UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

            TENDER OFFER STATEMENT UNDER SECTION 14(D)(L) OR 13(E)(L)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                            ELMER'S RESTAURANTS, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                                 BRUCE N. DAVIS
                               LINDA ELLIS-BOLTON
                                 KAREN K. BROOKS
                               RICHARD P. BUCKLEY
                                 DAVID D. CONNOR
                               STEPHANIE M. CONNOR
                                THOMAS C. CONNOR
                             CORYDON H. JENSEN, JR.
                              DEBRA A. WOOLLEY-LEE
                                 DOUGLAS A. LEE
                                  DAVID C. MANN
                               SHEILA J. SCHWARTZ
                                 GERALD A. SCOTT
                               WILLIAM W. SERVICE
                                DENNIS M. WALDRON
                                  GARY N. WEEKS
                                  GREG W. WENDT
                               RICHARD C. WILLIAMS
                                DOLLY W. WOOLLEY
                              DONALD W. WOOLLEY AND
                           DONNA P. WOOLLEY, TOGETHER
                     WITH ERI ACQUISITION CORP., AS OFFEROR
            (NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR,
                            ISSUER OR OTHER PERSON))

                           COMMON STOCK, NO PAR VALUE
                         (TITLE OF CLASS OF SECURITIES)

                                     289393
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                           JEFFREY C. WOLFSTONE, ESQ.
                            GREGORY L. ANDERSON, ESQ.
                         LANE POWELL SPEARS LUBERSKY LLP
                        601 SW SECOND AVENUE, SUITE 2100
                             PORTLAND, OREGON 97204
                                 (503) 778-2100

      (NAME, ADDRESS, AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE
             NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)









                            Calculation of Filing Fee
--------------------------------------------------------------------------------
Transaction valuation*                                    Amount of filing fee**
         $6,019,091                                              $708.45
--------------------------------------------------------------------------------
*Estimated for purposes of  calculating  the filing fee only.  This  calculation
assumes the purchase of 756,601  shares of common stock of Elmer's  Restaurants,
Inc.  at the  tender  offer  price  of $7.50  per  share of  common  stock.  The
transaction  value also  includes the offer price of $7.50 less $4.81,  which is
the average exercise price of outstanding  options,  multiplied by 128,098,  the
estimated  number of options  outstanding  not held by the Filing Persons listed
above.

**The  amount of filing  fee,  calculated  in  accordance  with Rule 0-11 of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and Fee Rate
Advisory No. 6 for fiscal year 2005,  equals  $117.70 per million of transaction
value, or $708.45.

[  ]     Check the box if any part of the fee is offset  as  provided  by Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

                  Amount Previously Paid:   ________________________________
                  Form or Registration No.: ________________________________
                  Filing Party: Date Filed: ________________________________

[  ]     Check  the  box  if  the   filing   relates   solely   to   preliminary
         communications made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

                  [X]   third-party tender offer subject to Rule 14d-l. 
                  [ ]   issuer tender offer subject to Rule 13e-4.   
                  [X]   going-private transaction subject to Rule 13e-3.  
                  [X]   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

This Tender Offer  Statement and Rule 13e-3  Transaction  Statement  filed under
cover of  Schedule  TO relates to the offer by ERI  Acquisition  Corp.,  a newly
formed  Oregon  corporation  ("Purchaser"),  to purchase all of the  outstanding
shares of common  stock,  no par value per  share  (the  "Shares"),  of  Elmer's
Restaurants, Inc., an Oregon corporation ("Elmer's"), not currently owned by the
Continuing  Shareholders  (as defined  below),  at a purchase price of $7.50 per
Share,  in cash,  upon the terms and subject to the  conditions set forth in the
Offer to Purchase dated  December 20, 2004 (the "Offer to Purchase"),  a copy of
which is attached  hereto as Exhibit  (a)(1)(i),  and in the  related  Letter of
Transmittal  (which,  together  with  the  Offer  to  Purchase,  constitute  the
"Offer"), a copy of which" is attached hereto as Exhibit (a)(l)(ii).

