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BOOSTER JUICE FRANCHISE OFFERING CIRCULAR

ITEM 1 THE FRANCHISOR. ITS PREDECESSORS AND AFFILIATES

To simplify the language in this offering circular the words "we," "our," and "us" refers to Booster Juice Limited Partnership, the Franchisor. "You" or "your" means the person, persons or entity who buys the franchise. "Developer" refers to the developer of an area under a Regional Development Agreement (RDA). If you are a corporation, partnership or limited liability company, certain provisions of the franchise agreement (Franchise Agreement) will also apply to that entity's owners. The franchise business that you will operate will sometimes be referred to as the "Business" or "stores."

The Business

Booster Juice stores offer to the public a wide variety of fresh fruit and vegetable juices squeezed-to-order; smoothies; "Boosters®" (consisting of a variety of powered nutritional supplements which can be added to a drink ("Booster"®); soups; Italian panini sandwiches; quesadillas; wheatgrass; yogurt and yogurt products; muffins; teas; fruit salads; nutritional products; as well as other ancillary food products to be added to the menu from time to time, all as designated by us (the "Products") which shall be sold in connection with our trademarks, service marks, trade name and logotypes (the "Marks") and in accord with our distinctive methods In this circular, the operation of a Booster Juice store is sometimes referred to as the "Business." Booster Juice customers come to the store for breakfast, lunch, snacks and dinners. They typically are health conscious and are interested in obtaining fresh and nutritious foods. Booster Juice stores are cheerful and our staff is knowledgeable as to the benefits of the Products.

You, as a single store franchisee or the Developer under a Regional Development Agreement, will pay us the cost to build-out each location (as selected by you and consented to by us) and we will build out the store in the location you find as a "Turn-key Operation." ( See Items 7 and 11 below and Franchise Agreement, Section 3.05). A "Turn-key Operation" means that we will: design the store using our plans and architects; pay for all permits required to build-out the location; hire and pay all contractors; supply the store with the initial requirements of furniture, fixtures, equipment, point-of-sale software and hardware, paper products, signs, utensils, and tools; and deliver the initial 3 to 4 day supply of perishable goods necessary to open for business the day we turn over the location to you. We will not supply permits or licenses required to operate the business, pay applicable taxes, provide insurance or furnish any other items not specifically listed above, all of which are your responsibility and expense. You will be required to place, at your expense, an order for perishable goods on the first day of operation.

If you are a Conversion Franchisee, you will pay us the cost to build-out your location and we will deliver to you a turn-key business (Conversion Turn-key) (See Item 7 and 11 below and Conversion Addendum, Exhibit I). The Conversion Turn-key means that we will: re-design the store to our then current standards using our plans and architects; pay for all permits required to build-out the location; hire and pay all contractors; supply the store with the initial requirements of furniture, fixtures, equipment, point-of-sale software and hardware, signs, paper products, utensils and tools; and will augment your current perishable inventory with perishable inventory required for operation

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of the business on the day we turn over the location to you. We will not supply permits or licenses required to operate the business, provide insurance, pay applicable taxes or furnish any other items not specifically listed above, all of which are your responsibility and expense. You will be required to place, at your expense, an order for perishable goods on the first day of operation.

We offer 3 types of business programs:

1. Single Store Franchise: The single store franchise offers you the opportunity to open a single store in a location selected by you, subject, however to our prior express written consent. The store may be located in a shopping mall or strip mall. You will be required to sign the franchise agreement ("Franchise Agreement"), a copy of which is found at Exhibit B, and other documents.

2. Conversion Franchise: If you are not a Booster Juice Franchisee, but already own a similar business and desire to convert it to a Booster Juice Business ("Conversion Franchisee"), we will reduce the initial franchise fee to $15,000. If you are a Conversion Franchisee, you will be required to sign the Franchise Agreement with a Conversion Addendum, and other documents.

3. Regional Development Agreement: We also offer franchises for Regional Developer Businesses to certain qualified persons. Under the Regional Development Agreement (the "RDA"), a copy of which is attached as Exhibit J. The Regional Developer agrees to have open and operating, either itself or through franchisees solicited by Regional Developer and consented to by us, a specified number of Booster Juice stores within a specified geographic area (the "Development Area"), according to the schedule contained in the RDA (the "Minimum Development Obligation"). Each Regional Developer will also assist us in rendering certain services (including training, opening assistance and ongoing supervision) to those franchisees within the Regional Developer's Development Area. As compensation for these services, the Regional Developer receives a portion of fees paid by franchisees located in its Development Area. (See Items 5 and 6 of this Offering Circular). Regional Developers must own and operate at least one Booster Juice location in the Development Area which shall serve as a prototype store and training facility. We began offering franchises for Regional Developer Businesses in November of 2004,

The market for our Products is continuing to develop, though there are several established competitors, some of which have more stores, and a higher level of name recognition, than we do in many markets. You will be competing with businesses that offer similar or competitive products, including fast food restaurants, stand-alone carts and kiosks in malls, and businesses dedicated to the same product mix as are offered by Booster Juice stores. As with all retail business opportunities, the location of your store, local advertising, and your management skill, experience and business acumen will be important factors in your ability to compete.

You should also understand the following business realities: A Booster Juice Business, like many franchises, involves substantial risks, which can never be completely eliminated. Any volume, profit and possible success are primarily dependent on your ability and efforts as an independent business operator, as well as the degree to which you follow the Booster Juice Licensed Methods. Among

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other things, you'll be responsible for an aggressive, proactive local marketing effort using techniques consistent with the Booster Juice Licensed Methods. Finally, entry into any business venture unavoidably involves some irreducible risk of loss or failure. The purchase of a Booster Juice Franchise (or any other franchise") is a speculative investment, significant investment beyond that outlined in this Offering Circular maybe required to succeed, there are no guarantees of success and the most important factors in the success of any Booster Juice Franchise Business, including yours, are your personal business, marketing, management, judgment and other skills and your willingness to work hard and diligently follow the Booster Juice Licensed Methods. Neither we nor anyone else can guarantee your success.

The Franchisor, its Predecessors and Affiliates

We do business under the name of Booster Juice Limited Partnership or Booster Juice, and do not do business under any other name. We are an Oregon limited partnership established September 26,¹2003, and the partnership is managed by AW Holdings, Inc., a Nevada corporation established in 2000. On October 1, 2003, Booster Juice Limited Partnership received all of the assets from AW Holdings Inc. in a reorganization under the same management for tax purposes. Prior to October, 2003, we did business as AW Holdings Inc., a Nevada corporation established in 2000. Our principal place of business is 4949 Meadows Road, Suite 375, Lake Oswego, Oregon 97035. We have not offered franchises in any other line of business.

Prior Business Experience

We do not currently operate any Booster Juice stores in the United States. Mr. Amack and Mr. Wishewan are the sole shareholders in a Canadian corporation called AW Holdings Corp. ("AW Holdings of Canada") which both owns and franchises stores similar to those offered in the United States. Currently there are over 120 units opened, 5 of which are company owned.

Industry-Specific Regulations

There are no regulations specific to the operation of this type of business. There are however, municipal, county and state rules, statutes and health regulations regarding the operation of a food service business. You must comply with all such rules, statutes and regulation. Further, you must comply with all local, state and federal laws concerning employment, taxation, workers compensation insurance, choice of business entity, and the like which may affect your business. You should familiarize yourself with these laws.

Affiliates of the Franchisor

As stated above, Mr. Amack and Mr. Wishewan are the sole shareholders in AW Holdings of Canada. We contract with AW Holdings of Canada to provide some services that will be used to operate our business here. Mr. Amack and Mr. Wishewan are also the limited partners of an Oregon limited partnership called A. W. Limited Partnership, which is managed by its general partner, AW Holdings, Inc., a Nevada corporation.

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Agent for Service of Process

The agents for service of process in various states are found at Exhibit A.

ITEM 2 - BUSINESS EXPERIENCE

President and Chief Executive Officer: Jonathan J. Amack

In 1999, Mr. Amack co-founded AW Holdings Corp., a Canadian corporation doing business as Booster Juice in Canada. He held the office of Chief Executive Officer until early March 2002 when he began preparation for opening franchises in the United States under Booster Juice Limited Partnership, an Oregon Limited Partnership. Mr. Amack continues to serve on the Board of Directors for AW Holdings Corp. of Canada (Booster Juice) which currently has over 120 locations open.

Director and Co-Founder: Dale S. Wishewan

From 1992 to 1999 Mr. Wishewan was the International Technical Sales manager for the Edmonton Exchanger, a Canadian corporation which sells pressure vessel components on the international market. In 1999, along with partner Jon Amack, Mr. Wishewan co-founded AW Holdings Corp. and has held the office of President since that date. Mr. Wishewan now holds the office of Chief Executive Officer for AW Holdings Corp. in Canada.

Marketing Manager: Brian Leon

Prior to joining us in July of 2002, from 1993 to 2002 Mr. Leon was President & CEO of The Great Canadian Bagel, Ltd., located in Mississauga Ontario. During this time he oversaw the development of the chain from 2 stores to over 100. From 1987 to 1993 Mr. Leon worked as a restaurant broker and franchising recruiter with Toronto based Marsh & Co. Ltd. where he was involved in the resale, franchising or site selection of over 200 food service businesses. Mr. Leon is the Vice-Chairman of the Board of Directors of The Canadian Franchise Association, and is Vice-Chairman of Canadian Feed the Children, a registered charitable organization dedicated to eradicating the impact of poverty on children both in Canada and internationally. Mr. Leon currently serves as the Executive Vice-President of AW Holdings Corp. of Canada,

Director of Operations: Shawn Pattison

In 1992- 2000 Mr. Pattison started as an operator working for Panago Pizza corporate head office as a Field Operations Expert. His responsibilities included the Western Canada development and corporate store openings. In 2001 Mr. Pattison was given the additional responsibility of the China expansion project. This expansion included the opening of 4 stores in Beijing through the years of 2002 - 2003. Mr. Pattison has personally opened 17 Panago Pizza locations during the years of 1993 - 2003 and continues to run them with partners in each location. In 2001 Mr. Pattison started a Management company called P.I. Management that specializes in restaurant management for franchisees. Mr. Pattison currently is a Director in PI Management but not in an active day to day roll.

