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    Eric C. Mergenthaler555 Mill Hill Terrace Southport, CT 06890 Home 203.292.6607 Cell 203.923.3110

    [email protected]

    July 1, 2009

    Dear Prospective Investor,

    For years I have considered and dreamed about creating my own business. As I now hadthe time to put more serious thought and effort into it, I have decided to pursue it. As I began to spendmany hours researching, developing and refining my idea, I have become convinced that it is not only aviable idea, but that the potential is tremendous. I have also realized that not only is this the right time forme to do this personally, but that it is the right time for the business itself.

    As you will see from the attached presentation, Planet X is a unique and exciting concept. Iimagine Planet X as a combination of Johnny Rockets (an enormously successful restaurant franchise fromCalifornia), Five Guys Burgers (also an extremely successful franchise, but with a different, quick-serviceapproach), Serendipity3 (the famous New York eatery) and Dylans Candy Bar (a successful NYC, and

    national, candy store). There is nothing quite like Planet X anywhere, and I am convinced that it will behugely successful. With the recent changes in the economic, political and social landscapes, the time is rightfor an old fashioned, nostalgic, feel-good establishment reminiscent of happier and simpler times. Planet Xis that establishment and Fairfield, Ct. is the perfect town for its introduction.

    At first consideration, the current economic crisis might seem to be the wrong time toattempt to open a new restaurant. On the contrary, it is the ideal time. Because of the current economicrecession, many inefficient businesses have suffered and closed. This, combined with the recent retaildevelopment in Fairfield, has created a temporary excess supply of top quality, vacant retail space. Planet Xwill be able to acquire prime retail space with a location and lease terms that have not been available inmany years. In short, Planet X will be able to get into a market that it might otherwise not have been able to,or would at least have had much higher barriers to entry.

    The current soft job market will also benefit Planet X by providing it with relativelyinexpensive renovation and start up costs. It will also be to Planet Xs benefit by making it easier to acquirehigh quality employees at reasonable wages. Additionally, while Planet X will be able to take advantage ofthe benefits of a soft economy, I am optimistic that by the time that it is ready to open for business that thelocal and national economy will be poised for recovery. If, however, the recession persists as somepessimists believe, Planet X is in one of the few market segments that will succeed better than others, ascustomers forgo the more expensive restaurants and other forms of entertainment and instead opt for themore affordable ones, ones such as Planet X.

    Please take a look at the prospectus that I have attached. I am fully convinced that Planet Xwill be hugely successful and that the potential is virtually unlimited. I believe the proposed terms ofinvestment are generous, limiting risk while offering tremendous profit potential. If you would like toconsider investing in Planet X and would like to speak with me about it further, please dont hesitate to call

    me at either number listed above.Thank you for taking the time to consider my proposition. I look forward to hearing from

    you soon and to working together.

    Sincerely,

    Eric Mergenthaler

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    Coming to Fairfield, Ct. in the summer of 2009, Planet X is a nostalgic,all-American, casual, family oriented restaurant, classic ice cream parlor and old

    fashioned candy shop reminiscent of the 1950's.

    Its classic, retro-diner atmosphere and space exploration theme, completewith black and white tile floors, vintage art and neon signs make it a destination thatkids love and that parents find comfortable and comforting. Its simple, high quality faremake it a casual, affordable dining destination for all ages. A classic and simple menu iscentered around hand pressed, 100% all beef hamburgers, kosher style hotdogs, hand

    cut french fries and golden onion rings. Hand dipped milk shakes, classic ice creamcones and sundaes and old fashioned penny candies top off any meal or make it adestination for desserts, snacks and entertainment on their own. Planet X alsoaggressively markets, organizes and hosts childrens birthday parties, catering primarilyto boys and girls age 3-15.

    Planet X will be located in downtown Fairfield with 2,000-3,000 square feetof visible, heavily trafficked retail space. The restaurant will have counter self-service forfast, convenient and affordable dining. The menu will be simple with classic, highquality hamburgers, hot dogs, chicken sandwiches, french fries and onion rings. One ortwo simple salads and/or wraps will be offered for the health conscious parents, but acore concept is to keep the menu and choices simple and limited.

    Approximate to the meal counter, yet distinctly separate, will be a classic,simple and nostalgic ice cream counter, offering a few popular flavors of traditional,handmade ice cream cones, sundaes and shakes (again, a key concept is to keep thechoices simple and limited). A third area of the space will consist of an old fashionedcandy bazaar featuring penny candies to be purchased by the individual piece or basketfull. In addition to the food items, tee shirts and other Planet X novelties will bedisplayed and available for purchase.

