ACQUISITION ANALYSIS

Most restaurant businesses undergoing a transfer of ownership or restructuring are "in play" because they are perceived to be underperforming their true potentials. Almost every transaction involved prospective new owners who expect, and typically pledge in their business plan, submission to lenders, increased sales and improved cash flow relative to current observable levels. Often such improved financial performance is essential in order to make the numbers work, that is, to service new debt and to reward equity investment. Obviously, the principal parties should fully understand the marketplace, the competition, the consuming public and the concept.

Fessel International's consulting capabilities provide lender institutions, buyers or sellers objective, factual assessments of the true potential for future success of a restaurant company. We are experts in the restaurant business who can provide the ideal analytical complement to the financially trained staffs of commercial lenders, SM&A specialists and investment bankers. We can identify the actual problems that inhibit maximum performance (and valuation) and facilitate the development of strategies and tactics necessary to dramatically improve a restaurant business.

In the area of sales/acquisitions, we can potentially benefit any of the principal parties to the transaction.

FOR LENDERS Evaluation of industry and marketplace trends that may impact the future

prospects ofa company to help the lender minimize risk;

Evaluation of (new) management's business plan to help minimize the risk of loandefault;

Identification of strategic priorities in order to maximize returns for equity investors.

FOR SELLERS Business analysis to identify strategies and tactics that will maximize

valuation; Assistance in preparation and presentation of the business history to

maximize value,increase the likelihood of the buyer obtaining funding and generate maximum buyerinterest.

FOR BUYERS

Analysis of industry trends, concept viability, and specific business practices andopportunities to identify unrealized potentials;

Assistance in the preparation and presentation of a business plan to maximize thelikelihood of obtaining funding;

Ongoing consultation for business improvement.

BRAND CONCEPT DEVELOPMENT AND ANALYSIS

Brand placement in the noncommercial market is a recent trend and is still experiencing growing pains. There are a number of issues in brand selection and placement that, if not effectively addressed, can lead to disastrous results.

Brand Concept Development Analysis (BCDA) is Fessel International's exclusive process for Noncommercial Food Service development. It is designed to put you in control of the "branding" trend by providing you with a strategic plan for the introduction of commercial Food Service operations.

Brand Concept Development Analysis (BCDA) is designed to answer:

How Can I Maximize My Full Market Potential With Brands? License Versus Franchise Agreements; Who Should Operate A Brand, You or the Brand Operator? What Brand Mix Should I Have? How Do I Get The Best Deal? What Is My Growth And Profit Potential? What Effect Will My Decision Have On Current Business? What Steps Should I Follow In Developing A Brand Strategy? How Will Branding Improve Financial Performance? How Do I Determine and Interpret My Customers’ Brand Preferences?

Fessel International will conduct a complete Analysis of your Food Service needs including: Market Analysis, Customer Preference Surveys, Financial Performance Analysis, Eating and Traffic Patterns, Capture Rates and Facility Design Review. Within a few weeks we present to you our Top Line findings that outline your department's opportunities for improving financial performance and customer satisfaction.

The second phase involves the development of a detailed Master Plan that lays out an Implementation Strategy for Branding. The Master Plan provides guidelines for Brand Development with a detailed Market Potential Study, Financial and Cost Benefit Analysis, Transaction Requirements, Suggested Products, Self Operating vs. Leasing and suggests brand companies requested by your customers. Fessel International's consultants also conduct preliminary discussions with Brands to determine interest and fit.

The length of a Brand Concept Development Analysis will vary according to the size and scope of each project. Fessel International will provide you with a complete project outline and timetable based on your needs.

CHAIN OPERATOR NONCOMMERCIAL DEVELOPMENT

The Fessel International noncommercial team will assist you in packaging your company and products for marketing and selling to this annual $660 billion dollar Food Service market.

SEGMENTS

COLLEGE / UNIVERSITY BUSINESS AND INDUSTRY SCHOOL LUNCH PROGRAMS HOSPITALS STATE AND NATIONAL PARKS CORRECTIONS SUPERMARKETS CONVENIENCE STORES

PACKAGING

MARKET DEFINITION AND ANALYSIS CONTRACT COMPANIES SELF-OP

BRAND BROCHURE COPY ECONOMICS ENTRY STRATEGY DESIGN RENDERINGS

KIOSK TOWER

LICENSE VS. FRANCHISE FEE CONSIDERATION

KIOSK TOWER

Fessel has substantial experience in this market and understands the methodology necessary for a professional entrance strategy.

CONCEPT DEVELOPMENT & DESIGN

Concept Development and Design at Fessel International are both creative processes and methodical programs of events that will yield the best product possible. Our team has created hundreds of restaurants using this approach.