ITEM 1. SUMMARY TERM SHEET

Reference  is made to the  information  set forth under  Summary  Term Sheet and
Questions and Answers About the Tender Offer in the Offer to Purchase, which is
incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Reference is made to the  information set forth under The  Offer--Section  7
("Certain Information  Concerning the Company") in the Offer to Purchase,  which
is incorporated herein by reference.

(b) Reference is made to the  information set forth under  Introduction  and The
Offer--Section 7 ("Certain Information  Concerning the Company") in the Offer to
Purchase, which is incorporated herein by reference.

                                        2

(c) Reference is made to the  information set forth under The  Offer--Section  6
("Price Range of Shares; Dividends; Ownership of and Transactions in Shares") in
the Offer to Purchase, which is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

(a) Reference is made to the  information set forth under The  Offer--Section  8
("Certain Information Concerning Purchaser and the Continuing  Shareholders") in
the Offer to Purchase, which is incorporated herein by reference.

(b) Reference is made to the  information set forth under The  Offer--Section  8
("Certain Information Concerning Purchaser and the Continuing  Shareholders") in
the Offer to Purchase, which is incorporated herein by reference.

(c) Reference is made to the  information set forth under The  Offer--Section  8
("Certain Information Concerning Purchaser and the Continuing  Shareholders") in
the Offer to Purchase, which is incorporated herein by reference.

ITEM 4. TERMS OF THE TRANSACTION

(a)  Reference is made to the  information  set forth under  Summary Term Sheet;
Questions   and  Answers   About  the  Tender   Offer;   Introduction;   Special
Factors--Sections 2 ("Purpose and Structure of the Offer and the Merger; Reasons
of the Purchaser and the Continuing  Shareholders  for the Offer and the Merger;
Alternatives  Considered");  and The  Offer--Sections  1 ("Terms  of the  Offer;
Expiration  Date"),  2  ("Acceptance  for Payment and  Payment for  Shares"),  3
("Procedures for Tendering  Shares), 4 ("Rights of Withdrawal") and 14 ("Certain
Effects  of the  Offer  and the  Merger")  in the  Offer to  Purchase,  which is
incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

(a)   Reference   is  made  to  the   information   set  forth   under   Special
Factors--Section  1  ("Background  of  the  Offer");  Section  2  ("Purpose  and
Structure  of the  Offer  and  the  Merger;  Reasons  of the  Purchaser  and the
Continuing Shareholders for the Offer and the Merger; Alternatives Considered");
Section  6  ("Conflicts  of  Interests")  and  The  Offer--Section  8  ("Certain
Information  Concerning the Purchaser and the Continuing  Shareholders")  in the
Offer to Purchase,  which is incorporated herein by reference.  

(b)   Reference   is  made  to  the   information   set  forth   under   Special
Factors--Section  1  ("Background  of  the  Offer");  Section  2  ("Purpose  and
Structure  of the  Offer  and  the  Merger;  Reasons  of the  Purchaser  and the
Continuing Shareholders for the Offer and the Merger; Alternatives Considered");
Section  6  ("Conflicts  of  Interests")  and  The  Offer--Section  7  ("Certain
Information  Concerning  the  Company")  and  Section  8  ("Certain  Information
Concerning  the  Purchaser  and the  Continuing  Shareholders")  in the Offer to
Purchase, which is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a) and (c)(l)-(7)  Reference is made to the information set forth under Summary
Term Sheet, Questions and Answers about the Tender Offer, Introduction,  Special
Factors--Sections  1 ("Background  of the Offer"),  2 ("Purpose and Structure of
the  Offer  and  the  Merger;  Reasons  of  the  Purchaser  and  the  Continuing
Shareholders  for  the  Offer  and  the  Merger;   Alternatives  Considered),  5
("Purchaser's  Plans for the Company") and 7 ("Conduct of Company's  Business if
the Offer is not Completed or if Purchaser waives the Minimum Tender Condition")
and  The  Offer--Section  9  ("Merger;  Dissenters'  Rights;  Rule  13e-3"),  14
("Certain  Effects  of the  Offer  and the  Merger")  and  Schedule  A  ("Oregon
Dissenters'  Rights  Statutes") in the Offer to Purchase,  which is incorporated
herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a),  (b) and (d)  Reference  is made to the  information  set  forth  under The
Offer--Section 10 ("Source and Amount of Funds") in the Offer to Purchase, which
is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF SUBJECT COMPANY

