Business Proposal

FRESH APPEAL, INC.

1478 Fresh Appeal Way

Memphis, TN. 38134

1-901-555-7777 FAX: 1-901-555-8888

WWW.FRESHAPPEAL.COM

February 8, 2005

Mr. Steve Covington

Hotels International, INC.

5894 Enterprise Boulevard

San Diego, CA. 93005

Dear Mr. Covington:

Subject: Proposal No. F-12841 for Hotels International, Regional Office-San Diego, CA.

Fresh Appeal is honored to submit the following proposal to provide premier hotel, motel amenities for the personal care of your guests. Our company has been providing superior service to many of the leading hotel and motel chains across the United States since 1982. The Marriott, Hilton and Best Western are just a few of the chains to whom we provide quality products and service.

Background

It has come to our attention that your company will be completing construction on 17 hotels across the United States in the spring and you are committed to providing to your guests the finest personal care products available. You require these hotels to be completely outfitted with all amenities prior to opening as well as an adequate on hand inventory. This initial outfitting and on hand inventory is required to be completed between 19 - 25 April, 2005.

Proposed Approach and Work Plan

Fresh Appeal will ensure that each room is equipped with all required amenities and your storerooms will be adequately stocked to maintain operations for approximately 30 days before a reorder is necessary. Specifically, we will outfit each room individually to your specifications with the desired amenities of your choice and we will deliver the remaining additional inventory to the designated storerooms. Delivery will occur on the 12th of April, 2005 at each location. A representative from our company will be at each site to coordinate the delivery and ensure that all products are received and appropriately stored until the distribution is to take place. Upon completion of outfitting the rooms and storerooms, a detailed inventory list will be provided showing what was placed in each room as well as what is remaining in the storerooms. At that time, our company

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representative will conduct a walk through inspection with the hotel manager to ensure that we have exceeded your expectations.

The company representative who will be in charge at each site is fully qualified to ensure a flawless delivery and setup. They posses a minimum of 5 years experience and this is their sole responsibility within our company. We assure you that you will be extremely pleased throughout the entire process. Each team will consist of the team leader and ten associates. The team leader will coordinate directly with the hotel manager to ensure all of your needs are being met. Delivery and setup will be completed at each site on the 23rd of April, 2005 and a walk through will be conducted by the team leader and hotel manager on the 24th of April, 2005. Enclosed along with this proposal are the surveys received by our company from the last 10 hotels to whom we provided this service. As you can see by their comments, they were extremely satisfied and their expectations were not just met, they were exceeded.

QUALIFICATIONS

Fresh Appeal has been providing outstanding products and service to the leading hotel chains across the country since 1982. We are committed to providing nothing less than superior service to all of our clients. We are a proud member of the American Hotel Association and have been recognized as one of North America's leading suppliers of wholesale hotel, motel supplies and amenities. We have received numerous outstanding service awards from several of our clients every year to date. You can rest assure that you will receive the same quality service afforded to our other clients.

Our main warehouse is centrally located in Memphis, TN. Because of this, we offer guaranteed three day delivery to anywhere in the continental United States. In addition, orders received by 3:00 PM Central time will ship the same day, guaranteed. We have increased our minimum on hand quantity requirements at our central processing facility. No matter how large or small your order is, it is guaranteed to be in stock and ready to ship the same day. We also are pleased to inform you that we have no minimum order quantities like many of our competitors and we offer free shipping on orders totaling more than $1000.00.

COSTS

Based on your initial choice of desired amenities, remaining on hand quantities, delivery and setup, we estimate the total cost of this project to be $92,000. Also included with this proposal are cost estimates from our top three competitors. It will be clear to you upon reviewing this attached information that Fresh Appeal is providing you with the best value and products for your guests. The cost breakdown is as follows:

FRESH APPEAL, INC. February 8, 2005 Page 3

TABLE OF COST ESTIMATES

Cost