Our brainstorming sessions probe every avenue to produce their highest level of experience for your guests. We then integrate these elements into:

SITE SELECTION

DESIGN

FUNCTIONAL LAYOUTS

MENU & RECIPES

GRAPHIC DESIGN

TRAINING MATERIALS

MANAGEMENT SYSTEMS

BUSINESS PLANS

We handle each of these areas with a systematic approach, which yields the best concept from a guest experience standpoint as well as obtaining optimum business viability.

Each phase of our concept development can be pre-tested with potential customers. Our marketing research will assist in refining the concept to ensure that the best end product is achieved.

A Fessel International concept is a creative product anchored in sound business principles.

CONFIDENTIAL STRATEGIC BUSINESS AUDITS

Fessel International's strategic audit is a methodical approach to business analysis and planning. Within two weeks, during which the owner/manager will have to be involved less than 15 hours, the Fessel International professionals will:

A. Thoroughly review your restaurant through an on-site visit;

B. Analyze all financial information against industry norms, noting trends and areas of opportunity;

C. Provide a detailed review of your programs and procedures in the areas of: MENU MARKETING & POSITIONING PRICING & PURCHASING EFFICIENCY & ADMINISTRATION STAFFING & TRAINING CONTROLS FACILITY

This analysis will be followed by a strategy session with yourself and those members of your staff that you designate. This session is best when a minimum of four client participants are involved. It will be a dynamic, thought-provoking workshop that will result in your strategic goals for the year.

Your goals will be formalized into a workplan detailing responsibilities, timetables and the financial objectives of each goal.

When Fessel International has completed the work, you will have: A list of prime opportunities within your operation. Solid objectives for business improvement, growth and cost control. A plan for achievement of your new goals, including the responsible

parties for each.

In summary, you will have a plan for higher standards of excellence and greater profits.

CONFIDENTIAL STRATEGIC BUSINESS AUDITS - HOTELS

Fessel International's Hotel Strategic Audit is a methodical approach to business analysis and planning. Our hotel Strategic Audit Program will focus on all operating departments within a Hotel operation. Within two weeks, during which the owner/manager will have to be involved less than 15 hours, the Fessel International professionals will:

A. Thoroughly review your hotel operations based on on-site evaluations;

B. Analyze all financial information against industry norms, noting trends and areas of opportunity;

C. Provide a detailed review of your programs and procedures in the areas of: MARKETING & POSITIONING MERCHANDISING FRONT DESK OPERATIONS GUEST ROOMS RESERVATIONS PHONE SYSTEMS HOUSEKEEPING LAUNDRY RECREATION GUEST RELATIONS FOOD & BEVERAGE CONTROLS M.I.S. MANAGEMENT SYSTEMS ADMINISTRATION PURCHASING TRAINING & DEVELOPMENT MAINTENANCE FIRE, HEALTH & SAFETY

This analysis will be followed by a strategy session with yourself and those members of your staff that you designate. This session is best when a minimum of four client participants are involved. It will be a dynamic, thought-provoking workshop that will result in your strategic goals for the year.

Your goals will be formalized into a workplan detailing responsibilities, timetables and the financial objectives of each goal.

When Fessel International has completed its work, you will have: A list of prime opportunities within your operation; Solid objectives for business improvement, growth and cost control; A plan for achievement of your new goals, including the responsible parties

for each.

In summary, you will have a plan for higher standards of excellence and greater profits.

INTERNATIONAL DEVELOPMENT

Fessel International is an ideal resource for business studies related to international expansion. Many Food Service companies are now looking to foreign countries as major markets for potential expansion.

The open economy of Mexico, substantial markets in many Pacific Rim countries, the economic unification activities of the European community, and the emergence of Eastern European countries from socialist state domination are making these areas of the world all interesting targets for development. However, the costs of entry to any one or more of these newly emerging markets can be exceptionally high for companies without an established local base of resources.

Because of our long-standing base of operations in North America, Europe, and Asia, Fessel International is ideally positioned to assist you in market analysis, consumer research, business planning and actual development of foreign markets. We have extensive sources for the key information you will need to evaluate and plan your international strategies. We have the ability to carry out your project with a disciplined "Americanized" approach to research and planning, together with experienced sensitivity to unique market characteristics.

Among the types of services we can offer:

Review of political and legal restrictions related to foreign investment and operationalpractices;

Delineation of business cost differentials; Industry market structures; Sourcing of joint venture/acquisition candidates; Analyses of the labor markets; Strategic analysis of the consumer market in terms of composition,

purchase behaviors and attitudes; Custom research pertaining to the viability of your specific concept and the

identification of required modifications in order to accommodate local cultural habits and biases.