(a) and  (b)  Reference  is made to the  information  set  forth  under  Special
Factors--Sections 1 ("Background of the Offer") and 6 ("Conflicts of Interests")
and The  Offer--Section 6 ("Price Range of Shares;  Dividends;  Ownership of and
Transactions  in Shares")  and Section 8 ("Certain  Information  Concerning  the
Purchaser and the Continuing  Shareholders") in the Offer to Purchase,  which is
incorporated herein by reference.

                                        3

ITEM 9. PERSONS / ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a) Reference is made to the  information set forth under  Introduction  and The
Offer--Section  15 ("Fees  and  Expenses")  in the Offer to  Purchase,  which is
incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS

(a) The financial  statements of Elmer's are not material to the Offer.  (b) The
pro forma financial statements of Elmer's are not material to the Offer.

ITEM 11. ADDITIONAL INFORMATION

(a)(l)   Reference  is  made  to  the   information   set  forth  under  Special
Factors--Section  1  ("Background  of the Offer") and Section 6  ("Conflicts  of
Interests") in the Offer to Purchase, which is incorporated herein by reference.

(a)(2)  Reference is made to the information set forth under  Introduction,  The
Offer--Sections  2  ("Acceptance  for  Payment  and  Payment  for  Shares"),   3
("Procedures  for  Tendering  Shares"),  9 ("Merger;  Dissenters'  Rights;  Rule
13e-3"),  11 ("Certain  Conditions of the Offer"),  13 ("Certain Legal Matters")
and Schedule A ("Oregon  Dissenters' Rights Statutes") in the Offer to Purchase,
which is incorporated herein by reference.

(a)(3)  Reference is made to the information set forth under The  Offer--Section
13 ("Certain  Legal Matters ") in the Offer to Purchase,  which is  incorporated
herein by reference.

(a)(4)  Reference is made to the information set forth under The  Offer--Section
13 ("Certain Legal  Matters") and Section 14 ("Certain  Effects of the Offer and
the  Merger")  in the  Offer  to  Purchase,  which  is  incorporated  herein  by
reference.

(a)(5) None.

(b) The information set forth in the Offer to Purchase is incorporated herein by
reference.

ITEM 12. EXHIBITS

  EXHIBIT                    DESCRIPTION

(a)(l)(i)       Offer to Purchase dated December 20, 2004.
(a)(l)(ii)      Letter of Transmittal.
(a)(l)(iii)     Notice of Guaranteed Delivery.
(a)(l)(iv)      Letter of  Information  from the  Information  Agent to Brokers,
                Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(l)(v)       Letter to Clients for use by Brokers, Dealers, Commercial Banks,
                Trust Companies and Other Nominees.
(a)(l)(vi)      Guidelines for Certification of Taxpayer  Identification  Number
                on Substitute Form W-9.
(a)(l)(vii)     Notice of Offer to Purchase for Cash.
(a)(l)(viii)    Text  of  Press  Release  issued  by ERI  Acquisition  Corp.  on
                December 20, 2004.
(a)(l)(ix)*     Proposal  Letter to Elmer's  Restaurants,  Inc.  dated August 5,
                2004.
(a)(1)(x)       Letter to the Shareholders of Elmer's Restaurants, Inc. from ERI
                Acquisition Corp., dated December 20, 2004.
(b)(i)          Financing Proposal from GE Capital Franchise Finance Corporation
                dated October 5, 2004.
(b)(ii)         Loan Commitment from GE Capital  Franchise  Finance  Corporation
                dated December 3, 2004.
(c)             Report of Veber Partners, LLC dated September 17, 2004.
(d)             Exchange Agreement dated December 20, 2004.

