exists under the current agreement, and bulk-sales laws complied with and updating/refurbishing of your Restaurant to our then current standards.
n. Our right of first refusal to acquire your business	Section 12.8	We can match any offer for an interest in the Franchise Agreement or your Restaurant assets, or stock within 30 days of receiving notice of the offer.
o. Our option to purchase your business	Section 10.6	We have the option to purchase your equipment, fixtures, and other assets when your franchise expires or terminates. ■ ■
p. Your death or disability	Section 12.4	Within six months of the death of any of the following individuals, that individual's estate must transfer his or her interests in your Restaurant (or shares of any corporate owner) or in the Franchise Agreement in accordance with the terms of ARTICLE 12: i. any individual who holds a 25% or greater voting or ownership interest in your Restaurant (or a 25% share of any corporation); or ii. any individual who is the Franchisee.
q. Non-competition covenants during the term of the franchise	Sections 11.2, and 11.3	No involvement in any restaurant business or retail food outlet that specializes in the sale of Japanese or other oriental-style food or that we reasonably consider similar in nature, style or otherwise to any SUTEKI EXPRESS restaurant or the SUTEKI EXPRESS Restaurant System or to any restaurant system operated or franchised by us or any of our affiliates.
r. Non-competition covenants after the franchise is terminated or expires	Sections 11.4 and 11.5	For 18 months after termination or expiration of the Franchise Agreement, no involvement in any restaurant business or retail food outlet whose sales involve Japanese or other oriental-style food or any other products or services that we reasonable believe to be similar to the SUTEKI EXPRESS Restaurant (whether franchisee- or company-owned) or the System and which is located within 3 miles of the exterior boundaries of any building in which (i) the Premises are located or (ii) any premises at which any restaurant or outlet utilizing the SUTEKI EXPRESS Restaurant System is being operated, or is being constructed or under contract to be constructed, as of the date of the expiration or termination of your Franchise Agreement.

082805 29

4720045.4 UFOC-SUTEKI EXPRESS

PROVISION	SECTION IN FRANCHISE AGREEMENT	SUMMARY
s. Modification of the agreement	Sections 2.4, 17.2, and 17.3,	Amendments only effective if in writing; but we may change the SUTEKI EXPRESS Restaurant System, including the Operating Manuals.
t. Integration/merger clause	Section 17.8	Only the terms of the Franchise Agreement are binding (subject to state law). Any other promises may not be enforceable.
u. Dispute resolution by arbitration	none	There is no requirement to arbitrate disputes but you must attempt mediation of most disputes before commencing any action. See section 14.
v. Choice of forum	none
w. Choice of law	none

Area Development Agreement

PROVISION	SECTION IN AREA DEVELOPMENT AGREEMENT	SUMMARY
a. Term of Development Rights	Section 1 and Attachment A	Your term depends on the number of SUTEKI EXPRESS Restaurants you will develop and ends on the date on which the final restaurant must be opened.
b. Renewal or extension of the term.	n/a
c. Requirements for you to renew or extend	n/a
d. Termination by you	n/a
e. Termination by us without cause	n/a
f. Termination by us with cause	Section 7	We may terminate the Area Development Agreement for cause. In certain cases you will be given time to cure the default constituting cause; in other cases we may terminate the Area Development Agreement immediately without giving you an opportunity to cure.
g. "Cause" defined- defaults which can be cured	Section 7.2	All other defaults not specified in section 7.1 of the Area Development Agreement.
h. "Cause" defined- defaults which cannot be cured	Section 7.1	Bankruptcy, non-compliance with Development Schedule, termination of other agreements because of breach; non-approved transfer; and others; see sections 7.1.1-7.1.9. Termination on Bankruptcy may not be enforceable under federal bankruptcy law 11, U.S.C. Section 101 etseq.
i. Your obligations on termination/non-renewal	Section 8	You may not establish or operate any Restaurant for which you have not executed a franchise agreement; resell existing restaurants to us at our request; return materials; and others.
j. Assignment of contract by us	Section 6.1	There are no limits on our assignment rights.
k. Transfer" by you- definition	Section 6.2	Assignment of all or any part of your rights and/or obligations under the Area Development Agreement
I. Our approval of transfer by you	Section 6.2	We have the right to approve transfers.
m. Conditions for our approval of transfer	Section 6.3	We have the absolute right in our discretion to refuse to approve any transfer.
n. Our right of first refusal to purchase your business	Section 6.3 6.4	We can refuse to approve any transfer. We can match any offer for your business made in a Bankruptcy proceeding.