MASTER PLANS FOR FOOD SERVICE

Fessel International has completed a number of Food Service Master Plans for major development projects. On projects of this type, we are able to provide restaurant expertise across a range of functional areas to developers for whom well planned Food Service operations represent an important component of a larger, multiple use project. We have recently prepared Master Food Service Plans for a variety of business environments that have included:

MAJOR REGIONAL MALLS

THEME PARKS

TOURIST AQUARIUM

AIRPORT TERMINALS

PUBLIC ATTRACTIONS

URBAN MIXED USE DEVELOPMENTS

COLLEGES AND UNIVERSITIES

MAJOR BUSINESS AND INDUSTRY OPERATIONS

HOTEL-CASINOS

The scope of these projects have ranged from concept development and design of a single Food and Beverage operation to a project that includes over 60 individual restaurant operations under one roof.

Our contributions in the area of master planning typically begin with a thorough market analysis and calculation of overall capacity requirements and progress through the allocation of that capacity across various food types, service modes and price ranges. We address the functions and character of the overall business environment as well as the needs of the consumer base to be served. Our conceptual recommendations will strike an appropriate balance between reflecting the ethnic and culinary character of the area and providing unique interest values that will stimulate patronage by local residents.

When desired, we will create and detail unique restaurant concepts to be operated by the developer or under management contract. In other settings, we will identify an optimized tenant mix to be used as a target-leasing plan to bring in established operators. Under either format, a Fessel International Master Food Service Plan will ideally situate the restaurants within the larger project.

Even beyond the specification of concepts, facility and operating plans, we can provide guidelines related to all manner of support services from delivery, storage and trash removal considerations through pertinent regulatory issues and the development of grand opening and special event marketing programs.

MARKETING PROGRAM DEVELOPMENTFessel International assists restaurant companies, both independents and chains, in the development of marketing, strategies and programs.

GRAND OPENINGS SPONSORSHIPS IN-RESTAURANT MERCHANDISING PROMOTIONS STRATEGIC REPOSITIONING THEMED EVENTS NEW PRODUCT INTRODUCTIONS COMMUNICATION & MEDIA STRATEGIES DIRECT MAIL PROGRAMS

Many of our clients are large enough to have retained the ongoing support of an advertising agency and in those circumstances we work cooperatively with the agency as an effective strategic complement to their abilities in the areas of copy, production and media.

Others among our client base, because of company size or internalized staff service groups, carry out their marketing activities without benefit of an outside agency. For these clients, our marketing services can include assistance with program implementation as well as development. We can also provide referrals to advertising service specialists or assist you in structuring an agency review or selection process.

Our potential contributions to your marketing efforts occur principally in the identification of high opportunity marketing strategies and in the conceptual development of concrete programs. We work with you to determine what types of marketing efforts will substantially increase the sales and profits of your operations well in excess of the costs of the programs.

In a typical assignment, we will answer the questions that will prove crucial to the success or failure of your marketing activities:

Can you afford to market your business? Can you afford not to? Where do your strongest potentials for sales improvements lie? What are your unique strengths relative to competitors on which your

marketingmessages should focus?

How can you affordably increase awareness of your restaurant(s)? How can you most effectively generate initial trial and convert the greatest

number ofusers into regular customers?

What should be your principal audience for your marketing efforts and to which specialsegments of the overall consumer market should you target specific programs?

What media are and are not practical for your utilization?

What locational factors contribute to the performance of your more successful units?

From the answers, we then work with you to develop the objectives, budgets and specific programs.

MARKETING RESEARCH STUDIES

Fessel International specializes in all aspects of restaurant marketing research consultation. The value to you is in helping you to identify and carry out the right research activities as part of a strategic program to accomplish your objectives without expert guidance. We can assist you in any of the following areas:

SERVICE SYSTEMS CONSUMER BEHAVIOR NEW CONCEPTS CONSUMER ATTITUDES FEASIBILITY STUDIES PRODUCTIVITY & SERVICE STUDIES INDUSTRY INFORMATION REVIEWS ADVERTISING & PROMOTION TESTING MENU DEVELOPMENT MEDIA NEW PRODUCTS DESIGN EVALUATION PRICING SITE SELECTION MODELS SALES ANALYSIS COMPETITIVE POSITIONING TRADE AREA/SOURCE OF BUSINESS SURVEYS BRAND MAPPING SHOPPER'S SURVEY PROGRAMS UNIQUE ISSUES

Good research will tell you things that you do not already know and will lead to concrete recommendations on what to do differently based on the information developed in order to improve your business. The philosophy of actionability has to be built into the research project from the very beginning. The project leader must thoroughly understand both the science of marketing research and the business of Food Service.

