February 2009

1. BC Franchising Consultants Business Broker Franchise Opportunity February 2009 Copy supplied to client by BC Franchising Consultants for information purposes only and not to be used for any other commercial gain CONFIDENTIAL DRAFT

2. Summary Executive Summary – BC Franchising Consultants • BC Franchising Consultants is a specialist consultancy aimed at providing the franchising industry with a thorough and diverse set of professional services and skills. • With our extensive experience in the field of successful franchise development, we are able to offer our clients advice and assistance with every aspect of the franchising process. From the initial finding of franchisees and suitable sites through to business and financial assessment, concept development and marketing and advertising, we pride ourselves on supplying a comprehensive and unique service. • Billy Constantinou is the owner of BC Franchising Consultants and with more than 35 years of experience in the food and franchising industries he brings to the table a level of understanding and knowledge that is vital to ensuring the success of a franchise venture. Niel Stanford and Andrew Morfou are the Western Cape and Gauteng representatives respectively. • We are offering potential Franchisees to capitalise on the unbelievable opportunity to own your own region and to join a market leader with the most progressive group within its field. We are offering the perspective Franchisee to become part of a group that believes in “Honesty and Integrity”. • BC Franchising Consultants offer a comitment of an initial introductory service and on-going assistance to maximise the profitability in a regional franchise. • The Franchisee will enter into a Franchise Agreement with the Franchisor and there is a joining fee and a monthly royalty payable.

3. Restaurant Brands BC Franchising Consultants • In BC Franchising Consultant’s relatively short time in the franchising consultancy arena we have had marked success in securing a number of the top franchises as clients. While there was never doubt that our comprehensive skill set and service offering would be welcomed in the industry, the amount of interest generated and the number of top level companies now utilising our services has been remarkable. Just by looking at the list of brands currently registered as clients one is able to see how respected the company is in the restaurant industry and what lies ahead… • Our clients include: • ■ RJ’s Steakhouse ■ KEG Pub & Restaurant • ■ Mc Ginty’s Traditional Irish Pub ■ Bimbo’s • ■ Saddles Steak Ranches ■ Piatto Mediterranean Kitchen • ■ Circus Circus café ■ Centre Court • ■ Pantsula Bites ■ News Café • ■ Coffeeberry Café ■ Butcher Block Restaurant • ■The Bangkok Wok ■ Mochachos Chicken Villages • ■Skippers ■ Milky Lane • ■Juicy Lucy ■ Chicken King • ■Q.ba Caffé Cocktail Lounge ■ caffé Sociale

4. Restaurant Brokerage Services BC Franchising Consultants • BC Franchising Consultants is a specialist restaurant brokerage that started in October 2007 to fulfill a need in the restaurant and hospitality industry. With vast experience in restaurants, from Franchisor to Franchisee to independent restaurateur, our advice is based from experience and knowledge of the restaurant industry. Our team also has extensive knowledge for increased assistance in financials applications and assessments of restaurants financials. “Food is our only business”, and our aim is to become the preferred brokerage for all the leading Franchised Restaurants in the country and the most recommended and used for independently owned Restaurants . Our guiding principle is “If we believe in the business, then so too will the Buyer”. We view every restaurant we assess with the potential of purchasing it ourselves. If the restaurant has not reached its full potential currently, we examine the possible value that could be added, and the plan to reach that potential. Often the perfect site is occupied by the wrong restaurant, and sometimes small, or major changes can unlock its full potential. All restaurants listed for sale have been assessed for profitability and viability and all findings are passed onto potential buyers. Buyers are guided through the sale process to ensure all legal procedures have been adhered to. Buyers are required to conduct their own Due Diligence process on supplied financials, which are supplied from the Seller. • We are the market leaders in our field and our consistent and on-going advertising has made us the #1 Restaurant Brokerage in KZN.

5. Services BC Franchising Consultants • BC Franchising Consultants has an in-depth understanding of the restaurant and franchising industries and is therefore able to offer clients a comprehensive set of services aimed at the establishment, development and future success of restaurant brands. Our services include: • ■ Finding franchisees for contracted franchisors ■ Finding sites for contracted franchisors • ■ Re-sale of existing franchised food outlets ■ Re-sale of existing non-franchised food outlets • ■ Business and financial assessment ■ Valuation and selling price advice • ■ Marketing and advertising ■ Confidentiality agreement with buyer and seller • ■ Lease assessment and assistance ■ Franchise representation • ■ Consultation ■ Sale agreements • ■ Finance application assistance ■ Concept development • ■ Mergers and acquisitions ■ Restaurant property services • ■ Point-of-sale systems ■ Surveillance camera systems • ■ Bookkeeping services  

6. Agencies BC Franchising Consultants • In addition to the restaurant brands that BC Franchising Consultants are working with, we are also representing these other exciting products. • ■ BC Franchising Consultants Property Services • ■ J-Clip • ■ The Restaurant Agents • ■ Spacebiz Business Management Solutions • ■ Digital Control Systems • ■ Debit. Credit Professional Bookkeeping Services • ■ BC Business Broking Franchise and Consultants Services 

7. Property Services BC Franchising Consultants • BC Franchising Consultants has recently entered into the retail property services market. We have aligned ourselves with a number of major Commercial Property Groups and our aim is to provide vacant restaurant sites for both the franchised and non-franchised sector. • We also deal with independent landlords and developers. Our commission structures in this field are very favourable and it is BC Franchising Consultants vision to one day become a major player in this industry.

8. Franchise Areas Available BC Franchising Consultants • BC Franchising Consultants are offering the following opportunities to perspective Franchisees who are willing to uphold the moral code of the Franchisor and are keen to add value to the brand. The following are the initial regions that have been allocated for Franchise expansion: • ■ KwaZulu – Natal: North, South and West. • ■ Gauteng: East and West • ■ Northwest Province • ■ Mpumulanga • ■ Northern Province • ■ Free State • ■Northern Cape • ■ Eastern Cape

9. BC Franchising Consultants Financial Data • ■ Franchise Joining Fee for an allocated region: • R100,000 (Excluding VAT) • ■ Monthly Royalties : • R5,000 or 10% of turnover, whichever is the greater (Excluding VAT) • ■ Introductory commission for finding Franchisees; • 50% of R40,000 for Restaurants and 50% of R30,000 for Coffee Shops • ■ Introductory commission for finding Sites: • 50% of R20,000 • ■ Introductory commission for finding Franchisees and Sites: • 50% of R50,000 • ■ Referral comission for introduction of Buyers in another region: • 20% • ■ Referral comission for introduction of any Consultancy work • 10%