*  Previously  filed with the SEC as an exhibit to that  certain  Schedule  TO-C
dated August 9, 2004. 

                                        4

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

 ITEM 2. SUBJECT COMPANY INFORMATION

(a) Reference is made to the  information set forth under The  Offer--Section  7
("Certain Information  Concerning the Company") in the Offer to Purchase,  which
is incorporated herein by reference.

(b) Reference is made to the  information set forth under  Introduction  and The
Offer--Section 7 ("Certain Information  Concerning the Company") in the Offer to
Purchase, which is incorporated herein by reference.

(c) Reference is made to the  information set forth under The  Offer--Section  6
("Price Range of Shares; Dividends; Ownership of and Transactions in Shares") in
the Offer to Purchase, which is incorporated herein by reference.

(d) Reference is made to the  information set forth under The  Offer--Section  6
("Price Range of Shares;  Dividends;  Ownership of and  Transactions in Shares")
and Section 7 ("Certain  Information  Concerning  the  Company") in the Offer to
Purchase, which is incorporated herein by reference.

(e) Not Applicable.

(f)   Reference   is  made  to  the   information   set  forth   under   Special
Factors--Section  6 ("Conflicts of Interests") and The  Offer--Section 6 ("Price
Range of Shares;  Dividends;  Ownership  of and  Transactions  in  Shares")  and
Section 8 ("Certain  Information  Concerning  the Purchaser  and the  Continuing
Shareholders")  in the  Offer to  Purchase,  which  is  incorporated  herein  by
reference.

 ITEM 4. TERMS OF THE TRANSACTION

(c) None.

(d) Reference is made to the  information set forth under The  Offer--Section  9
("Merger;  Dissenters' Rights;  Rule 13e-3" and Schedule A ("Oregon  Dissenters'
Rights  Statutes")  in the Offer to Purchase,  which is  incorporated  herein by
reference.
(e) None.
(f) Not applicable.

 ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(c) Reference is made to the information set forth under  Introduction,  Special
Factors--Sections  1 ("Background of the Offer"),  and 2 ("Purpose and Structure
of the  Offer  and the  Merger;  Reasons  of the  Purchaser  and the  Continuing
Shareholders  for the Offer and the  Merger;  Alternatives  Considered")  in the
Offer to Purchase, which is incorporated herein by reference.

(e) Reference is made to the information set forth under  Introduction,  Special
Factors--Section 1 ("Background of the Offer") and The Offer--Sections 1 ("Terms
of the Offer;  Expiration  Date"),  2  ("Acceptance  for Payment and Payment for
Shares"), 3 ("Procedures for Tendering Shares"), 4 ("Rights of Withdrawal"),  10
("Source and Amount of Funds"),  and 11 ("Certain  Conditions  of the Offer") in
the Offer to Purchase, which is incorporated herein by reference.

 ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(b)   Reference   is  made  to  the   information   set  forth   under   Special
Factors--Section 2 ("Purpose and Structure of the Offer and the Merger;  Reasons
of the Purchaser and the Continuing  Shareholders  for the Offer and the Merger;
Alternatives  Considered") and The  Offer--Sections  14 ("Certain Effects of the
Offer  and  Merger")  and 10  ("Source  and  Amount of  Funds")  in the Offer to
Purchase, which is incorporated by reference.

(c)(8)   Reference  is  made  to  the   information   set  forth  under  Special
Factors--Sections   4  ("Certain  Effects  of  the  Offer  and  Merger")  and  5
("Purchaser's  Plans  for the  Company")  in the  Offer  to  Purchase,  which is
incorporated herein by reference.