This represents the unique aspect of our services in the area of research studies. We do the study design, questionnaires, methodology development, analysis plan and recommendations to make sure your research expenditures produce actionable, relevant information.

Fessel International is equally adept in both quantitative (survey) research and qualitative (focus group/ in-depth) studies. We have an extensive national and international network of top quality suppliers providing executional services including interviewing, coding, data entry, tabulation and recruitment of focus groups. We are experienced users of all restaurant industry data sources and maintain extensive databases of our own.

Most of our assignments are for restaurant companies seeking improvements in sales and profits through new concepts, new programs and/or new products. Our clients may also use us to develop their on-going systems of Marketing Research and Product Development.

MENU & PRODUCT DEVELOPMENT

More than any other single element of the business, our staff understands food. It's the common denominator that links all of our individual experience bases. Therefore, it is hardly surprising that the menu variety and specific products of our clients are the focus of so much of our work. Our capabilities in the menu and product development area include the following types of assignments:

CREATION OF NEW CONCEPT MENUS PRICING ANALYSIS & STRATEGY STRATEGIC MENU ANALYSIS CONSUMER RESEARCH ON PRODUCTS MENU EXPANSION/REPOSITIONING COMPETITOR PRODUCT STUDIES DEVELOPMENT OF DAYPART PROGRAMS NEW PRODUCT MARKETING PROGRAMS VALUE ENGINEERING FOOD COST REDUCTION PLANS NEW PRODUCT TEST KITCHEN WORK DEVELOPMENT OF ONGOING R&D SYSTEMS

Fessel International assists our clients in the menu and product areas at several levels. We develop entire menus for new concepts. We work with operators to revise or expand menu offerings in fulfillment of strategic business goals. These goals may relate to improved daypart utilization, customer base expansion, improved occasion appropriateness, frequency building and/or increases in the average check. We also do product improvement and value engineering programs.

In all of our menu and product work, we operate on the principles of being both industry-wise and consumer-driven. New product introductions have been one of the most effective business building strategies in the restaurant industry.

For all the success stories related to menu expansion and new products, there appears to be an equal number of failure stories of restaurants and/or chains that have lost sight of their original success formulas. Our consulting approach assists clients in making business improvements without making false steps.

Our orientation to menu development emphasizes the objectives of quality, consistency, simplicity and profitability. Toward these ends we apply creativity as well as discipline to the process of planning, development, testing and implementation of new menu items.

BRAND DEVELOPMENTFOR ALTERNATIVE DISTRIBUTION

The Fessel International noncommercial team will assist you in positioning your company's products for the $66 billion dollar annual U.S. noncommercial market. Noncommercial Food Service operators are increasingly turning to established branded products to improve service and profits. The following list represents the hottest prospects for Alternative Distribution:

COLLEGE / UNIVERSITY BUSINESS AND INDUSTRY SCHOOL LUNCH PROGRAMS HOSPITALS STATE AND NATIONAL PARKS CORRECTIONS SUPERMARKETS CONVENIENCE STORES

As a leader in Noncommercial Food Service planning, we understand the dynamics and methodology necessary for successful market entry. Our broad experience in the hospitality industry will provide you the expertise necessary to adapt your Products and Marketing Plan for the noncommercial market. Fessel International's Alternative Distribution program provides services such as:

MEASURING GROWTH POTENTIAL BY MARKET SEGMENT DEVELOPING MARKET ENTRY STRATEGIES MENU AND PRODUCT DESIGN FACILITY AND SYSTEM DESIGN FRANCHISE AND LICENSING AGREEMENT ADAPTATION PROMULGATION IN NONCOMMERCIAL MARKET MEDIA FAST TRACKING, INTRODUCTIONS TO DECISION MAKERS

Our team of noncommercial branding and design experts will assist you in refocusing your offering to this new market.

OPERATIONAL ANALYSIS

Fessel International provides an in-depth method of analyzing your operation. We have developed a proven program of guidelines which probe into all areas of your business. We consider your customers, your employees and all working systems in your operations and report back to you in detail on each aspect. Among the areas we will cover will be:

SERVICE SYSTEMS

RECIPES & FOOD PRESENTATION

MENU VARIETY

MARKETING PROGRAMS

PURCHASING & RECEIVING

FINANCIAL CONTROLS

EMPLOYEE MOTIVATION

RESTAURANT POSITIONING

SEATING EFFICIENCY

GROWTH OPPORTUNITIES

DAYPART OPTIMIZATION

MANAGEMENT SKILLS

When we complete our work, you will be fully informed of the current status of your operation and have achievable plans for improvement in all critical areas.