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Manager of Training : Dion Kunellis

In the early spring of 2001 Mr. Kunellis became the first franchisee in Eastern Canada for Booster Juice. For the next 5 years he purchased 3 more stores in the Ottawa Canada area. In 2006 Mr. Kunellis accepted a position at corporate office as manager of training. He sold all of his stores in Ottawa to facilitate his move to the Edmonton, Alberta, Canada Booster Juice office.

ITEM 3 - LITIGATION

There is no litigation that is required to be disclosed in this Offering Circular.

ITEM 4 - BANKRUPTCY

No person previously identified in Items 1 or 2 of this Offering Circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item.

ITEM 5 - INITIAL FRANCHISE FEE

Single Unit Franchise

We charge a $30,000 initial franchise fee for the first franchise and a $20,000 initial franchise fee for each additional franchise if purchased at the time of the initial franchise fee. You must pay us the initial franchise fee in a lump sum when you sign the Franchise Agreement. The initial franchise fee is fully earned by us when you sign the Franchise Agreement and is not refundable under any circumstances.

A single unit owner will pay us the cost to build-out your location and we will build out the store in the location you find as a "Turn-key Operation." See Items 7 and 11 below and Franchise Agreement, Section 3.05.

Regional Development Agreement

If you sign an RDA, you must pay a development fee ranging from $110,000 to $600,000. The amount of the development fee depends on the size of your Development Area, its demographic characteristics, and the number of Booster Juice locations we believe the Development Area can sustain. You must pay the development fee in a lump sum when you sign the RDA. The development fee is fully earned by us when you sign the RDA and is not refundable under any circumstances. If you are a Regional Developer and perform all of your obligations, you will receive 50% of the initial franchise fees and 50% of the royalties actually paid by Franchisees you recruit and service in the Development Area.

Conversion Franchisee

If you are not a Booster Juice franchisee, but already own a similar business and desire to convert to a Booster Juice Business ("Conversion Franchisee"), we will reduce the franchise fee to $15,000,

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which is payable at signing of the Franchise Agreement (Franchise Agreement, Section 1.04, and Addendum found at Exhibit I.) If you are a Conversion Franchisee, you will be required to sign the Addendum to the Franchise Agreement found at Exhibit I.

ITEM 6 - OTHER FEES

The following table reflects Other Fees payable by Franchisees.

Name of Fee (see	Amount	Due Date	Remarks
note 1)
Royalty	6% of monthly	Monthly electronic	Payable by Automatic
	Gross Receipts from	funds transfer (EFT),	Debit method only. 1.5%
	all sales at the	reconciliation due by	interest per month
	Business.	10:00 am on the 10^th	(minimum) charged on
	(see note 2)	day of the current	overdue payments. 10% of
		month for the	the royalty then due
		preceding month's	charged as a penalty for
		activities (see note	late receipt of monthly
■		2).	reconciliation.
National	2% of monthly	Monthly electronic	Payable by Automatic
Advertising/	Gross Receipts from	funds transfer (EFT),	Debit method only. 1.5%
Marketing Fund	all sales at the	reconciliation due by	interest per month
	Business.	10:00 am on the 10^th	(minimum) charged on
		day of the current	overdue payments. 10% of
		month for the	the royalty then due
		preceding month's	charged as a penalty for
		activities (see note	late receipt of monthly
		2).	reconciliation.
Local Advertising	1.5% of monthly	None.	Must be expended on a
Allocation	Gross Receipts from		monthly basis or as per
(see note 3)	all sales at the Business.		agreed in writing.
			Must be spent Dy you on the promotion and advertising pt the grand _nopening within 45 days of opening
Grand Opening Fee	$1,000	None

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Name of Fee (see note 1)	Amount	Due Date	Remarks
Audit and cost of enforcement	Cost of inspection or audit. All costs including auditing and attorney's fees plus 18% interest per annum (minimum) on underpayment.	As incurred (or 30 days after billing).	Payable only if you underpaid your Royalties by 1% or more.
Transfer Fee	$5,000 per transfer.	Upon request to evaluate transferee(s)	Payable by you when the transfer request is made. Is paid only once.
Transfer Training Fee	$5,000 per training session.	Prior to consummation of training.	Payable by you. Covers 2 trainees. Non-refundable.
Products, Materials and Supplies	Will vary.	Upon delivery or as agreed.	We may charge you for supplies, Products and materials you purchase through us and/or for the cost of shipping such items.
Late Charges	Greater of 1.5% per month or highest rate of interest allowed by law.	As incurred.	Interest charges accrue on all late balances and are in addition to any late payment penalties.
Additional and Refresher Training	Then-current published rate.	As incurred, prior to training.	We train two people as part of the Initial Franchise Fee. Any additional training or mandatory refresher training programs may be subject to a tuition fee (at the then current published price). All costs for the training including travel and lodging will be paid by you. See Item 11.
Additional Assistance	Then-current published rate.	As incurred, prior to assistance.	We provide certain ongoing assistance free. See Item 11.

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Name of Fee (see note 1)	Amount	Due Date	Remarks
Renewal Fee	$5,000.	30 days before the end of the initial term of the Franchise Agreement.
Attorneys' Fees and Costs	Will vary under circumstances.	As incurred.	Payable upon your failure to comply with Franchise Agreement.
Indemnification	Will vary under circumstances.	As incurred.	You have to reimburse us if we are held liable for claims arising from your Booster Juice Business.
Supplier/Supplies Approval	None	We do not yet charge for our approval.	We do not now charge for our approval; but retain the right to do so in the future.

Explanatory Notes

Any interest owed begins to accrue from the date of the underpayment. Any fees paid to us are nonrefundable unless otherwise noted.

1. All fees are imposed by and are payable to us unless otherwise noted. All fees paid to us are non-refundable (Franchise Agreement, Section 1.04 and Article 4).

2. For the purposes of this Agreement, Gross Receipts ("Gross Receipts") shall mean and include the aggregate amount of all revenue received from all retail and wholesale sales at the Business of its inventory or supply of Products, whether for cash or credit. Excluded from the calculation of Gross Receipts shall be the amount of the discount given off the regular price of any Product in connection with the use of coupons or other discount promotions; and, federal, state or municipal sales or services taxes collected from customers and paid to the appropriate taxing authority. We reserve the right, on reasonable notice, to change the auto-debit payment and reporting schedules to weekly.

3. Each calendar month, you must spend 1.5% of your Gross Receipts on local advertising and promotion. You must make these expenditures directly, subject to our approval and direction. (Franchise Agreement, Section 11.03.2).

4. You must pay all amounts due by automatic debit. Before the Franchised Business is open, you must sign the documents we require to debit your business checking account automatically for the amounts due. We then will debit your account for the Royalty payments, Marketing Fund contributions and other amounts you owe us. You must make funds available in your account for withdrawal before each due date. If you do not report the Store's Gross Receipts for any month, we may debit your account for 110% of the Royalty that we debited for the previous month. If the Royalty we debit is less than the Royalty you

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actually owe us (once we determine the Store's actual Gross Receipts for the month), we will debit your account for the balance on the day we specify. If the Royalty we debit is greater than the Royalty you actually owe us, we will credit the excess against the amount we otherwise would debit from your account during the following month, without interest.

5. We may designate a geographic area in which 2 or more Booster Juice Stores are located as an area for an advertising cooperative (an "Advertising Cooperative"). The Advertising Cooperative's members include all Booster Juice Stores operating in the region, including us and our affiliates, if applicable. All material decisions of the Advertising Cooperative, including contribution levels, will require the affirmative vote of 51% of all Booster Juice locations operating within the Advertising Cooperative's area (including those that we and our affiliates operate, if applicable), with each Booster Juice store receiving one vote.

This table reflects the Other Fees payable by Regional Developers. If you sign the RDA, you must also develop and operate at least one Booster Juice Store and will also incur the expenses listed in the table above:

Name of Fee¹	Amount	Due Date	Remark
Name of Fee¹
Renewal	$3,000 per operating unit in your region	Upon renewal	Due upon renewal of RDA
Transfer	2/3 of our then cunent initial franchise fee	Before transfer completed	Due upon transfer of RDA or controlling ownership interest in business entity franchisee
Replacement Copy of Manual	Currently $250	As incurred	If your copy of the Regional Developer Manual is lost, destroyed or significantly damaged, you must obtain a replacement copy at our then applicable charge
Costs and Attorney's Fees	Will vary with circumstances	As incurred	Due only if you do not comply with the RDA
Indemnification	Will vary with circumstances	As incurred	You must reimburse us if we are sued for claims relating to the operation of your Regional Developer Business or your Breach of the RDA

1. All fees are uniform and are imposed and collected by and payable to us. All fees are nonrefundable.

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ITEM 7 - INITIAL INVESTMENT

Booster Juice Single Unit

The following table contains an initial investment estimate for establishing a Booster Juice Store.