    Central to the three distinct sections of the store will be a spacious dining

    area consisting of tables, booths and counter seating with a classic 1950's diner decor.Vintage NASA, astronomy and space exploration memorabilia will adorn the entirefacility, replete with news clippings, vintage posters, photos and classic neon signs. Oneportion of this sitting area (or perhaps an adjacent space) will be specifically designed toaccommodate childrens birthday parties, which will be organized and run by the store.Perhaps one, two or a few space theme arcade games would have an appropriateplacement within the space as well.

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    Fairfield, Connecticut was voted by Money Magazine in 2006 as the ninth best

    place for families to live in the United States and the best place for them to live in theNortheast, in part due to its affluence, low crime rate and high quality of life. With apopulation of approximately 58,000, Fairfield consists of roughly 21,000 households, over athird of which have children under the age of 18. Within a five mile radius of downtownFairfield there are over 50,000 households and nearly 200,000 people. The town supportseleven public elementary schools, three middle schools and two high schools. In addition,Fairfield is home to no fewer than seven private secondary schools as well as FairfieldUniversity and Sacred Heart University, each with over 4,000 undergraduate students.

    With over 95% of the population being non-Hispanic whites with an averageage of 35.8, a median income of $83,512 and the average family earning over $100,000,

    Fairfield provides the ideal customer base and audience for a classic, retro- American diningestablishment such as Planet X. While there are many successful restaurants in the town, thenostalgic atmosphere, space exploration theme, focus on inexpensive, comfortable, qualityfare and combined ice cream and candy bazaar will make Planet X unique. Fairfield also hasfour public beaches a short distance from the downtown area which provide the idealatmosphere and ambience for the ice cream and candy shop portion of the business.Additionally, there is a desperately under-served demand for local facilities which cater tochildrens birthday parties. This lack of supply is evidenced by the months-long reservationrequirement to plan such events at existing establishments, places such as My Gym andHands On Pottery. It is also made obvious by the popular and common practice of local

    residents traveling over twelve miles away to host their childrens birthday parties at MyThree Sons in Norwalk. Planet X will fill this niche and prosper from this situation.To make the town of Fairfield even more attractive, the downtown business

    district is in the early stages of significant revitalization and expansion. With the recentsuccess of Borders Bookstore, Victoria Secret, Banana Republic, Ann Taylor and othernational chains anchoring the downtown business district, developers have nearlycompleted the new Brick Walk expansion. With the imminent opening of JoS.A.Bank,Mango, Trek Bicycle and several other national and local retailers, the growth prospects forthe area are significant. In addition, the town is moving forward with the plannedconstruction and development of a third Metro North railroad station, a development thatpromises to create 860,000 square feet of new office space, 32,000 square feet of new retailspace, a high rise condominium complex and a new 180 room Hilton hotel. Once completed,this project promises to bring additional growth and prosperity to the area.

    The current economic weakness and national recession are also providingPlanet X with a tremendous opportunity. The weak real estate market has created excesssupply of available commercial retail locations. This will allow Planet X to obtain a desirablespace at favorable terms; rental rates that have not been available for years. It will also allowPlanet X to obtain equipment, fixtures, furniture and merchandise at a discounted rate. Thesoft job market will allow Planet X to perform any renovation or construction at a fraction ofwhat the cost would have otherwise been in the recent past. It will also allow Planet X tomore easily obtain high quality employees at reasonable wages.

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    Planet X was conceived by and is being created by Eric

    Mergenthaler. For the past seventeen years, Eric has been a successful EquityDerivatives Trader with AGS Specialist Partners on the trading floor of theAmerican Stock Exchange. After a long and successful career on Wall Street,Eric has decided to leave the commuting life in order to do somethingdifferent, something closer to home, more enjoyable and more rewarding.

    Before his Wall Street career, Eric worked in the restaurant

    business and food service industry at several different establishments and inmany different capacities. At some point he has held nearly every restaurantjob imaginable, including food preparation, Line Cook, Busboy, Waiter,Bartender and as an Assistant Manager.