Through our consumer research programs, we can also ascertain the current position of your restaurant through the eyes of your customers and potential customers. Our inside-out and outside-in approaches will yield an aggressive, goal-oriented path toward excellence.

RFP FULFILLMENT PROCEDURE

RFP DOCUMENTSubmit document at least five weeks before due date. Shorter time frames may be accommodated with prior discussion and agreement.

POINT PERSONSubmit point person in the organization with whom we will interface during the preparation.

CONTACT PERSONSSubmit names of functional department persons from whom we may need to gather information:

MARKETING

ARCHITECTURAL

CONSTRUCTION

OPERATIONS

ACCOUNTING

FINANCE

HUMAN RESOURCES

HEALTH AND SANITATION

PREPARATION PHASEWithin five days, Fessel International shall submit a list of information needed to functional department persons for completion of the document. A copy of these requests will be sent to the point person for their follow-up. This documentation should be returned to Fessel International within one week prior to the preparation of the RFP response.

DOCUMENT DRAFTA draft copy of the document will be provided to the point person one week or longer before its due date. Necessary changes will be provided within 48 hours of receipt of the draft copy of the RFP Response.

FINAL COPYFollowing corrections, the RFP response document will be produced in quantities required and expedited to the office responsible for the RFP.

SITE SELECTION SYSTEMS

Fessel International can assist you in establishing a formalized system of expansion planning and site screening. If your company is an established chain, we can prepare a statistically based model of location specific sales potential. In this process we will evaluate the following:

What locational factors contribute to the performance of your more successful units?

How can your development staff quickly and inexpensively identify new sites with an extremely high likelihood of generating sales comparable to your best existing operations?

How can you recognize the danger signals and avoid (in the future) those sites which share the crucial characteristics of your problem units?

On a market level, we can help you address such issues to which new markets offer the highest potential for your concept and how to distribute multiple locations within a market to capture maximum sales and efficiencies.

We can also provide counsel regarding non-traditional locational possibilities that can increase your market penetration and provide unusually strong visibility and leverage to your overall operations.

For independent restaurant operators or emerging chains, Fessel International can provide expert counsel on site selection and market development. Even though you may not yet have the base of existing units from which to construct your own statistical business model, we can advise you of key indicators of success and potential failure.

Through the use of Fessel International techniques, you can dramatically reduce the risk of committing to a potential problem location. This is especially critical during the early stages of company expansion when a single, costly location mistake can be least tolerated.

TRAINING & COMMUNICATIONS

Fessel International training programs are communication programs. They are designed to meet your strategic objectives and enhance your corporate culture, as well as improve the skills and attitude of your employees.

Our programs have a solid foundation in training manuals, train-the-trainer sessions and structured timetables for training. The effective use of these tools is what differentiates our training from others.

We bring training materials to life by introducing daily training and communications into your operations.

Fessel International's Permanent Instruction program is designed to provide you with a full training concept for your operations. We can also analyze your current training system and add the supplemental components required, bringing your training to life.

Some of the components we can provide are:

COMPLETE TRAINING MANUALS

PERSONNEL AND ADMINISTRATIVE MANUALS

ORGANIZATIONAL PLANNING

TRAINING CONCEPTS

PERMANENT INSTRUCTION PROGRAM

Fessel International's Training and Communication programs are specially designed by restaurant and hotel professionals. They consider all working aspects of the business when custom designing programs that will bring higher standards of excellence to your operations.

VENDING SERVICES

Fessel International provides complete evaluation services for our clients. We have developed an exclusive, comprehensive Vending Evaluation program providing our clients with detailed recommendations on improving their automatic merchandising program. Among the areas we cover in an evaluation are:

SERVICE PERFORMANCE

MAINTENANCE PROGRAM

COMMUNICATIONS

VENDOR SUPERVISION AND MANAGEMENT SUPPORT

REFUND SYSTEM

EQUIPMENT ANALYSIS

MENU AND MERCHANDISING

PRICING STRUCTURE

VENDOR ACCOUNTABILITY

VENDING REVENUE AND SALES ANALYSIS

RFP ADMINISTRATION (WHERE APPLICABLE)

Upon submission and review of our Vending Evaluation report, you will have a comprehensive summary of our findings and recommendations for improvements.

Our services also include development of Request For Proposal documents where the client is ready to seek competitive bids. We have improved the quality of the Vending Program for clients and the revenue derived from the Vending Services through the proper development and administration of the RFP.