Expenditures	Low	High	When Due	Method of Pavment	Whether Refundable	To Whom Payment Is Made
Expenditures	Low	High	When Due	Method of Pavment		To Whom Payment Is Made
Initial Franchise Fee: a. Single Unit b. Conversion Franchise (see Note 1)	$30,000 $15,000	$30,000 $15,000	When you sign the Franchise Agreement	Lump Sum	No	Us
First Months Rental & Deposit (see Note 2)	$4,000	$30,000	As incurred	As agreed	No	Landlord
Turn-key Operation Conversion Turnkey (see Note 3)	$125,000 per unit $40,000	$244,000 per unit $85,000	Lump Sum	As agreed	No	Us
Assumed Tenant Inducement back from Landlord (see Note 4)	($12,000)	($12,000)
Insurance (first 3 months) (see Note 5)	$150	$450	Prior to Opening	As agreed	■No	Third Parties
Initial Training - Travel and Lodging Expenses	$1,200	$1,500	As incurred	As agreed	No	Outside suppliers
Grand Opening Advertising	$1,000	$2,000	As incurred	As agreed	No	Us/Third Parties
Professional Fees (see Note 6)	$1,500	$2,500	As incurred	As agreed	No	Third parties
Pre-Paid Expenses (See Note 7)	$2,500	$8,000	As agreed	Cash	No, except for deposits	Third parties
Additional Funds (3 months) (see Note 8)	$10,000	$25,000	As incurred	As agreed	No	Us/Third Parties

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Expenditures	Low	High	When Due	Method of Payment	Whether Refundable	To Whom Payment Is Made
Expenditures	Low	High	When Due	Method of Payment		To Whom Payment Is Made

TOTAL ESTIMATED INITIAL INVESTMENT a. Single Store b. Conversion Franchise (see Notes 9 & 10)	$163,350 $75,350	$331,450 $169,450

Explanatory Notes

1. We describe the initial franchise fee in Item 5 of this Offer Circular.

2. First Month's Rental and Deposit. You will customarily need approximately 800 to 1,300 square feet of commercial space for the operation of the Booster Juice Business. The cost per square foot of commercial space varies considerably depending on factors such as, but not limited to size, economic and market conditions, demand, and location.

3. A single unit owner will pay us the cost to build-out your location and we will build out the store in the location you find as a "Turn-key Operation." See Items 7 and 11 below and Franchise Agreement, Section 3.05. A "Turn-key Operation" means that we will: design the store using our plans and architects; pay for all engineered drawings if required, filing of permits required to build-out the location; hire and pay all contractors; supply the store with the initial requirements of furniture, fixtures, equipment, point-of-sale software and hardware, Computer and router, paper products, signs, utensils, and tools; and deliver the initial 3 to 4 day supply of perishable goods necessary to open for business the day we deliver the location to you. The Turn-key Operation will not supply permits or licenses required to operate the business, pay applicable taxes, provide insurance, or furnish any other items not specifically listed above. You will be required to place at your expense an order for perishable goods on the first day of operation.

A Conversion Franchisee will pay us the cost to build-out the location we will deliver to him a turn-key business ("Conversion Turn-key") (Item 7 and 11 below and Conversion Addendum, Exhibit I). The Conversion Turn-key means that we will: re-design the store to our then current standards using our plans and architects; pay for all permits required to build-out the location; hire and pay all contractors; supply the store with the initial requirements of furniture, fixtures, equipment, point-of-sale software and hardware, signs,

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paper products, utensils and tools; and will augment your current perishable inventory with perishable inventory required for operation of the business on the day we deliver the location to you. The Conversion Turn-key will not supply permits or licenses required to operate the business, provide insurance, pay applicable taxes, or furnish any other items not specifically listed above. You will be required to place at your expense an order for perishable goods on the first day of operation.

4. In many cases, a landlord will agree to either directly pay for, or reimburse the Tenant for costs it incurs in building out the property. This is called the "tenant finish allowance," "tenant improvement allowance" or "tenant inducement (TI)." Franchisor has assumed an estimated $12.00 per sq. foot at 1,000 sq. feet will be the average TI allowance given and is payable from the landlord to the franchisee/tenant. Depending on the location and negotiated TI, this will reduce the total investment required by the franchisee. (This is generally not applicable to a Conversion Turn-key.

5. Insurance: You must procure, maintain and provide evidence of certain insurance policies, which are described in Section 17 of the Franchise Agreement. Insurance is quoted on a per store basis.

6. Professional Fees: You must maintain accurate books and records, kept in accordance with generally accepted accounting principles. Within 10 days after the end of each month you must submit to us your financial statements for the preceding month. We can only estimate the amount of fees which you will be required to pay to an accountant should you need such assistance in the preparation of financial statements and tax returns for the Business. You should consult with your own accountant in order to determine the initial and continuing costs of complying with our reporting and bookkeeping requirements. Further you may need to retain an attorney to review the various leases for equipment and the leasehold.

7. Prepaid Expenses: This amount includes the estimated security deposits, utility deposits and the business license for your Business.

8. Additional Funds: This estimates the initial amount of expenses for your first 3 months of operation of the Business, plus a component of salaries for pre-opening personnel. This includes payroll costs, but does not include any draw or salary for you. This estimate also includes amounts incurred for equipment and store maintenance, taxes, utilities, royalties, miscellaneous supplies and similar operational expenses. These figures are estimates and we cannot guarantee that you will not need additional operating capital when running the Business. Your costs and the possibility of the need for additional working capital will depend on factors such as: how much you follow our methods and procedures; your management skill, experience and business acumen; local economic conditions; the market for your Products; the prevailing wage rate; competition; and the initial sales at the Business.

9. The law requires that we inform you of all the costs and expenses to operate your Business during its "initial phase" which is defined as 3 months or a longer period if reasonable in this industry. We are not aware of a longer period, which has been established in this industry and have therefore used the 3-month period to calculate our disclosures. We have relied upon the

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experience of our affiliates in operating Booster Juice Stores since 2003 to compile these estimates.

10. Miscellaneous costs to begin operations and other financial requirements may be more or less than the figures specified above, as a function of the size of business (staff, anticipated volume of business, etc.) which you intend to operate, the area in which you intend to operate and other factors, as mentioned above. Many of these factors are primarily under your control in your independent operation of your franchise businesses. We have made no provision for capital or other reserve funds necessary for you to reach "break-even" or any other financial position nor do any of these estimates include any finance charges, interest or debt service obligations. You should not assume that revenues from your customers will necessarily cover your initial (or other) expenses. You should review these figures carefully with a business advisor (such as an accountant) before making any decision to purchase the franchise.

Since costs can vary with each Franchisee, we strongly recommend that you (1) obtain, before you buy a franchise or make any commitments, independent estimates from third-party vendors and your accountant of the costs which would apply to your proposed establishment and continued operation of an Booster Juice Franchise Business, (2) discuss with current Booster Juice Franchisees their economic experiences (including initial costs') in opening and operating a Booster Juice Franchise Business and (3) carefully evaluate the adequacy of your total financial reserves.

Although we make no estimates or representations regarding financial performance of Booster Juice Franchise Businesses, we recommend that, in addition to the additional funds shown, you have sufficient personal savings and/or income so that you will not need to draw funds from your Booster Juice Franchise Businesses for at least 12 months after start-up.

We do not offer direct or indirect financing to you for any items.

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The following table contains an initial investment estimate for establishing a Regional Developer Business. If you sign the RDA, you must also develop and operate at least one Booster Juice Store and will also incur the expenses listed in the table above.

Expenditures	Low	High	When Due	Method of Payment	To Whom Paid
Development Fee (1)	$110,000	$600,000	When you sign the RDA	Lump Sum	Us
Lease Rent and Related (2)	$0	$9,000	As agreed in lease or sublease	Monthly	Landlord
Three Months' Marketing Expenses	$1,500	$6,000	As incurred	As incurred	Advertising sources
Training Expenses (3)	$1,000	$5,000	As incurred	As incurred	Third Parties
Additional Funds - 3 months (4)	$10,000	$10,000	As incurred	As incurred	Third Parties
TOTAL ESTIMATED INITIAL INVESTMENT (5)	$122,500	$630,000

Explanatory Notes.

1. We describe the initial development fee in Item 5 of this Offering Circular.

2. This estimate includes 3 months' lease rent; security deposits; and office furniture equipment and supplies for establishing an office for the Regional Developer Business. You may be able to reduce or eliminate these expenses if the office for the Regional Developer Business is established at a Store.

3. This item estimates the travel and living expenses, including airfare, that you will incur when you and your employees attend the Regional Developer training programs described in Item 11. It does not include any wages or salary for you or your employees during training,

4. This item estimates your initial start-up expenses for a Regional Developer (other than the items identified separately in the table). These expenses do not include payroll costs or any draw or salary for you. These figures are estimates, and we cannot guarantee that you will not have additional expenses starting a Regional Developer Business. Your actual costs for initial start-up expenses during your Regional Developer Business' first 3 months of operation depend on how closely you follow our methods and procedures; your management skill, experience, and business acumen; local economic conditions; the local market for Booster Juice store franchises; the prevailing wage rate; competition; and the sales level reached during the initial period.

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5. We relied on our research with other franchises experience in recruiting regional developers as well as our experience in developing programs across Canada since 1999 to compile these estimates. You should review these figures carefully with a business advisor before deciding to acquire the franchise. We do not offer financing directly or indirectly for any part of the initial investment. (See Item 10.) The availability and terms of financing depend on many factors, including the availability of financing generally, your creditworthiness and collateral, and lending policies of financial institutions from which you request a loan.

Since costs can vary with each Franchisee, we strongly recommend that you (1) obtain, before vou buy a franchise or make any commitments, independent estimates from third-party vendors and your accountant of the costs that would be needed to establish and operate a Booster Juice Franchise. (2) discuss with current Booster Juice Franchisees their economic experiences (including initial costs') in opening and operating a Booster Juice Business and (3) carefully evaluate the adequacy of your total financial reserves

YOU SHOULD REVIEW THESE FIGURES CAREFULLY WITH A BUSINESS ADVISOR BEFORE MAKING ANY DECISIONS TO PURCHASE THE FRANCHISE.

ITEM 8 - RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

You must establish, maintain and operate your Business in compliance with the Franchise Agreement and the standards and specifications contained in an operations manual provided to you as one or more manuals or other written materials (referred to in this circular as the "Operations Manual"), as may be modified by us from time to time.