    Eric grew up in nearby Westport, Connecticut and has lived inFairfield for the past eleven years. He has extensive family ties to thecommunity, including his parents, siblings, nieces and nephews. Hischildren, Lauren (age 10), William and Caitlin (twins, age 8) all attend MillHill Elementary School in Fairfield. Eric is among the very customers thatPlanet X is targeting. He is very much in tune with Planet Xs customers,

    what they want and what they are willing to pay for.Along with his ambition, Eric brings his many years of business

    experience and financial acumen to Planet X. His intelligence, insightfulness,creativity, devotion and unparalleled work ethic ensure the ultimate successof Planet X.

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    Planet X Burger, basket of French Fries or Onion Rings, Root Beer Float

    or Soda Pop.....

    Nibiru Dog, basket of French Fries or Onion Rings, Root Beer Float or Soda Pop.....

    Junior X Burger, small basket of French Fries and small soda pop....

    Our signature burger, so big and juicy it might not even really exist.

    1/3 lb burger patty with cheese, bacon, lettuce, tomato, ketchup and mayo.-Huge. Not for everyone. Must be 14 years of age or older, id required.

    Two 1/3 lb burger patties with cheese, bacon, lettuce, tomato, ketchup and mayo.

    -So big its obscene. A full pound of meat.Three 1/3 lb burger patties with cheese, bacon, lettuce, tomato, ketchup and mayo.

    -Standard, Terrestrial burger. Big and juice, without all the extra stuff.1/3 lb, burger patty.

    -A smaller version of our signature burger100% all beef burger patty with cheese, bacon, lettuce and ketchup.

    For the little explorers that prefer to stay closer to home100% all beef burger patty.

    American Cheese, Bacon, Chili, Onion Ring, Lettuce, Tomato, Pickles, Onions, Sauted Onions, Sauted Mushrooms,Jalapeno peppers, Ketchup, Mustard,

    Mayo, Bar-B-Q Sauce, A-1 Sauce

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    -

    -Kosher style Hot Dog with chili, cheese and onions.

    -Plain.With Chili or Cheese.

    .....

    ....

    .....

    . -

    Large basket.-With chili.-With cheese.

    Small basket.

    -With chili..-With cheese.

    -Large basket.-Small basket.

    -Large.-Small. -Large.-Small.Large.

    -Medium.-Small.

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    -Thirteen scoops of ice cream, topped with as many toppings as you wish...

    -Three scoop.-Two scoop.-One scoop.

    -Three scoop.-Two scoop.-One scoop.

    Large.-Small.

    .

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    Each attendee will be given simple Estes model rocket to assemble and paint, with the help of the Planet X

    counselors. After completing the rockets they will play a Planet X game. They will then be served junior burgers and hot dogs along

    with baskets of French fries. The meal will be followed with a 13 scoop Apollo 13" birthday ice cream sundae (two sundaes for

    parties greater than 14). Each participant will be given a Planet X tee shirt and small bag of penny candy to take home along with

    their completed rocket.

    With the help of a Planet X counselor, the group will make colorful, homemade hard candies. After completing

    the candy making, they will play a Planet X game. They will then be served junior burgers and hot dogs along with baskets of French

    fries. The meal will be followed with a 13 scoop Apollo 13" birthday ice cream sundae (two sundaes for parties greater than 14). Each

    participant will be given a Planet X tee shirt and small bag of penny candy to take home along with their homemade candy.

    Party participants will be served junior burgers and hot dogs along with baskets of French fries. The meal will be

    followed with a 13 scoop Apollo 13" birthday ice cream sundae (two sundaes for parties greater than 14). Although Planet X will

    supply two counselors for your party, any additional games and/or entertainment will be supplied by the birthday boy/girl. Each

    participant will be given a Planet X tee shirt to take home as well as a small bag of penny candy.

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    Counter Seating

    Co

    unterSeating

    Table Seating Area

    Grill - Fryers

    IceCream

    Refrigerator/Sink/Washer

    Pick-Up Area

    CandySink

    Dimensions = 57 x 43.5 ft - 2479 sq ft

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    Based on preliminary estimates, start up costs for Planet X areexpected to be between $350,000 and $450,000, depending mostly upon thelocation chosen and the amount of renovation and/or construction required. Inorder to be fully equipped for any unexpected cost overruns and to be assured acomfortable and successful opening without unnecessary financial constraints,Planet X plans to raise $625,000 (any unused and unneeded amount will bereturned to the investors accordingly). This will be entirely done through equityfinancing, sacrificing equity ownership in the interest of avoiding the current

