New Stores in Tidewater, Newport News and Portsmouth

New Construction

Presidents Leadership

Thoughts for the Spirit-James Purcell

Silver Spring, MD- SFG has opened its 13th and 14th Popeyes in the Tidewater Market.

The 13th Popeyes opened at Jefferson Avenue, February 12 in Newport News to a new and excited customer base.

Bruce Smith attended the opening and greeted customers

Jefferson Avenue, OMNI 10, situated in a very densely populated community averages more than 52,000 cars a day and is situated on property owned by Saratoga Land Development Company. The new Social Security Administration building and a new comfort style suites motel are both located near the Popeyes.

Churchland, OMNI 9, opened March 2 and is located on the pad a Churchland Shopping center, Portsmouth, Virginia.

Like the Jefferson Avenue property, Churchland is situated on property owned by Saratoga Land Development Company.

This marks the 14th Popeyes opened by SFG in 26 months.

SFG will open 5 new Popeyes before year-end 2002. SFG has also announced that it has formed SFG IV, LLV and will complete its Tidewater Development with five new stores in 2003. This means that the SFG buildout of the market is four years ahead of schedule.

Special Points of Interest

SFG refinances the first six Popeyes in Tidewater through Textron Financial

AFC Fourth Quarter Earnings Rise 27 Percent

AFC reports that it will open 400 to 500 new franchise restaurants in 2002

SFG has two new stores about to go under construction opening in June and August 2002

Texas-based Brann Forbes takes over Tidewater advertising account for SFG/Popeyes

SFG plans to close 2002 with 18 stores in Tidewater and 6 in North Carolina that SFG manages for AFCE

John Luther begins another successful year as President of Popeyes/AFCE

NOVA 1, NOVA 2, OMNI 1, NOVA 3, get Heritage facelift after two years in service

EMPLOYEE SPOTLIGHT

- Joe Sevall -

Sr. Vice President Operations

Joe Sevall is a sixteen year veteran of the Popeyes system having built several regional franchises into prominent regional and national leaders. Joe joined SFG in March 2001 and has made a dramatic and exemplary impact on the business from operations to marketing. Joe places a great deal of emphasis on training managers, focusing on details and basics. He demands perfection and understanding of the business from food ordering to preparation, service, quality and value. Joe is "spotlighted" for his contributions both to the business as Popeyes and to the employees with whom he works to improve themselves professionally and personally.

BUSINESS FOCUS

Jack Welch, in his book "Straight from the Gut," - His observations on business development.

Men could not reduce strategy to a formula. Detailed planning necessarily failed, due to the inevitable frictions encountered: change events, imperfections in execution, and the independent will of the opposition. Instead, the human elements were paramount: leadership, morale, and the almost instinctive savvy of the best generals"

Quoted from Von Clausewitz
"On War"

Saratoga Food Group, LLC

8605 Cameron Street

Suite 514

Silver Spring, MD, 20910

Phone:301-585-4870

Fax:301-585-5513

E-mail SFG Here

Creating Excitement through People and Careers

The Spirit of Life newsletter is prepared and published by Saratoga Food Group, LLC bi-monthly and I intended for members of the SFG family of supplies, employees, investor, industry associates and funding entities. Any reproduction, duplication or publication of material that is used for purposes other than as originally intended must receive proper footnoting and/or reference.

Concerns, comments, submissions should be directed to SFG online at

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Watch for the Growth in 2002 of

Saratoga Land Development Company, LLC

SFG's 16th store will be located in Chesapeake at the Indian River Shopping Center. This unit is targeted to open August 2. It will be the second store in Chesapeake. Both stores are under SFG III, LLC.

This will mark the first Popeyes in the Suffolk market. Other previous sites were reviewed and determined to be inadequate for location and access.

North Carolina's operations continue to show improvement and received awards for the quarter. Receiving recognition was: Nellie Leigh, Manager of the Quarter.

Virginia Awardees were: Store of the Quarter - Langley Square, GM of the Quarter - Francine Langford, Employee of the Quarter - Anita Mercer, Manager of the Quarter - Tammy King.

The new members are: Maurice Kearney, JANAF, Rosa Parker, St. Pauls Blvd., Joshua Frankie, Langley Square, Patrice Jones, Newmarket.

The four new honorees join the first four Council members and will provide continuing support and input regarding employee level interaction for bettering the company standards. The Council was treated to a boat cruise, luncheon and entertainment aboard the "Spirit of Norfolk" in February.

Saratoga Food Group, LLC was created in January 1998 in order to expand, develop, build and operate Popeyes Chicken & Biscuits restaurants on the eastern seaboard. SFG is comprised of some of the most experienced franchise executives in the world and has a proven track record in the fast food industry generating an impact in its area of dominance-The Hampton Roads area of Virginia.

SFG has chosen the "Spirit of Life" statue as its logo. The statue, created in 1912 and erected in Congress Park, Saratoga Springs, New York in 1914, is a symbol of the creativity, perseverance and enthusiasm of a man and woman in pursuing the entrepreneurial dream in honoring integrity and individualism.

SFG accepts investors as subscribers, and organizes and manages LLC's that in turn own and operate the Popeyes restaurants. Subscription packages, investment letters, operating agreements and prospectus books may be obtained by contacting the company offices.

Spirit of Life is a publication of SFG and is used solely for marketing and informational purposes. It is distributed to managers, store personnel, selective individuals, groups and the investment community.