                                        5

 ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a),  (b)  and  (c)  Reference  is  made  to the  information  set  forth  under
Introduction,  Special Factors--Sections 1 ("Background of the Offer; Expiration
Date"),  2 ("Purpose and  Structure of the Offer and the Merger;  Reasons of the
Purchaser  and the  Continuing  Shareholders  for  the  Offer  and  the  Merger;
Alternatives  Considered"),  and 4 ("Position  of Purchaser  and the  Continuing
Shareholders  Regarding  the  Fairness  of the  Offer and the  Merger")  and The
Offer--Section  14  ("Certain  Effects of the Offer and Merger") in the Offer to
Purchase, which is incorporated herein by reference.

(d)  Reference  is made to the  information  set forth under  Introduction,  The
Offer--Section  14  ("Certain  Effects of the Offer and  Merger")  and Section 9
("Merger and Dissenters' Rights; Rule 13e-3") in the Offer to Purchase, which is
incorporated herein by reference.

 ITEM 8. FAIRNESS OF THE TRANSACTION

(a), (b), (c), (d), (e) and (f) Reference is made to the  information  set forth
under Summary Term Sheet,  Questions and Answers about the Tender Offer, Special
Factors--Sections  1 ("Background  of the Offer"),  2 ("Purpose and Structure of
the  Offer  and  the  Merger;  Reasons  of  the  Purchaser  and  the  Continuing
Shareholders  for the Offer and the  Merger;  Alternatives  Considered"),  and 4
("Position of Purchaser and the Continuing  Shareholders  Regarding the Fairness
of the Offer and the  Merger") in the Offer to Purchase,  which is  incorporated
herein by reference.

 ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

(a), (b) and (c)  Reference is made to the  information  set forth under Special
Factors--Sections  1  ("Background  of  the  Offer;   Expiration  Date")  and  3
("Analysis  of  Veber  Partners,  LLC")  in the  Offer  to  Purchase,  which  is
incorporated herein by reference.

 ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(c) Reference is made to the information set forth under The  Offer--Section  15
("Fees  and  Expenses")  in the  Offer to  Purchase,  which is  incorporated  by
reference.

 ITEM 12. THE SOLICITATION OR RECOMMENDATION

(d)  Reference  is made to the  information  set forth  under  Introduction  and
Special Factors--Section 5 ("Purchaser's Plans for the Company") of the Offer to
Purchase, which is incorporated herein by reference.

(e) The filing  persons are not aware of any  officer,  director or affiliate of
Elmer's who has made a recommendation either in support of or against the Offer.

 ITEM 13. FINANCIAL INFORMATION.

(a) and (b)  Reference  is made to The  Offer--Section  7 ("Certain  Information
Concerning the Company") of the Offer to Purchase,  which is incorporated herein
by reference. The financial statements included in Elmer's Annual Report on Form
10-K for the fiscal year ended March 29, 2004 and Quarterly  Report on Form 10-Q
for the period ended October 11, 2004,  are hereby  incorporated  herein by this
reference.  Copies of such  reports and other  documents  may be  inspected  and
copies  obtained  from the SEC as  provided  in The  Offer--Section  7 ("Certain
Information  Concerning  the  Company")  in the  Offer  to  Purchase,  which  is
incorporated herein by reference.

 ITEM 14. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED

(b)  Reference  is made to the  information  set forth  under  Introduction  and
Special  Factors--Section  6 ("Conflicts of Interest") of the Offer to Purchase,
which is incorporated herein by reference.

 ITEM 16. EXHIBITS. (C) ANALYSIS OF VEBER PARTNERS, LLC TO PURCHASER, DATED 
          SEPTEMBER 17, 2004.

(f) Oregon Business Corporation Act (included as Schedule A ("Oregon Dissenters'
Rights Statutes") of the Offer to Purchase filed herewith as Exhibit (a)(l)(i)).