Goods, Services, Supplies, Fixtures, Equipment Inventory, And Real Estate Necessary To Establish Or Operate The Business

Real Estate

If you do not already have a location, after you sign the Franchise you must promptly lease a site within the time period set forth in your Franchise Agreement. The site location, and the lease agreement are subject to the prior written approval by us, though you will be solely responsible for the site location, the terms of the lease, and for the success of the Business. Approval of a site or lease will not be unreasonably withheld. Approval of any site or the lease is not a guaranty by us of your success. All leases are subject to approval by the landlord of our Collateral Assignment of Lease (Exhibit G; Franchise Agreement, Section 3.04).

If you are a Conversion Franchisee, then approval of your site and, if leased, the lease agreement, are automatically granted as of the date that the Franchise is signed. (Conversion Addendum); except that the landlord must sign our Collateral Assignment of Lease (Exhibit G).

The Collateral Assignment of Lease grants us the right to take control of the leased space in case of breach of the Franchise Agreement or the Collateral Assignment of Lease all in accordance with

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Exhibit G (Franchise Agreement, Section 3.04).

Upon termination of the lease or upon termination of the Franchise for any reason, you will be required to "de-identify" the premises which means that you shall be required to: remove all Marks; discontinue selling the Products; and modify the interior and exterior in such a manner as to make it clear that it is no longer a Booster Juice Business.

We will complete all tenant improvements as part of the Turn-key Operation or Conversion Turnkey. (Items 1 and 7; Franchise Agreement, Section 3.05)

Goods. Supplies, Inventory and Services

You must serve all of the Products that we specify. You may not serve any other products, or provide any other goods or services not otherwise authorized by us. After you are open for business, you are obligated to purchase or lease all such goods, supplies, perishable and other inventory and services as are necessary to operate the Business, all in accordance with our standards and specifications and only from sources approved by us. Many of the paper products, paper forms, non-perishable inventory, goods, and supplies will be required to have our Marks on them. Many of the Marked items can only be purchased through us. We may require that all items or goods, which display our Marks, be purchased through us (Franchise Agreement, Articles 9 and 10).

We will require you to use certain proprietary recipes in the preparation and delivery of our -Products. The ingredients in these recipes may be required to be purchased through us, or, if we do not offer them, then through suppliers that we have approved and which have signed the necessary protective covenants. We will not be required to disclose the same to any other vendor or supplier. After you open, you will be required to purchase sufficient goods to provide adequate services on a daily basis to your customers (Items 1 and 7; Franchise Agreement, Article 9).

We will also require you to carry certain non-proprietary food items including but not limited to condiments, add-in nutritional/herbal powder mixes and the like. All such goods and items of inventory must be carried in quantities sufficient to meet the needs of the customers. The same may be purchased from: us; suppliers that we have designated; or, suppliers that we have approved using the method for approval more fully set forth below. We reserve the right to cause any nonproprietary good or item of inventory to be manufactured with our own Marks in which case you shall be required to also purchase the same from: us; from a supplier that we designate; or, from a supplier that we have approved using the criteria set forth below.

All recipes and a complete listing of all goods, services, inventory, and items to be carried in the store will be disclosed to you in the Operations Manual or by separate written notice. Further, the Operations Manual, will provide you with our standards and specifications and the list of approved suppliers (Franchise Agreement, Section 10).

As consumer preferences and trends are established or changed, as determined by our customer base, and as we develop new or improved Products, we reserve the right to reformulate our recipes, product mix, inventory, goods and services to meet these demands. We will notify you of the same through changes in the Operations Manual and through written notification.

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If you are a Conversion Franchisee, you shall begin offering the services required by the Operations Manual as soon as is practicable, which shall be mutually agreed upon by both of us prior to signing the Franchise Agreement (Item 1 above; Conversion Addendum).

You will also be required to set up an operating account at a bank of your choice which account will be subject to the electronic withdrawal by us of all funds due to us (referred to as an electronic funds transfer or "EFT".)

Equipment and Fixtures

Initial requirements for all furniture, fixture, computer software and hardware and equipment are all supplied as part of the Turnkey Operation or the Conversion Turn-key. The identity of all such items will be disclosed in the Operations Manual. Replacement and spare equipment and Fixtures must be the same make and model as originally supplied or updated version of same make and model, unless otherwise approved in writing (Franchise Agreement, Article 10).

Insurance

You must carry the minimum insurance coverage described in the Franchise Agreement and the Operations Manual. Currently you will be required to carry insurance policy or policies protecting you, us and our officers, directors, partners, agents and employees against any loss, liability or expense whatsoever from perils arising or occurring upon or in connection with the Franchised Business, or by reason of the construction, operation or occupancy of the Franchised Business. You will also be required to carry business interruption insurance for actual losses sustained for a minimum 12 month period (Franchise Agreement, Article 17).

All policies of insurance shall contain a 30 day advance written notice of cancellation requirement and shall designate Booster Juice as an additional named insured. You will provide proof of insurance to us prior to commencement of operations at the Business.

Booster Juice has the right to change the minimum amount of insurance and coverage you are required to maintain by giving you prior reasonable notice. You may purchase insurance from any source. The procurement and maintenance of such insurance shall not relieve you of any of any liability to us or any indemnity requirement of the Franchise Agreement (Franchise Agreement, Article 17).

Proprietary Materials

We have the right to develop new, or may modify at any time any proprietary materials including new goods, services, inventory items, promotional materials, and signs, and any such proprietary materials may be available only from us on a fee or no-fee basis, including a reasonable mark-up at our sole discretion. All franchisees shall be given reasonable written notice of the same and shall be given a reasonable time, in our sole and exclusive discretion, within which to comply with such directives.

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Approval Process

You may wish to obtain non-proprietary goods, services, inventory, and supplies, from sources not authorized by us. We will not unreasonably withhold our approval of a different supplier of your choosing so long as the supplier meets our standards and specifications and the cost to you is below the cost of our authorized suppliers. If you want to purchase any of the same from a supplier not previously approved by us, then you must first obtain our approval by submitting a written request identifying the proposed supplier and its products. We may request a sample of each such item along with test data, or other information to determine the quality of the same. We will notify you of our approval or disapproval within 30 days after we receive all of the information, which we may request from you or the proposed supplier. If we do not respond within such 30-day period, the proposed supplier shall be deemed to be disapproved by us (Franchise Agreement, Section 10.04). Currently there is no fee charged by us for participating in the approval process. We do however, reserve the right to charge a fee at some later date and shall notify you of this charge by an update to the Operations Manual.

In considering the approval of a new supplier, we will take into consideration the ability of the supplier to deliver it items in a timely and consistent basis. Further we may condition our approval on the supplier agreeing in writing not to disclose any confidential information regarding us or our operations, to comply faithfully with our specifications for the items it sells, to sell any materials bearing our marks only to our franchisees, and on the supplier demonstrating to our reasonable satisfaction that it is able to supply commodities meeting our specifications on a continuing basis, and that the supplier is, and will continue to be, of good standing in the business community, financial soundness and reliability of its product(s) and services (Franchise Agreement, Section 10.04).

Volume Purchase Agreements

We may negotiate volume purchase agreements with some vendors for the purchase of goods and equipment needed to operate your Business. We have negotiated a purchase supply agreement with the following vendors:

Name of Vendor Supplies

Sysco raw materials, paper products, cleaning supplies

Southwest Traders raw materials, paper products, cleaning supplies

Damon Industries 100% Juice Products

Win Cup Booster Logo cups

Meadow Gold Dairy 100% Natural Sorbet and Frozen Yogurt

Generations Packaging

and Distribution Boosters

Though there is none at this time, we may in the future, using our Reasonable Business Judgment, develop a regional purchasing cooperative in your area. The purpose of the purchasing cooperative will be to provide to you, Products, goods, services, items, inventory, furniture, fixtures, equipment or any other item used in the Business at a more competitive price. Upon the creation of the same,

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you will be required to participate in the program. Any item carried by such cooperative will be of the same or better quality as then required by us and by any other franchisee.

We do not provide or withhold material benefits to you (such as renewal rights or the right to open additional Businesses) based on whether or not you purchase through the sources we designate or approve. However, purchases of unapproved products or from unapproved vendors in violation of the Franchise Agreement will entitle us, among other things, to terminate your Franchise Agreement.

Modification

We may modify any specification as to any good, service, supply, item of inventory, Product, items in the Turn-key Operation or Conversion Turn-key or any other item or matter pertaining to the Business at any time, on a local, regional or national basis, by amendment to the Operations Manual or by written notice to you. Once you are notified, you must make the change that is specified and within the timeframe specified on the notification.

Categories Of Goods And Services That We Are The Only Approved Supplier

You will be required to purchase from us the following Products:

The Turn-key Operation and Conversion Turn-key; Boosters®; uniforms and other clothing which contain our Marks; printed materials (which contain our Marks); and all other items or goods which contain the Booster Juice logo or trademark. As well, we may from time to time designate certain other products or items that may be required to be purchased from us, including but not limited to new items required in connection with new product introductions.

Except as described in this circular, there are no other Products, goods, services, item of inventory, items of FF&E or items of Decor that you will be required to purchase from us.

The Precise Basis By Which Booster Juice Will Or May Derive Revenue Or Material Consideration As A Result Of Required Purchases Or Leases

We receive additional income from a markup on products directly supplied to the franchisees by us and/or rebates or commissions derived as a distribution fee for services relating to the price negotiation, tracking and sale of supplies, products and other related goods via a percentage of the purchase price (the "Distribution Fee"). This additional income may include things like convention expenses, advertising and other overhead at our sole discretion.