4720045.4 UFOC-SUTEKI EXPRESS

082805

PROVISION	SECTION IN AREA DEVELOPMENT AGREEMENT	SUMMARY
o. Our option to purchase your business	Section 8.3	We can purchase your interest in any or all of your Restaurants and terminate your existing Franchise Agreements if the Area Development Agreement is terminated because of a default by you.
p. Your death or disability	n/a
q. Non-competition covenants during the term of the Area Development Agreement	Section 5.2	Includes a prohibition on engaging in any other restaurant or retail food outlet whose sales involve Japanese or oriental-styie food or any other products or services that are deemed by us to be similar to a Restaurant or to the SUTEKI EXPRESS System.
r. Non-competition covenants after the Area Development Agreement is terminated or expires	Section 5.3	includes a one year prohibition on your engaging in any business any other restaurant or retail food outlet whose sales involve Japanese or oriental-style food or any other products or services that are deemed by us to be similar to a Restaurant or to the SUTEKI EXPRESS System and which is located either within the Development Area or within 3 miles from any other Restaurant which is in operation as of the date that your Area Development Agreement terminates or expires .
s. Modification of the agreement	Section 11.1	Must be in writing signed by both parties
t Integration/merger clause	Section 11.1	Only the terms of the Area Development Agreement are binding.
u. Dispute resolution by Arbitration or Mediation	12.2	There is no provision for Arbitration; however, the parties must attempt Mediation before filing of a legal complaint or commencing litigation.
v. Choice of forum	none
w. Choice of law	none

The following states have statutes which may supersede the Franchise Agreement or Area Development Agreement in your relationship with us, including the areas of termination and renewal of your Franchise: ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Section 42-133e et seq.], DELAWARE [Code, tit.], HAWAII [Rev. Stat. Section 482E-1], ILLINOIS [815 ILCS Sections 705/1-44], INDIANA [Stat. Section 23-2-2.7], IOWA [Code Section 523H.1-523H.17], MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat. Section 80C.14], MISSISSIPPI [Code Section 75-24-51], MISSOURI [Stat. Section 407.400], NEBRASKA [Rev. Stat. Section 87-401], NEW JERSEY [Stat. Section 56:10-1], SOUTH DAKOTA [Codified Laws Section 37-5A-51], VIRGINIA [Code 13.1-557-574-13.1-564], WASHINGTON [Code Section 19.100.180], and WISCONSIN [Stat. Section 135.03]. These and other states may have court decisions that may supersede the Franchise Agreement or Area Development Agreement in your relationship with us, including the areas of termination and renewal of your franchise.

The following states have statutes which limit our ability to restrict your activity after the Franchise Agreement or Area Development Agreement has ended: California Business and Professional Code Section 16,600, Florida Statutes Section 542.33, Michigan Compiled Laws Section 445.771 et seq., Montana Codes Section 30-14-201, North Dakota Century Code Section 9-08-06, Oklahoma Statutes Section 15-217-19, Washington Code Section 19.86.030. Other states have court decisions limiting our ability to restrict your activity after the Franchise Agreement or Area Development Agreement has ended.

A provision in the Franchise Agreement or Area Development Agreement which terminates the Franchise upon your bankruptcy may be unenforceable under Title 11, United States Code Section 101.

The following states have statutes which restrict or prohibit the imposition of liquidated damage provisions: California [Civil Code Section 1671], Indiana [1C 23-2-2.71-1(10)], Minnesota [Rule 2860.4400J], South Dakota [Civil Law 53-9-5]. Some state courts also restrict the imposition of liquidated

4720045.4 UFOC-SUTEKI EXPRESS

082805

damages. The imposition of liquidated damages may also be restricted by fair practice laws, contract law, and state and federal court decisions.

Item 18. Public Figures

We and our affiliates do not use any public figure to promote our franchise.

Item 19. Earnings Claims

The following table presents selected financial performance results for the first 2 months of operation of the prototype restaurant for the SUTEKJ EXPRESS restaurant system which is located at the Arden Fair Mall in Sacramento, California:

Gross Sales	$89,866
Selected Costs:		Percentage of
	Amount	Gross Sales
Cost of Sales:
Food and Beverage	$20,087	22.35%
Paper	$ 3,198	3.56%
Total Cost of Sales	$23,285	25.91%
Crew Labor and Benefits	$19,970	22.02%
Insurance	$ 850	0.95%
Utilities	$ 2,699	3.00%
Maintenance and Repairs	$ 164	0.18%
Telephone, Office Supplies and	$ 498	0.55%
Laundry
Total of Selected Costs	$47,286	52.62%

Income After Deducting Selected Costs and Before Deducting Other Fixed and Non-Fixed Costs

$42,580

47.38%

Notes:

1. The restaurant originally operated at its current location from November 19, 2001 to

April 24, 2005. It reopened on May 20, 2005 after completion of extensive renovations designed to reflect the SUTEKI EXPRESS restaurant concept, including the introduction of several new menu items. This restaurant, although using the SUTEKJ EXPRESS system, still does business under its former name of Oishii Kitchen.