                                        6

                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.


Dated: December 20, 2004                      ERI ACQUISITION CORP.

                                              By: /s/ BRUCE N. DAVIS
                                                  ------------------------------
                                              Name:  Bruce N. Davis
                                              Title:  President            


/s/ LINDA ELLIS-BOLTON                      /s/ GERALD A. SCOTT
--------------------------------------      ------------------------------------
Linda Ellis-Bolton                          Gerald A. Scott

/s/ KAREN K. BROOKS                         /s/ SHEILA J. SCHWARTZ
--------------------------------------      ------------------------------------
Karen K. Brooks                             Sheila J. Schwartz

/s/ RICHARD P. BUCKLEY                      /s/ WILLIAM W. SERVICE
--------------------------------------      ------------------------------------
Richard P. Buckley                          William W. Service

/s/ DAVID D. CONNOR                         /s/ DENNIS M. WALDRON
--------------------------------------      ------------------------------------
David D. Connor                             Dennis M. Waldron

/s/ STEPHANIE M. CONNOR                     /s/ GARY N. WEEKS
--------------------------------------      ------------------------------------
Stephanie M. Connor                         Gary N. Weeks

/s/ THOMAS C. CONNOR                        /s/ GREGORY W. WENDT
--------------------------------------      ------------------------------------
Thomas C. Connor                            Gregory W. Wendt

/s/ BRUCE N. DAVIS                          /s/ RICHARD C. WILLIAMS
--------------------------------------      ------------------------------------
Bruce N. Davis                              Richard C. Williams

/s/ CORYDON H. JENSEN, JR.                  /s/ DOLLY W. WOOLLEY
--------------------------------------      ------------------------------------
Corydon H. Jensen, Jr.                      Dolly W. Woolley

/s/ DEBORAH A. WOOLLEY-LEE                  /s/ DONALD W. WOOLLEY
--------------------------------------      ------------------------------------
Debra A. Woolley-Lee                        Donald W. Woolley

/s/ DOUGLAS A. LEE                          /s/ DONNA P. WOOLLEY
--------------------------------------      ------------------------------------
Douglas A. Lee                              Donna P. Woolley

/s/ DAVID C. MANN
--------------------------------------      
David C. Mann

                                        7

                                  EXHIBIT INDEX


  EXHIBIT                   DESCRIPTION

(a)(l)(i)       Offer to Purchase dated December 20, 2004.
(a)(l)(ii)      Letter of Transmittal.
(a)(l)(iii)     Notice of Guaranteed Delivery.
(a)(l)(iv)      Letter of  Information  from the  Information  Agent to Brokers,
                Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(l)(v)       Letter to Clients for use by Brokers, Dealers, Commercial Banks,
                Trust Companies and Other Nominees.
(a)(l)(vi)      Guidelines for Certification of Taxpayer  Identification  Number
                on Substitute Form W-9.
(a)(l)(vii)     Notice of Offer to Purchase for Cash.
(a)(l)(viii)    Text  of  Press  Release  issued  by ERI  Acquisition  Corp.  on
                December 20, 2004.
(a)(l)(ix)*     Proposal  Letter to Elmer's  Restaurants,  Inc.  dated August 5,
                2004.
(a)(1)(x)       Letter to the Shareholders of Elmer's Restaurants, Inc. from ERI
                Acquisition Corp., dated December 20, 2004.
(b)(i)          Financing Proposal from GE Capital Franchise Finance Corporation
                dated October 5, 2004.
(b)(ii)         Loan Commitment from GE Capital  Franchise  Finance  Corporation
                dated December 3, 2004.
(c)             Report of Veber Partners, LLC dated September 17, 2004.
(d)             Exchange Agreement dated December 20, 2004.


*  Previously  filed with the SEC as an exhibit to that  certain  Schedule  TO-C
dated August 9, 2004.


























                                        8