The Estimated Proportion Of Required Purchases And Leases To All Purchases And Leases By You Of Goods And Services In Establishing And Operating The Business

We will deliver to you the Turn-key Operation or Conversion Turn-key which will include all of the initial requirements to operate the store. This represents virtually all of the purchases and leases that you will be required to purchase in establishing your store.

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After you open, virtually all of your purchases necessary to operate the business will come from us, or suppliers approved by us.

ITEM 9 - FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.

Obligation	Section in Agreement	Item in Offering Circular
(a) Site selection and acq ui sition/lease	Articles 2 and 3 in Franchise Agreement; Section 5.7 of RDA	Items 6, 7 and 11
(b) Pre-opening leases	Article 3 of Franchise Agreement	Item 8
(c) Site development and other pre-opening requirements	Article 3 of Franchise Agreement	Items 6, 7 and 11
(d) Initial and ongoing training	Article 6 of Franchise Agreement; Sections 5.1 and 5.2 of RDA	Item 11
(e) Opening	Section 5.01 of Franchise Agreement	Item 11
(f) Fees	Section 1.04, Articles 4 and 11 of Franchise Agreement; Sections 5.2,5.3,5.4,5.5,6.7,7,8,11.3(i), 15.2 and 15.15 of RDA	Items 5, 6 and 7
(g) Compliance with standards and policies/Operations Manual	Articles 6, 7, 9 and 10 of Franchise Agreement; Sections 2, 5 and 6 of RDA	Items 9 and 11
(h) Marks and proprietary information	Articles 11,13, 15 and 16 of Franchise Agreement; Sections 9 and 10 of RDA	Items 13 and 14
(i) Restrictions on products/services offered	Articles 9 and 10 of Franchise Agreement	Items 8, 11 and 16
(j) Warranty and customer service requirements	None	None

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Obligation	Section in Agreement	Item in Offering Circular
(k) Territorial development and sales quotas	None in Franchise Agreement; Sections 2.1 and 2.2 of RDA	Item 12
(1) On-going product/service purchases	Article 10 of Franchise Agreement	Item 8
(m) Maintenance, appearance and remodeling requirements	Article 9, section 10.05 of Franchise Agreement	Item 11
(n) Insurance	Article 17 of Franchise Agreement; Section 6.5 of RDA	Item 7
(o) Advertising	Sections 8.01, 8.02 and 11.03 of Franchise Agreement	Items 6, 7 and 11
(p) Indemnification	Section 19.03 of Franchise Agreement	Item 6
(q) Owner's participation/ management/staffing	Article 9 of Franchise Agreement	Items 11 and 15
(r) Records/reports	Article 12 of Franchise Agreement	Item 11
(s) Inspections/audits	Sections, 9.01(g), Article 12 of Franchise Agreement	Item 6
(t) Transfer	Article 14 of Franchise Agreement	Item 17
(u) Renewal	Section 1.03 of Franchise Agreement	Item 17 ,
(v) Post-termination obligations	Sections 15.03,15.05 and Article 16 of Franchise Agreement	Item 17
(w) Non-competition covenants	Article 16 of Franchise Agreement	Item 17
(x) Dispute resolution	Article 20 of Franchise Agreement	Item 17

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ITEM 10-FINANCING

We do not offer financing directly or indirectly for any part of the initial investment. We do not currently place financing with anyone and do not receive any payment for placement of financing. We do not guarantee your note, lease or obligation. We have no past or present practice to sell, assign or discount to any third party, in whole or in part, any financing arrangements. We reserve the right to offer financing or assistance in obtaining financing in the future.

ITEM 11 - FRANCHISOR'S OBLIGATIONS

Except as listed below, we need not provide any additional assistance to you.

Obligations Under Franchise Agreement

Before you open your business, Booster Juice or our Regional Developer (if applicable) will:

■ 1. Provide you assistance with site selection, the lease, and an on-site inspection. Our approval of any proposed site will be based on information submitted by you in a form sufficient to assess the location (Franchise Agreement, Section 3.02). Our approval of any site or a lease does not guaranty success. The lease must be subject to our Collateral Assignment of Lease (Exhibit G). Except for signing the Collateral Assignment of Lease, the balance of this provision shall not apply to Conversion Franchisees.

2. Provide you with the Turn-key Operation or Conversion Turn-key (Franchise Agreement, Section 3.05; Conversion Addendum).

3. Provide you with advice regarding the set up of the EFT account and accounting systems for the Business (Franchise Agreement, Section 5.01).

4. Train up to two people in Edmonton, Canada, or at another designated location (Franchise Agreement, Section 5.01(e) and Article 6).

5. Loan you one copy of an Operations Manual, covering the management, operation, and marketing techniques of the Business and all updates and revisions (Franchise Agreement, Section 5.01(f)). The index of the Operations Manual is attached to this Offering Circular as Exhibit C.

6. Train the staff you hire, on-site, for one full day just prior to opening (Franchise Agreement, Section 5.01(d)).

7. Provide up to (3) additional days of support or training after the first day of on-site training, if we determine it to be necessary (Franchise Agreement, Section 5.01(d)).

8. Assist with planning and preparation for Grand Opening. Assist with the Grand Opening day by providing one staff person on-site.

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9. Deliver to you the "Local Store Marketing Kit" ("LSM"). The LSM is a kit of advertising material previously approved by us for you use in you local marketing area (Franchise Agreement, section 5.01(g)).

10. Deliver to you coded access to our secure web site on which we will post various data derived from all of our stores including yours, to be used by you for management purposes. Please note that we own this web site and all of its data. You are given access to the data as a privilege. Your access can be terminated at any time and for any reason or for no reason whatsoever. In addition, we may choose not to offer this service at anytime in the future and for any reason.

11. We may offer additional training and may train your additional personnel if requested by you. Currently the tuition for such additional training is $3,500 per person per week. The trainee will be required to pay all costs associated with room, board, food, transportation and all other costs. This is subject to change. See Item 6.

Obligations Under Regional Development Agreement

Before you open your Regional Developer Business, we will train you in the operation of a Regional Developer Business at our corporate headquarters or at another location we designate. (RDA -Section 5.2.). During the operation of your Regional Developer Business, we will:

1. Loan you one copy of our Regional Developer Manual. A copy of the table of contents of the Regional Developer Manual is included in Exhibit F to this Offering Circular. (RDA -Section 5.3.)

2. If you request, consult with you by telephone regarding the Regional Developer Business. (RDA-Section 5.4.)

3. Prepare and file all requisite offering circulars and other documents for the offer and sale of Booster Juice franchises in your Development Area. You are responsible for complying with any applicable laws or regulations affecting the offer and sale of franchises by your own employees, agents, or other representatives under your control. (RDA - Sections 5.5 and 6.2.)

4. Approve or disapprove applicants to become Booster Juice Franchisees. (RDA - Sections 5.6 and 5.7.)

5. Pay you the commissions described in Item 5 of this Offering Circular. (RDA- Section 8.)

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On-going Assistance

During your operation of the Business, we or our Regional Developer (if applicable) will:

1. Provide advice and consultation regarding the continued operation and management of your Business (Franchise Agreement, Section 8.01(a)).

2. Provide you with information regarding new products, services, suppliers, and related Licensed Methods, including information about special or new services or products which maybe developed and made available to you (Franchise Agreement, Section 8.01(b)).

3. Provide you with access to advertising and promotional programs and materials, in the manner deemed appropriate by us (Franchise Agreement, Section 8.01(c)).

4. Train replacement or additional managers in Edmonton, Canada. We reserve the right to charge a tuition or fee, commensurate with our other current published prices, for such training and payable in advance. You are responsible for all travel and living expenses incurred by your personnel during the training program. The availability of the training programs is subject to space considerations and prior commitments to new franchisees (Item 6 and 7; Franchise Agreement, Section 6.02).

5. Make our employees or designated agents available to you for on-site assistance in connection with the on-going operation of the Business. Before we provide such assistance, we must both agree on the compensation to be paid to us for such services, and the duration and type of assistance to be provided by us (Franchise Agreement, Section 8.02).

6. Periodically and at our option offer refresher training courses and conventions. (Franchise Agreement - Section 6.03) (See Item 6 above.)

7. Provide you with forms for record-keeping (Franchise Agreement, Article 12).

8. Modify, update or change the Licensed Methods or any other aspect of the Business including but not limited to the adoption of, use of, or modification of: Marks; Licensed Methods; advertising and promotional materials; the decor and the requirement to update the same; the LSM; Products; services; and the methods of delivery of the any of the above (Franchise Agreement, Section 10.05).

9. Conduct announced and surprise quality control visits to any store in the system. If your store is visited, after such visit we will provide you with a copy of any written report that is generated. If deficiencies are found, and listed deficiencies occurred in good faith, we will provide suggestions for improvements. In any such deficiency is deemed by us to be an intentional act done to avoid any requirement made by us in the Franchise Agreement, Conversion Addendum, RD A, the Operations Manual, or by previous written notice to you, the same may be considered to be a breach (Item 17; Franchise Agreement, Section 15.01).

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Advertising Programs

You must spend a minimum 1.5% of the monthly Gross Receipts on local advertising ("Advertising Allocation"). You must submit monthly reports to us that describe your advertising expenditures for the previous month and plans for the next month. Your use of any of the materials supplied in the LSM (so long as no material changes are made to it) are deemed to be approved by us. Any advertising that is not already in the LSM must first be approved by us before use. These materials must be delivered to us no later than (10) calendar days before proposed use. If we do not provide written comments on the proposed materials in that time, they are deemed to be disapproved. All advertising must contain our Marks (Franchise Agreement, Section 11.03). The cost to place such advertising in any media (e.g. television or print) is your sole cost and expense.

