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Marty Price is an amazing guy. He's a CPA who's a forensic accountant, which means he knows how to take a company and turn it upside down and shake it. He knows what to look for. He knows how to find it. In the year-and-a-half we worked together, I learned a lot. It was a tremendous education. All the more so because Marty was costing me a hundred and fifty bucks an hour: serious motivation to accelerate my education. I quickly learned to do most of the work myself and use Marty as a sounding board.

Letter of Recommendation from Martin T. Price, CPA
60 Concord Street
West Hartford, CT 06119

May, 1999

TO WHOM IT MAY CONCERN:

Whatever Bob Livingstone does next, I’d like to be part of it, and he knows it. We worked together for over a year, in 1997-98, pursuing and structuring acquisition deals to expand Easy Bake Foods, Inc. and build a solid base on which to grow the company, which was being outgunned on price and suffering from margin erosion.

Some background on myself. I’ve been an accountant for 26 years. I’ve represented companies and stockholders in mergers, acquisitions and sales of businesses. I have negotiated buys-ins, buy-outs, dissolutions, purchases and sales of businesses and have advised individuals and attorneys in the formation of plans of reorganization (formal and informal).

I’ve been a speaker and conducted seminars in crisis management, business planning and financial planning for various organizations. I have written numerous articles for various publications on topics such as Internal Controls: More than "Watching the Till," Buying and Selling a Business and Improving Your Bottom Line. I am a graduate of Bentley College with a Bachelor of Science in Accounting.

Bob brought me into the company as a consultant to work with him on an excellent acquisition strategy he had already devised. My contribution was to help him navigate through the process of getting at sometimes-sensitive financial information in privately held companies, how to interpret and utilize financial data, and to understand the issues of small business owners.

He was a quick study. He prepared all of the pro formas, dealt with venture capital firms, wrote the business plans, communicated persuasively with acquisition candidates and was skilled at getting close and comfortable with them. His communications and sales skills, coupled with his ability to work through and understand the financials, made him very effective.

We were ready to close on one deal, a $20 million cookie company, and Bob had two out of four partners in another, smaller bakery firm ($6 million) ready to accept our offer. Funding became a problem. Commitments had been made to us by people who were known to Bob through prior funding deals. Nonetheless, they experienced internal problems at the eleventh hour that tied up over $100 million in funding in their pipeline and there was absolutely nothing we could do about it. We lost the cookie company deal before we could arrange new funding, and as a result, given the chance to stop and reflect as a group, we concluded that without that base on which to build, and that somewhat unique company, we did not want to be in the bakery business.

Bob’s company was not a bricks-and-mortar company and therefore had value only to the extent that value was placed on his customer list (a limitation we were trying to change). He sold off the Easy Bake business, not the company, in pieces to the co-packers who were making his products. Given the shrinking margins in a business that was increasingly dominated by low-cost, high volume producers, plus the fact that customers were moving to price not quality as their main determination, I believe he made the right move. Indeed, I always thought that given his background in media and communications companies, the bakery business was not his best move, even though he and his wife had been very successful in building a business fast from scratch.

If I can be of help, my number is 860-232-1469. My e-mail address is MTPCPA@hotmail.com.

Sincerely,

Martin T. Price, CPA

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