    difficulties and expense of obtaining debt financing. In order to attract andincentivize prospective investors, the proposed terms are generous.Planet X is incorporated as a Limited Liability Corporation,

    affording the investors the benefit of partnership taxation while also providingthem with limited liability protection. The rate of distribution will be accelerateduntil all initial investors have recouped their initial investment as well as asignificant return on their capital. All initial excess earnings will be distributedto the limited partners at rate of 75% until they have recouped their entireinvestment. Once they have recouped their entire initial investment, the rate ofdistribution to the limited partners will become 50% of excess earnings until

    they have received their initial investment capital as well as an additional profitof 100%. Finally, after the original investors have recouped their entireinvestment and additional 100% return, the distribution of profits to the limitedpartners will become 25%, where it will remain for the life of the entity. Shareswill be available in twenty-five units of $25,000 per share, each representing 3%,2% and 1% of net profits accordingly.

    As the Managing Partner, Eric Mergenthaler will draw a modestsalary at a rate of $80,000/year. This salary will not be initiated until financing iscomplete, a location is acquired and the terms of lease are agreed upon and

    finalized.

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    Estimated Start-Up Budget Requirements

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    Estimated Monthly Overhead

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    AGS SPECIALIST PARTNERS, LLC, New York, NY 1991-2008Option Specialist / Market Maker

    Expertly managed the largest and most active options crowds on the floor of the exchange trading accountswith haircut in excess of $10 million and average annual profit of over $3.5 million for this stock and stockoption specialist market making firm. Provided and maintained fair and orderly markets for Apple ComputerInc., Amgen Inc., and Yahoo! Inc., among others while trading the firms capital. Established and maintaineda track record of profitability. Selected as senior post supervisor to evaluate daily trading activity ofspecialists; ensured ongoing compliance of SEC and American Stock Exchange regulations.

    Firm Representation: Designated as option specialist unit head to represent the firm at exchangemeetings and events. Served as an integral and highly regarded resource to communicate with potential andexisting clients.

    Business Strategy:Added sustained value as a member of the firms marketing committee. Contributed tothe creation and implementation of effective marketing strategies to drive order flow and incentives /guarantees to customers.

    Staff Training and Development: Spearheaded the design and launch of training initiatives related topricing theory and trading strategies. Facilitated professional development efforts of junior staff as part ofensuring a productive and high performing team committed to goal attainment.

    Program Creation: Championed the creation and implementation of a trading team approach to facilitatefirm growth and profitability.

    Talent Identification: Recruited, interviewed, and hired new firm employees as a member of the firmshiring committee. Identified junior talent that represented long-term value for the firm.

    Previous Position: Option Specialist Clerk, (1991-1992); Floor ReporterAmerican Stock Exchange, (1990-1991)

    Eric C. Mergenthaler555 Mill Hill Terrace | Southport, CT 06890 | H: 203.292.6607 Cell: 203.923.3110 | [email protected]

    Equity Derivatives / Options Trader

    Trading Management & Support | Risk Management & Mitigation | Client Relationship Development

    Financially astute trading professional with a unique background and knowledge of equities, equity derivatives, and

    associated pricing theory and risk mitigation strategies to facilitate continuous portfolio growth. Demonstrateexceptional understanding of the equity derivatives business. Thrive in a demanding and chaotic environmentrequiring the ability to make split-second decisions, resulting in highly effective trading outcomes and strong riskadjusted returns. Leverage various software and systems, including Bloomberg and pricing and risk managementplatforms to conduct market monitoring. Consistently achieve profitability and success in a changing tradingenvironment. Regarded as a proactive team player with strong interpersonal communication skills. Lauded forexpertise in training staff to exceed firm expectations. Additional capabilities include:

    - Revenue Generation & Bottom-Line Growth - Trading Compliance Initiatives- Financial Transaction Management - Interpersonal Communication- Client Relationship Development - Equity Derivatives Expertise- Risk Management & Mitigation - Profit & Loss Oversight

    Professional Experience

    Education

    UNIVERSITY OF COLORADO, BOULDER, Boulder, CO Bachelor of Arts in EconomicsStudy Abroad: Spanish / American Institute for Foreign Study International Economics, Seville, Spain

    Computer: Bloomberg, MicroHedge, Actant, TradeSpeed, and other proprietary and risk analysis platformsAdditional: NASD Series 4, 7, 55 and 63; conversational Spanish; volunteer, Leukemia and Lymphoma Society