You are required to remit 2% of the monthly Gross Receipts to us for a national advertising program ("National Advertising Fee"). The amount of the National Advertising Fee may be changed from time to time upon 30 days prior written notice, except that the amount of the National Advertising Fee plus the required local advertising required spending, will not exceed 5% of your Gross Receipts for any year. The National Advertising Fee will be due at the same time as your Royalties and as part of the EFT withdrawal. The National Advertising Fees will be placed in an interest bearing checking account, savings account, or any other account of our determination ("Account"). The Account will be administered by us at our sole discretion and may be used by us for all advertising expenditures reasonably intended to benefit all stores, and for the payments of costs related to administering the Account, such as reasonable salaries, administrative costs, travel expenses and overhead as we may incur in fulfilling activities related to the administration of the Account. We make no guarantee to you or to any other franchisee that advertising expenditures from the Account will benefit you or any other franchisee directly and on a pro rata basis. We will assume no other direct or indirect liability or obligation to you with respect to collecting amounts due to the Account or with respect to maintaining, directing or administering the Account. (Franchise Agreement, Section 11.03).

Any company-owned Businesses will participate in any national or regional advertising programs on the same basis as franchisee-owned Businesses.

The National Advertising Fee will be used for the creation of various advertising and promotional products including the LSM. The media in which such advertising may be disseminated includes printed materials, posters, window clings, danglers in store, creation of radio and print on a local or regional basis. The advertising will be produced by a national or international advertising agency. A portion of the National Advertising Fee may in our discretion be allocated back to a regional advertising cooperative.

Upon your prior written request, we will make available to you, no later than 120 days after the end of each calendar year, an annual financial statement for the Account.

We reserve the right, upon 30 days prior written notice to you, to allocate all or a portion of the National Advertising Fees to a regional advertising program for the benefit of Businesses located within a particular region. We have the right to determine the composition of all geographic territories and market areas for the implementation of such regional advertising and promotion campaigns and to require that you participate in such regional advertising programs as and when they

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may be established by us. If a regional advertising program is implemented on behalf of a particular region, we will only use contributions from Booster Juices franchisees within such region for the particular regional advertising program, to the extent reasonably calculable by us. We may also establish an advertising cooperative for a particular region to enable the cooperative to self-administer the regional advertising program. If a regional advertising cooperative is established in your area, you must participate in it. (Franchise Agreement, Section 11.03).

In addition, to the Advertising Allocation, you must spend at least $1,000 to promote the Grand Opening of your Booster Juice Business.

You must also maintain, at your own expense, one or more telephone numbers which must be listed in the 'free' sections of both the "white" and "yellow" pages of your local telephone directory (Franchise Agreement, Section 11.03).

Cash Register Systems and On-Line monitoring

As part of the Turn-key Operation or Conversion Turn-key, you will be supplied with point of sale cash register system ("POS System") that will track among other things, inventory, sales, discounting, and taxes. You will be required to maintain high-speed Internet access to the POS System, and use your best efforts to keep all equipment we supplied connected, powered on and in good working order, to ensure our access to the information and data regarding your Booster Juice Business. We will poll your system at such times as we deemed appropriate. In additional we will make available certain aggregate data (without identifying the name of any franchisee or his location) to help you manage your store better. You may be required to update the software or hardware in the POS System. We will notify you of this by an amendment to the Operations Agreement. There is no separate license required for use of the POS System software (Franchise Agreement, Section 12.01(d)).

Maintenance of the Business

Pursuant to the Operations Manual (Franchise Agreement, Article 7) and the Quality Control Standard (Franchise Agreement, Article 10), you will be required to maintain the interior and exterior of the Business in a clean, orderly and sanitary manner. Further we shall have the right, on or after the third anniversary of the opening of the Business to require you to perform such remodeling, repairs, replacements and redecoration, including the replacement or addition of new FF&E, so that the Business is up to the then-current standards of a newly developed Business.

Franchise Business Location Selection

You are responsible for locating a site for the Business within 30 days after you sign the Franchise Agreement. We have 30 days to approve or disapprove your site. If we do not approve your first proposed site, you will have 60 more days to find another site and submit it to us for approval. After we approve the site, you will have 30 days to lease the site and submit it to us for approval. We will approve or disapprove the lease agreement within 15 days after receipt. In connection with the lease of the site, the landlord and you will be required to enter into a Collateral Assignment of Lease Agreement in the form contained in Exhibit G to this Offering Circular.

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Our assistance in connection with the selection and approval of a location is generally limited to the provision of written criteria for a satisfactory Business location, an on-site inspection and the review of information provided by you to determine whether the location fulfills the requisite criteria. The following factors are considered by us when we review a proposed site: (1) demographics; (2) traffic patterns; (3) parking; (4) competition; (5) visibility; (6) access; and, (7) the residential to commercial mixture. Our approval of a location does not infer or guarantee the success or profitability of an approved location in any manner.

Our approval of any lease does not infer or guaranty the success or profitability of the site.

If you fail to meet the deadlines for the selection of a site or submit incomplete information regarding the site to us, we will allow you 15 days to cure the deficiency. If you fail to do so, we have the right to terminate the Franchise Agreement.

A Conversion Franchisee's site is deemed approved upon full execution of the Conversion Addendum, Franchise Agreement. The Conversion Franchisee will pay for the Conversion Turn-key and we will complete the same. A Conversion Franchisee will not, however, be required to use best efforts to negotiate with the landlord to enter into a Collateral Assignment of Lease Agreement.

Schedule For Opening

The typical length of time between the signing of the Franchise Agreement and the opening of the Business will be 5 months (Development Period.) We will extend the Development Period for a reasonable time in the event factors beyond your reasonable control prevent you from meeting the deadlines and you request an extension of time from us at least 15 days before the end of the Development Period. The factors which may affect this time period include, but are not limited to, your ability to locate a site, secure financing, the upgrading or remodeling of a conversion location, obtain a lease, and our ability to complete the Turn-key Operation or Conversion Turn-key.

Training Information

We provide an initial training program to be conducted in Edmonton, Canada or at an alternative location to be determined by us. The initial training program is offered by us no less than once per month. The initial training program is typically a 10-day program, although in our discretion we may increase or decrease the length of the program by no more than 2 days depending on class size and experience. The program will include instruction on the purchasing and preparation of the raw materials used to make our Products, discussion of the recipes, merchandising, ordering, receiving, customer relations, accounting, franchise compliance, personnel management, quality control, nutrition education and marketing.

Up to two people may participate in our initial training program without charge of a tuition or fee. You will be responsible for any and all transportation and living expenses which are incurred in connection with attendance at the training program. You, and any person designated to manage your Business (the "Principal Operator") must successfully complete the initial training program prior to the opening of your Booster Juice Business. You will not be allowed to open your Business until you

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and the Principal Operator receive a certificate from us which shows that you have successfully completed the training program.

We will make the initial training program available to replacement or additional Principal Operators during the term of the Franchise Agreement. We reserve the right to charge a tuition or fee, commensurate with our then current published prices, for such training, payable in advance. You will be responsible for the payment of all travel and living expenses which are incurred by your personnel during attendance at the training program. The availability of the training program to such additional individuals will be subject to space considerations and prior commitments to new Booster Juice franchisees.

You or your Principal Operator will be required to attend any seminars, conventions, programs or meetings offered by us and which we deem to be mandatory. We will not require that you attend any mandatory programs more than once a year. All mandatory training will be offered without charge of a tuition or fee but you will be responsible for all travel and living expenses which are associated with attendance at such programs.

Training will be conducted after the Franchise Agreement is signed and before you open. We provide the following training:

FRANCHISEE TRAINING

Subject	Hours of Classroom Training	Hours of On the Job Training	Trainer
Purchasing of Products	2 hours	4 Hours	Dion Kunellis (see note 1)
Preparation and Recipes	2 Hours	4 Hours	Dion Kunellis
Accounting & Finance	2 Hours	8 Hours	Dion Kunellis
Marketing	4 Hours	N/a	Dion Kunellis
Personnel Management	2 Hours	1 Hour	Dion Kunellis
Business Mgmt/Procedures Cost Control	8 Hours	12 Hours	Dion Kunellis
Quality Control / Product	2 Hours	8 Hours	Dion Kunellis
Store Operations	1 Hour	8 Hours	Dion Kunellis
Customer Service, Hiring, Training	8 Hours	4 Hours	Dion Kunellis

Explanatory Notes

1. Although the individuals instructing the training programs will vary, all of our instructors

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will have significant relevant work experience in their designated subject area. Dion Kunellis currently supervises our training programs. (See Item 2 above.)

2. If your store is located in the Development Area of a Regional Developer, then the on-site training program may be provided by that Regional Developer.

REGIONAL DEVELOPER TRAINING

In addition to attending the Franchisee Training discussed above, we provide the following training to Regional Developer:

Subject	Time Begun	Instructional Manual	Hours of Classroom Training	Hours of On the Job Training	Instructor (2)
Welcome & Introduction / Regional Developer Responsibilities	0)	Regional Developer Manual	2 hours	0	Jon Amack
Legal Issues & the Franchise Sales Process	a)	Regional Developer Manual		4 Hours	Jon Amack
Accounting & Finance		Regional Developer Manual		8 Hours	Dion Kunellis
Marketing		Regional Developer Manual		N/A	Jon Amack
Persomiel Management		Regional Developer Manual		1 Hour	Shawn Pattison
Business Mgmt/Procedures Cost Control		Regional Developer Manual		12 Hours	Shawn Pattison
Quality Control / Product		Regional Developer Manual		8 Hours	Shawn Pattison
Store Operations		Regional Developer Manual		8 Hours	Dion Kunellis
Customer Service, Hiring, Training		Regional Developer Manual		4 Hours	Dion Kunellis

We will hold training programs at our corporate headquarters, at an operating Booster Juice store, and/or at other locations we designate. We plan to be flexible in scheduling training. There currently are no fixed (i.e., monthly or bi- monthly) training schedules for Regional Developers.

