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Matrix Announces Details Related to Uni-Marts Stalking Horse Bid

BALTIMORE, MD – September 8, 2009 – Matrix Capital Markets Group, Inc. (“Matrix”) has provided further details on the Uni-Marts Bankruptcy Stalking Horse Bid. Kwik Pik, LLC (“Kwik Pik”), an affiliate of Lehigh Gas Corporation, was approved as the Stalking Horse Bidder in the Uni-Marts Bankruptcy Asset Sale by the Delaware District of the U.S. Bankruptcy Court last week.

As previously reported, the Kwik Pik Agreement (“Agreement”) provides for a purchase price of $10 million for the Ohio assets and $6.7 million for the assets located in Pennsylvania and New York. The proposed transaction should close towards the end of October if Kwik Pik is declared the ultimate winner at the conclusion of the auction process.

Under the Agreement Kwik Pik is obligated to close the transaction at those values or higher as the Agreement is “as is where is” without any environmental, financing, or other contingencies. Additionally, no purchase price reductions are permitted as Kwik Pik has waived the rights to any further due diligence. Kwik Pik is also subject to forfeit a $500,000 escrow deposit if they do not close on the transaction.

The Agreement also provides the estate with an opportunity to increase the value above $16.7 million. Under the Agreement, single store and small group bidding will be permitted on all of the Uni-Marts assets. There are one-hundred and thirtyone assets included in Kwik Pik’s “all or none” provision while seventy-six assets are not covered by the “all or none” provision ensuring prospective buyers who are interested in acquiring one or two stores that they can compete for the asset(s) without facing the constraints of an “all or none” bid.

Minimum Bids for the assets have been adjusted to conform with the Kwik Pik Agreement. The total for all of the Minimum Bids in Pennsylvannia and New York has been revised to $6.8 million, which includes the $6.7 million purchase price plus a $100,000 break-up fee if Kwik Pik is not selected as the winner at auction. The net adjustment is reflected in the Minimum Bids for the fuels distribution assets, which have been revised down from $1.28 million to $876,000. The total of the Minimum Bids for the Ohio assets remains $8.6 million.

Tom Kelso, managing director and principal of Matrix, noted “this sale process, like all sale processes run by Matrix, is developed to maximize the value for the assets included in this particular sale and is not a one size fits all process. The Kwik Pik Agreement allows us to create an auction process designed to ensure we have a competitive auction and to maximize the value for the company’s creditors.” The live auction is scheduled for September 23, 2009 in Wilmington, Delaware.

About Matrix’s Energy & Multi-Site Retail Group
Matrix’s Energy and Multi-Site Retail Group is recognized as the national leader in providing transactional advisory services to companies in the downstream energy and multi-site retail sectors. Team members are dedicated to these sectors and draw upon complementary experiences to provide advisory services to complete sophisticated merger and acquisition transactions, private debt and equity raises, corporate restructurings, and corporate valuation and long term planning engagements. Matrix’s dedicated group has successfully advised on over 50 transactions in these sectors.

About Matrix Capital Markets Group
Matrix Capital Markets Group, Inc. is an independent, advisory focused, privately-held investment bank headquartered in Richmond, VA. Since 1988, Matrix has provided merger & acquisition and financial advisory services for privately-held, private-equity owned and publicly traded companies. Our primary advisory services include company sales, asset divestitures, recapitalizations, management buyouts, capital raises of debt & equity, corporate recovery, fairness opinions and valuations. Matrix has served clients in a wide range of industries, including industrial manufacturing and distribution, building products, business services, consumer products, healthcare, lumber and petroleum marketing & distribution. For additional information, please visit www.matrixcmg.com.

Securities offered by Matrix Private Equities, Inc., an affiliate of Matrix Capital Markets Group, Inc., Member FINRA, SIPC.