7-Eleven® is among the world's premiere convenience store retailers with a long and proud

history that dates back over 75 years. We have been a leader in the franchise industry for more
than 40 years since we purchased 127 franchised Speedee Mart stores in California in 1964.

Today, over 3,300 U.S. stores are operated by Franchisees who are dedicated to giving 7-
Eleven customers what they want when they want it, by providing:

a reliable, fresh assortment of high-quality products

speedy transactions
every day fair prices
a clean, safe and friendly environment in which to shop.

Why Become a 7-Eleven Franchisee?

7-Eleven Franchisees are independent contractors, who through a special agreement with 7-
Eleven, Inc. operate 7-Eleven stores in certain areas of the United States.7-Eleven, Inc. owns or
leases the building and the equipment inside the store. The Franchisee then leases or subleases
the fully equipped and stocked store from7-Eleven , Inc. Many will sell gasoline and feature pay-
at-the-pump credit card readers.

The Sign of Opportunity

7-Eleven provides opportunities for entrepreneurs with retail and management experience to
operate their own convenience store with the leading name in the business:
7-Eleven franchise system - Are you a goal-oriented individual who wants to grow with a well-
established retailer? Check this out!
Business Conversion Program - Are you an independent store operator who would like to
convert your business into a 7-Eleven store? Learn more now!

The 7-Eleven Franchise System is like no other in the country. It is a proven retail operation with a
world-famous trademark, and the average initial cash investment is reasonable. Best of all, 7-Eleven
Franchisees receive assistance and support along the way.

A System Recognized by the Experts

The experts agree. The 7-Eleven Franchise System is among the best. 7-Eleven has received a
number of accolades for its business performance and franchising opportunities, including:
The first place ranking in Convenience Store News’ Top 100 Franchise Chains for 2005 (also
taking top honors for 2003 and 2004)

Selection as Chain of the Year for 2005 by Convenience Store Decisions magazine
 14 years on Hispanic Magazine’s Top 100 Companies providing the most opportunities to
Hispanics

Inclusion among the Top 25 Franchises for Hispanics in 2005 by Hispanic Trends Magazine

A ninth place ranking in Enterpreneur magazine’s Top 500 Franchises® for 2006

How the System Works:

7-Eleven, Inc. buys or leases the land on which the 7-Eleven store sites. When the company
develops the site, the investment can range from $1 million to $2 million per store, depending
on land costs and whether the store will sell gasoline. 7-Eleven® also buys the store
equipment and pays the utilities. The Franchisee leases or subleases a fully equipped 7-
Eleven® store.

The 7-Eleven Franchisee is responsible for ordering, buying and maintaining inventory; hiring
and training employees, as well as payroll, cash variation, supplies, certain repairs,
maintenance and other controllable in-store expenses.

7-Eleven maintains an "open account" for each Franchisee. This "revolving" account is
credited with each day's receipts and debited with store purchases, operating expenses and
other activities, and it includes the outstanding balance of any loans that 7-Eleven has made to
the Franchisee.

What the Franchisee Receives from 7-Eleven:

A comprehensive 6-week training program on the operation and management of a 7-
Eleven®store.

An assigned Field Consultant who visits with the Franchisee at least once a week for several
hours to provide counsel on every aspect of business. However, all store decisions are made
by the Franchisee.

Monthly financial and marketing records prepared by 7-Eleven for the Franchisee's individual
store, including profit-and-loss statements, balance sheets, etc.

A President's Leadership Council made up of Franchisees and 7-Eleven management. This

organization gives Franchisees a voice in issues of national interest. Many important changes
have been made to the 7-Eleven system through advisory councils and other local Franchisee
forums.

7-Eleven may provide various forms of advertising for the 7-Eleven® stores as well as its
products and services, ranging from broadcast and print media to point-of-sale signage. In
addition,7-Eleven also may support some of the Franchisee's promotional and community
 relations endeavors.

7-Eleven provides individual contractual indemnification to Franchisees to help protect them

from many of the risks against which most small business persons must insure, often at
considerable expense.

7-Eleven's Proprietary Store's Information System:

Provides Franchisees with a proprietary retail computer system that gives them valuable store
information in an accurate, timely manner. It includes a state-of-the-art ordering system and
electronic scanning cash registers.

Is a sophisticated system that automatically collects daily merchandise sales, plus money
order and other transaction information, and uses it to prepare sales and inventory reports.

Tracks employee payroll information and helps prepare daily cash reports. It automates much
of the store's daily record keeping and provides Franchisees with information on product sales
so they can do a better job of ordering the products their customers want.

Fees and Expenses:

The Franchisee pays a one-time initial franchise fee to 7-Eleven (averaging approximately
$70,000, depending on the store's gross profit, but that may vary significantly depending upon
the area).

A Franchisee is required to make an initial cash payment to 7-Eleven in an amount equal to

the cost of the store's initial inventory, supplies, business licenses, permits, bonds and cash
register fund. 7-Eleven will finance the Franchisee's continuing operating expenses. A typical
initial cash payment to 7-Eleven for a franchise is about $89,000, but again, that may vary
significantly depending upon the area.

A prospective Franchisee may wish to purchase an existing 7-Eleven Franchisee's interest in

his or her store for which the prospective Franchisee must negotiate a price with the current
Franchisee. This is called a "goodwill" sale. The "goodwill" price is paid to the existing
Franchisee and would be over and above the typical initial cash payment made to 7-Eleven.
 7-Eleven Franchisees are independent contractors, and 7-
Eleven'srelationship with them is multi-faceted. The company is
not only a franchisor, but also serves as landlord, financing
source, business advisor and record keeper to the Franchisee.

Case Study: 7- Eleven: Strategies For Success

NEW YORK -- Jim Keyes, president and CEO of 7-Eleven Inc., spoke at Merrill Lynch's Retailing
Leaders: Household Products and Cosmetics Conference in New York on Wednesday,
highlighting the company's successful transformation of its business model. "We are
transforming dramatically what was a good business into what we believe can be a great
business with growth opportunities, now that we've fixed the business model to be able to
continue improving our traditional business while adding new segments like fresh foods or
services," Keyes said.

According to Keyes, proof of success is evident in the company's operating statistics, namely
that it is in its 34th quarter of improved same-store sales. The key to 7-Eleven's successful
model, Keyes explained, has been to enact a centralized business strategy to leverage the
company's buying power. "We decided to concentrate all of our stores in geographic areas that
allow us to support our stores with a much more effective daily distribution system -- a nationwide
network of commissaries, bakeries, fresh food, facilities in each market," Keyes said. "So it's a hub-and-spoke
system that is dramatically different."

Another successful strategy for the company has been its 12-week training programs designed to put more
decision-making tools in the hands of store operators, according to Keyes. "It's a centralized
entrepreneurialism that we're trying to foster as individual stores make individual product decisions," Keyes
said. "We have technology to have every item, every day, measured and tracked in eachstore. Yet our
challenge remains the people?giving our folks the training and tools necessary to make better buying
decisions."

In addition to its focus on same store-sales, Keyes said an equally important aspect of the business model is
the company's ability to be "proactive" by implementing new products and partnering with manufacturers to
extend product life cycles....