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If we determine that you cannot complete initial training to our satisfaction, we may, at our option, either require you to attend additional training at your expense (for which we may charge reasonable fees) or terminate the Franchise Agreement. If we determine that your Store Manager or any of your employees has failed to satisfactorily complete the training program, you agree to immediately hire a substitute and promptly arrange for such person to complete the training program to our satisfaction. You shall pay the charges we establish for training programs furnished to individuals who replace a manager or employee who has previously attended the training program.

We may require you and/or previously trained and experienced employees at the Store to attend up to 7 days of additional or refresher training courses each year and a national business meeting or convention up to 3 days per year at the times and locations we designate. We may charge reasonable fees for these courses, conventions and programs. You are responsible for all travel and living expenses.

If you sign our RDA, then you and your managers will attend the Booster Juice Store training program described above under the Franchise Agreement for the Store or Stores which you own or operate. In addition, you must attend and satisfactorily complete our 5 day Regional Developer training program. The Regional Developer training is held at our corporate headquarters and covers topics such as marketing, franchise sales, franchise law compliance and site selection.

Use of Reasonable Business Judgment

Under the Franchise Agreement, we will agree to use our "Reasonable Business Judgment" in the exercise of our rights, obligations and discretion under the Franchise Agreement, the Conversion Addendum, the RDA, or any other agreement between us. "Reasonable Business Judgment" shall mean that our determination shall prevail even in cases where other alternatives are also reasonable so long as we are intending to benefit or are acting in a way that could benefit the Licensed Method and the entire system, by, for instance and not by way of limitation, enhancing the value of the Marks, increasing customer satisfaction, minimizing possible customer brand or location confusion, changing any standard of the Licensed Method, changing the Operations Manual, changing the interior or exterior appearance of the Business, and changing the content of recipes and the mix of menu items. We shall not be required to consider your particular economic or other circumstances when exercising our Reasonable Business Judgment. At no time may you or any third party (including, but not limited to any third party acting as a trier of fact) be entitled to substitute your judgment for a judgment which has been made by or on behalf of us and that meets the definition of Reasonable Business Judgment in recognition of the fact that the long-term goals of a franchised system, and the long-term interests of you, us and all franchisees, taken together, require that we have the latitude to exercise Reasonable Business Judgment.

ITEM 12 - TERRITORY

You will operate your Booster Juice Business at a specific location which is identified as the "Franchised Location" in the Franchise Agreement. You may not relocate your Franchised Location without our prior written approval, which we will not unreasonably withhold, so long as the new location meets our then current standards for an acceptable site. If your Franchise Agreement is

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executed before a location is selected and approved for the Business, then you will be responsible for choosing and acquiring a location for your Business within an agreed upon designated geographic area (Franchise Agreement, Section 2). This is not an exclusive territory.

If you sign an RD A then, so long as you comply with the RD A and during its term (and except as provided below), neither we nor our affiliates will establish, or grant rights to other persons to establish another Booster Juice store the physical presence of which is located in the Development Area (other than franchisees you recruit). The Development Area will typically be a geographic area containing between 1.4 and 14 million persons. There is no specific minimum or maximum area that we must include in the Development Area. In determining the size of the Development Area, we primarily consider your capacity to recruit and provide services in the Development Area and the number of Booster Juice stores we believe the Development Area can sustain. We identity the Development Area, the Development Fee, and the Minimum Development Obligation in the RDA before you sign it. You are not granted any options or similar rights to acquire additional territory. If you fail to satisfy the Minimum Development Obligation under the RDA, we may terminate the agreement. You have no options, rights of first refusal, or similar rights to acquire additional territory under the RDA.

Except as described above, we offer no exclusive territory. We offer no right of first refusal to purchase additional sites. You may apply to purchase additional units and you application will be considered so long as none of the following conditions are satisfied: (1) you are not then in compliance with the Franchise Agreement or have previously failed to substantially comply with the Franchise Agreement; (2) we determine, in our sole discretion, that you do not meet our then current standards for new franchisees of Booster Juice Stores; (3) we determine, in our sole discretion, that you lack the financial resources to develop and operate an additional Booster Juice Store; (4) you fail to sign a franchise agreement (containing our then-current terms and conditions) for the additional Booster Juice Store within 30 days of the date we deliver a franchise agreement for signature. There is no limit to the number of stores that may be purchased in this manner; except that we reserve the right to determine your ability to operate additional stores by examining your financial and business capabilities and to approve of any site or lease in the same manner as would be exercised if you were a new franchisee. In addition, we reserve the right to withhold granting additional locations at our sole discretion for any reason or for no reason at all.

We may establish other franchises or company-owned outlets selling similar Products or services under the same or different trade name or trademark, at any location, regardless of its proximity to you. Booster Juice or its affiliates may license and distribute Booster Juice brand named Products and Products bearing our Mark, including but limited to the Products, other food and beverage products, clothing, souvenirs and novelty items, through any outlet whether or not operating under Our name and through any distribution channel, at any location regardless of the proximity to you including but not limited to malls, kiosks, trucks, via the internet, or any other distribution channel..

Further we retain the rights, among others: (1) to use and to license others to use, the Marks and Licensed Methods for the operation of a Booster Juice Business at any location; (2) to acquire the assets or ownership interests of one or more businesses providing products similar to those provided at Booster Juice Stores, and franchising, licensing or creating similar arrangements with respect to these businesses once acquired, wherever these businesses (or the franchisees or licensees of these

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businesses) are located or operating (including within your Territory or Development Area (if applicable)); (3) to use the Marks and Licensed Methods in connection with similar products and services in alternative channels of distribution without regard to location, including mail order sales; and (4) to use and license the use of other proprietary marks or methods in the sale of products and services similar to those which you will sell, whether in alternative channels of distribution or in connection with the operation of businesses, which are the same as, or similar to, or different from Booster Juice Stores, at any location, and on any terms and conditions as we deem advisable and without granting you any rights to them; (5) being acquired (regardless of the form of transaction) by a business providing products similar to those provided at Booster Juice Stores, or by another business, even if such business operates, franchises and/or licenses competitive businesses within your area or Development Area (if applicable).

We have no present plans to establish other related franchises or company-owned businesses selling similar Products or services under a different name or Marks, although we reserve the right to do so.

The continuation of your right to operate at any Franchised Location within a Development Area during the term of the Franchise Agreement may be dependent upon achievement of any certain sales volume, market penetration or similar contingency.

There are no provisions for returning any funds to you if you are unable to find an acceptable site; except that we will cooperate with you in finding an acceptable site

ITEM 13 - MARKS

Registration Description of Principal/ Registration

Number Mark Supplemental Date

2,118,649 For Alcohol-free beverages, BOOSTER December 9, 1997

namely fruit juice and vegetable juice, in class 32 (US class 45,46 and 48)

The Mark is entered on the Principal Registry. All required affidavits for the Mark have been filed.

The Mark was originally registered by Schaff-Brau Rudolf Schaff GmbH & Co. KG, a German company ("Schaff) in 1997. We then purchased full ownership rights to the Mark in March 2005 by an assignment agreement that has been recorded with the U.S. Patent and Trademark office. Schaff was granted an exclusive worldwide license to use the Mark on their energy drink products.

Under the franchise agreement you will be granted the non-exclusive right to use the Mark and related design in the operation of your Business. You may also use our other current or future Marks, service marks, logos or trade names as we may make available to you to identify your Business (Marks.)

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Determinations

No presently effective determination of the United States Patent and Trademark Office or any trademark administrator of any state or any court limits or restricts our right to use or license the use of the Marks.

Protection

You must follow our rules when you use the Marks. You may not use the words "Booster®" or "Booster Juice" in the legal name of your corporation, partnership or any other business entity.

You must modify or discontinue your use of the Mark if we require the modification or discontinuance of it, at your own expense.

Except as described in this circular, no agreements limit our right to use or license the use of the Marks.

We are not contractually obligated by the Franchise Agreement to protect you against claims of infringement or unfair competition with respect to your use of the Marks, but it is our policy to do so when, in the opinion of our legal counsel, your right to use the Marks requires protection. In such a case, we will pay all costs, including attorneys' fees and court costs, associated with any litigation required to defend or protect your authorized use of the Marks. You must cooperate with us in any such litigation.

We are not currently aware of any unauthorized use of any of the Marks.

During the term of the Franchise and thereafter, you may not directly or indirectly contest, derogate or disparage any of the Marks.

Common Law Rights

We have certain common law rights to the Marks by using them throughout the United States. We may also have the right to exclude others from using the Marks, or marks which are considered to be so close in appearance to ours that they would be deemed to be "confusingly similar."

Infringing Uses

We are not aware of any infringing uses which might materially affect your use of the Marks licensed to you. If you learn of any infringing use, you must promptly notify us. We will decide in our discretion whether or not to prosecute and our decisions will be final.

Modification

We may add to, delete, or modify the Mark. You must accept, use, or cease using, as may be applicable, the Marks, including modified or additional Marks in accordance with our prescribed procedures, policies, rules and regulations whether contained in the Operations Manual, in the

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Franchise Agreement, or otherwise. You will not be compensated as a result of any discontinuation or modification.

ITEM 14 - PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

There are no patents or copyrights that are material to the franchise.

Our Operations Manual and related materials are considered proprietary and confidential and are considered to be our property to be used by you only as described in the Franchise Agreement. You may not use our confidential information in any unauthorized manner and must take reasonable steps to prevent its disclosure to others.

ITEM 15 - OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATIONS OF THE FRANCHISE BUSINESS

You, as the owner of a single unit or as a Developer (or a managing shareholder, member (if you are a limited liability entity) or partner) are not obligated to participate personally in the direct operation of your Business, although we recommend that you do so. If you (or your managing partner or shareholder) do not participate in the day-to-day operation of the Business, you must designate the on-site manager as the "Principal Operator," who shall be responsible for the direct on-premises supervision of the Booster Juice Business. If you are a corporation, limited liability company or partnership, we do not require that your Principal Operator own an equity interest in such entity. You or, if applicable, the Principal Operator, are required to successfully complete our mandatory initial training program prior to the opening of the Booster Juice Business.

