QUAKER STEAK & LUBE PRIVATE PLACEMENT NEAR COMPLETION

Sharon, PA – Quaker Steak & Lube, the award-winning automotive-themed restaurant chain, has announced that it is eighty-five percent complete in its $5 million private placement. The first round of the placement closed on
May 17, 2004, with 17 of 20 units purchased, grossing for Quaker Steak & Lube, $4,270,000.00.

Proceeds raised from the placement will continue to fuel the aggressive systemwide growth initiative and be used to acquire a franchisee restaurant in Valley View, Ohio to be used as a corporate, fully operational training center.

According to Michael Stack, Chairman of the Board of Lube Holdings, Inc., the remaining 300,000 shares of preferred stock will be sold for $2.50 a share before the end of July. “We are looking for accredited investors interested in a minimum investment of $250,000 (100,000 shares),” notes Stack. “We are very pleased with the success of the placement thus far. Several of our new and existing franchise groups have taken significant positions.”

The Quaker Steak & Lube chain currently has twelve operating restaurants in five states (PA, OH, FL, TN, NC), with construction beginning in Madison, Wisconsin this month. Quaker Steak & Lube is distinguished by its high per-unit sales volume, over-the-top auto-themed décor and the cult-like following inspired by its award-winning wings.

“We believe that our planned national franchised development of the Quaker Steak & Lube brand offers accredited investors a unique investment opportunity. Our systemwide sales in 2004 will exceed $50 million,” says Stack.

Currently, Quaker Steak & Lube operates two sizes of casual dining facilities: a 10,400 square foot unit with 350 seats plus a large patio on three acres, and a 8,200 square foot unit with 260 seats and a large patio on two acres. Each restaurant has customized interiors developed by the local franchise owners, with support from a professional team of outside design experts. Most locations have at least three distinctive bars with their own unique décor. There are also two limited service location in Heinz Field and PNC Park in Pittsburgh, homes of the NFL Steelers and MLB Pirates. The company also includes one fast-food location in Boardman, OH.

“We plan to develop over sixty franchised and company owned locations and create a restaurant system with annual sales exceeding $260 million by the end of 2008,” adds Stack.

The Quaker Steak & Lube Story

In 1974, the original Quaker Steak & Lube opened in a converted gas station in Sharon, PA. Originally founded as an innovative cook-your-own-steak restaurant, the popularity of the Quaker Steak & Lube buffalo-style chicken wings soon took center stage, and by the early 1980’s Quaker Steak & Lube was known as the place for award-winning wings and beer in a fun and outrageous automobile and motorcycle-themed atmosphere.

Today, "The Lube" serves over 30 million wings annually, has 16 bottled sauces for retail sale, has won the title of "Best Wings USA," and has over 100 local, national, and international awards for their sauce recipes. Most recently, Quaker Steak & Lube was named the Official Chicken Wing of Lowe’s Motorspeedway in Charlotte, NC.

In the past few months, Quaker Steak & Lube has successfully rolled-out a new tastes menu featuring great steaks, burgers, ribs, salads and appetizers. Combined with their on-going, weeknight events such as Bike Nite, Family Night, All-You-Can-Eat Wing Night and Cruise-ins, as well as their weekday lunch buffets, Quaker Steak & Lube is a great place to refuel and recharge.

Quaker Steak & Lube shares in co-promotional sponsorship programs with Lowe’s Motorspeedway, the American Motorcyclist Association, MAC Tools, and Corsa Performance. It is also heavily involved in racing with sponsorships of both ARCA and IHRL cars.

Visitors to Quaker Steak & Lube restaurants are amazed by the auto and racing memorabilia on display, including full-size race cars and vintage motorcycles attached to the walls and ceilings. The loyal customer following of the Quaker Steak & Lube concept led the company to franchise in 1997.