2. The results appearing in the table do not reflect a brand new restaurant operation, as would be the case for many franchisees, since the restaurant had previously operated at that same location under a different system; therefore, some sales may have resulted from existing customers who returned to the restaurant after its one month closure. The restaurant's gross sales

4720045.4 UFOC-SUTEK1 EXPRESS

082805

for the 2 month period immediately preceding its closure in April, 2005, were $71,879, or 20% less than the gross sales achieved during the two month period after the restaurant reopened using the SUTEK1 EXPRESS system.

3. The results set forth in the table reflect only 2 months of operations under the SUTEKJ EXPRESS concept. The results from this short time frame may not be an accurate reflection of long-term results.

4. The information presented in the table is specific to our one prototype restaurant, and should not be considered as the actual or potential sales, income, costs, or profits that will be realized by restaurants at any other location. Results vary from restaurant to restaurant, and we cannot estimate the results of any specific restaurant. We do not represent, warrant, or otherwise guarantee that any franchisee can expect to attain comparable results. A new franchisee's individual restaurant results are likely to differ from the results stated in the table.

5. This table does not include other expenses which all franchisees will incur, such as debt service, taxes, depreciation and amortization, franchisee-specific expenses such as royalties, occupancy costs, investor draws and distributions, and others. The Crew Labor and Benefits entry also excludes the manager's salary and benefits. You are strongly encouraged to consult with your own financial advisors in reviewing this table and, in particular, in estimating your sales as well as the categories and amounts of expenses (including those included as well as omitted from the table) that you will incur in operating your own SUTEKJ EXPRESS restaurant.

6. The Crew Labor and Benefits Cost expressed in the table is premised on regular operations after completion of the initial opening phase. The actual crew labor and benefits costs incurred during the 2 month period reflected in the table were $8,000 higher than the amount shown in the table due to additional crew labor and benefits associated with a new store opening. A Franchisee should anticipate similar additional costs during his/her initial two month period.

7. This table was prepared from data compiled in the ordinary course of business by the restaurant's employees. The results are unaudited.

8. Franchised SUTEKI EXPRESS restaurants will operate under the same system and with similar operating procedures and requirements as the restaurant whose results appear in this table.

9. Substantiation for the data used in preparing the table will be made available to you upon reasonable request.

10. Except for the information contained in this offering circular, we do not furnish or authorize our salespersons to furnish any oral or written information concerning the actual, average, projected, or forecasted sales, costs, income, profits, or cash flow of any restaurant. We recommend that you make your own independent investigation about your restaurant's potential financial performance, and that you consult with your attorney and other advisors before signing a Franchise Agreement.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Item 20.

List of Outlets

FRANCHISED STORE STATUS SUMMARY

We were organized in August 2004 and began selling SUTEKI EXPRESS franchises in August 2005. As of the date of this offering circular we do not have, and have never had, any SUTEKI EXPRESS franchisees or area developers.

STATE

TRANSFERS

CANCELLED OR TERMINATED

NOT

RENEWED

REACQUIRED BY FRANCHISOR

LEFT THE SYSTEM (OTHER)

TOTAL FROM LEFT COLUMNS

FRANCHISES

OPERATING AT

YEAR END

TOTALS

0/0/0

STATUS OF COMPANY OWNED STORES

As of the date of this offering circular we do not have, and have never had, any company-owned SUTEKI EXPRESS restaurants. As indicated in Item 1 of this offering circular, our affiliate, Oishii Kitchen Restaurants Inc., operates a prototype SUTEKI EXPRESS restaurant in Sacramento, California under the name "Oishii Kitchen."

STATE

STORES CLOSED OR

SOLD TO FRANCHISEES

DURING YEAR

STORES OPENED DURING YEAR

TOTAL STORES OPERATIONS AT YEAR-END

TOTALS

0/0/0

PROJECTED OPENINGS TO AUGUST 31, 2006

State	Franchise Agreements to be Siqned	Franchised Restaurants to be Opened	Company-Owned Restaurants to be Opened
California	2	1	0
Florida	1	0	0
Illinois	1	1	0
Maryland	1	0	0
Minnesota	1	0	0
New York	2	1	0
Texas	1	0	0
Virginia	1	1	0
Washington	1	1	0
TOTALS	11	5	0

Item 21. Financial Statements

Attached as Exhibit B is Manchu Wok Franchising USA Inc.'s opening balance sheet as of May 2, 2005 and its unaudited financial statements for the period ended August 28, 2005.

4720045.4 UFOC-SUTEKI EXPRESS

082805

Item 22. Contracts

The following agreements are attached to this offering circular:

Franchise Agreement Exhibit C

Sublease Agreement Exhibit D

Area Development Agreement Exhibit E

Item 23. Receipt

Attached as the final pages of the offering circular are two copies of Exhibit H, which is the document acknowledging receipt of the offering circular by the prospective Franchisee and/or Developer.

4720045.4 UFOC-SUTEKI EXPRESS

082805

The Free Franchise Resource Center

UFOC

Sample UFOC