If you are a corporation, limited liability company or partnership, each of your officers, directors, partners, shareholders or members, as applicable, and immediate family members, will be required to sign a nondisclosure and non-competition agreement in the form contained in Exhibit F to this Offering Circular. Other than the above, we make no other recommendations and have no other requirements regarding employment or other written agreements between you and your employees.

If you are a corporation, partnership or limited liability company, each of your officers, directors and shareholders, partners or members who own a 5% or more interest in your entity, will be required to sign the Guaranty Agreement (Exhibit E to Franchise Agreement) personally assuming and agreeing to perform all obligations under the Franchise Agreement.

ITEM 16 - RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must offer for sale and sell all those Products and services that we have set forth in the Operations Agreement or in written notice to you. You may not offer for sale any Products or perform any services that we have not approved, nor can you engage in any other business enterprise, other than the Booster Juice Business at the store.

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We have the right to change the types of authorized Products and services, and there are no limits on our right to do so, although we will provide you with written notice 30 days before any change becomes effective (Items 8 and 9 and Franchise Agreement, Articles 9 and 10).

We place no restrictions upon your ability to serve customers provided you do so from the location of your Business in accordance with our standards as set forth in the Operations Manual and in written notice sent to you.

All Products and any foods served at the store must be prepared only by properly trained personnel strictly in accordance with our requirements as found in the Operations Manual.

ITEM 17 - RENEWAL. TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists certain important provisions of the franchise and related agreements. You should read these provisions in the agreements attached to this Offering Circular.

Franchise Agreement (F.A.)

Provision	Section in Agreement	Summary
a. Term of the franchise	Section 1.03	10 years
b. Renewal or extension of the term	Section 1.03	If you are in good standing, and meet other requirements, you may acquire a successor franchise under our then current terms
c. Requirements for you to renew or extend	Section 1.03	Written notice, full compliance, sign then current form of Franchise Agreement, sign release, remodel premises, pay renewal fee.
d. Termination by you	Section 15.02	No termination except for Franchisor's material breach; notice required and cure period for Franchisor
e. Termination by us without cause	None
f. Termination by us with cause	Section 15	Bankruptcy, failure of financial obligations, material misstatement of Gross Receipts, repeated violations, failure to complete training, conviction of a crime, unapproved transfers, abandonment, and other items as stated in section 15

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Provision	Section in Agreement	Summary
g. "Cause" defmed-defaults which can be cured	Section 15.01	failure of financial obligations, under reporting revenue under 3%
h. "Cause" defmed-defaults which cannot be cured	Section 15.01	Non-curable defaults include failure to complete training satisfactorily; abandonment; sale of unapproved products or services; unapproved transfers; material misrepresentations or omissions; conviction of a felony; failure to maintain insurance; dishonest, unethical or illegal conduct; interference with inspections; competing with us; unauthorized use or disclosure of the Operations Manual or confidential information; failure to pay taxes; understating Gross Receipts; loss of your right to possess the Site; loss of a necessary license or permit; repeated defaults (even if cured); and bankruptcy related events.
i. Your obligations on termination or nonrenewal	Section 15.03	Pay outstanding amounts, de-identification, return of confidential information, assign phone numbers, comply with covenants.
j. Assignment of contract by us	Section 14.01	No restriction 'on our right to assign.
k, "Transfer" by you -definition	Section 14.02	Includes transfer of contract or assets or any ownership change.
1. Our approval of transfer by you	Section 14.02	We have the right to approve all transfers, our consent not to be unreasonably withheld.
m. Conditions for our approval of transfer	Section 14.02	Transferee qualifies, all amounts due are paid in full, transfer fee paid, then current contract signed, general release signed.
n. Our right of first refusal to acquire your business	Section 14.02(g)	We have the right to match any offer.

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Provision	Section in Agreement	Summary
o. Our option to purchase your business upon termination or nonrenewal	Section 15.04	We can buy the Business for pre-agreed upon in franchise agreement, 20% per year straight-line depreciation of assets minus franchise fee.
p. Your death or disability	Section 14.02(f)	Franchise must be assigned to approved buyer/operator.
q. Non-competition covenants during the term of the franchise	Section 16.01	No involvement in competing business anywhere in the U.S.
r. Non-competition covenants after the franchise is terminated or expires	Sections 15.05, 16.02	No competing business for 5 years within 15 miles of the location of your former Business, or within 6 miles of any other Business.
s. Modification of the agreement	Section 21.09	No modifications generally but Operations Manual subject to change.
t. Integration/merger clause	Section 21.01	Only terms of franchise agreement are binding (subject to state law).
u. Dispute resolution by arbitration or mediation	Section 20.01	Arbitration
v. Choice of forum	Section 20.03	Litigation in Oregon (subject to state law).
w. Choice of law	Section 20.03	Oregon law applies (subject to state law).

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Regional Development Agreement (RDA)

Provision	Article in Agreement	Summary
a. Term of the agreement	RDA Section 4	10 years
b. Renewal or extension of the term	RDA Section 4	If you are in good standing, and meet other requirements, you may extend the term for 10 years
c. Requirements for you to renew or extend	RDA Section 4	You must have complied with the Agreement, must sign a general release, must pay a renewal fee and must agree with us regarding your minimum development obligation for the extension term
d. Termination by you	None
e. Termination by us without cause	None
f. Termination by us with cause	RDA Section 13.1	We may terminate only if you or your owners commit one of several violations
g. "Cause" defined-defaults which can be cured	RDA Section 13.1	You have 5 days to cure monetary defaults; and 30 days to cure operational defaults, attachment of property, appointment of receiver, and other defaults not listed in (h) below
h. "Cause" defined-defaults which cannot be cured	RDA Section 13.1	Non-curable defaults include failure to complete training; unapproved transfers; material misrepresentations or omissions; conviction of a felony; failure to maintain insurance; dishonest, unethical or illegal conduct; competing with us; unauthorized use or disclosure of the Operations manual or confidential information; repeated defaults (even if cured); bankruptcy-. related events; default under another agreement between you and us
i. Your obligations on termination/nonrenewable	RDA Section 13.2	Obligations include paying outstanding amounts; complete de-identification and returning and stopping use of confidential information (also see (o) and (r) below)
j. Assignment of contract by us	RDA Section 11.1	No restriction on our right to assign; we may assign without your approval

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Provision

k. "Transfer" by you definition

Article in Agreement

RDA Section 11.2

Summary_______________________

Includes transfer of RDA, sale of your assets, ownership change or any pledge mortgage, encumbrance, or assignment by operation of law________________

1. Our approval of transfer by you______________

RDA Section 11.2

No transfer without our prior written consent

m. Conditions for our approval of transfer

RDA Section 11.3

New franchisee qualifies; you pay us and third party vendors all amounts due and submit all reports; new franchisee (and its owners and affiliates) are not in a competitive business; training completed; transferee signs our then current RDA and other documents; transfer fee paid; we approve material terms and you sign release (also see (r) below). Each new owner of corporate or limited liability company franchisee must qualify and assume all obligations under the RDA and related document

n. Our right of first refusal to acquire your business

RDA Section 11.6

We may match any offer for your rights under the RDA an ownership interest in business entity franchisee

o. Our option to purchase your business________

None

p. Your death or disability

RDA Section 11.5

Assignment of Franchise Agreement (or ownership interest in business entity franchisee) to approved party within 9 months

q. Non-competition

covenants during the term of the franchise

RDA Section 12.1

No involvement in competing business anywhere in the U.S.

r. Non-competition covenants after the franchise is terminated or expires

RDA Section 12.2

No direct or indirect ownership interest in, or performing services for, any competitive business within (i) the Development Area; (ii) the development area of any of our other regional developers; or (iii) 25 miles of any Booster Juice in operation or development on the date of termination or expiration, for a period of 24 months following expiration or termination

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Provision	Article in Agreement	Summary
s. Modification of the agreement	RDA Sections 15.3 and 15.11	No modifications without express written permission.
t. Integration/merger clause	RDA Section 15.11	Only the terms of the RDA are binding (subject to state law); any other promises are not enforceable
u. Dispute resolution by arbitration or mediation	RDA Section 14	Except for certain claims, we and you must arbitrate all disputes within 20 miles of our then current principal place of business
v. Choice of forum	RDA Section 15.8	Litigation in Oregon
w. Choice of law	RDA Section 15.7	Oregon law applies (subject to state law).See above

These states have statutes that may supersede the franchise agreement in your relationship with Us including the areas of termination and renewal of your franchise:

ARKANSAS (CODE,. Sections 4-72-201 through 4-72-210); CALIFORNIA (Business and Professions Code, Division 8. Chapter 5.5. Sections 20000 through 20043; These sections provide rights to the franchisee concerning termination or non-renewal of a franchise. If the franchise agreement is inconsistent with the law, the law will control;) CONNECTICUT (General Statute Title 42,. Chapter 739, Section 42-133e through 42-133h); DELAWARE (Code Annotated, Title 6, Chapter 25. Sections 2551 through 2556); HAWAII (Revised Statutes, Title 26, Chapter 482E, Section 482E-6); ILLINOIS (Compiled Statutes, Chapter 815, Sections 705/1 through 705/44); INDIANA (Code, "Title 23, Article 2. Chapter 2.7, Sections 1 through 7); IOWA (CODE, Title XX., Chapter 523H, Sections 253H.1 through 25311.17); MARYLAND (Code Sections 11-1301 through 11-1307, Code Article 27, Sections 369A arid 370); Michigan (Compiled Section 445.1527 [M.S.A. 19.854(27); MINNESOTA (Statutes, Sections 80C.22); MISSISSIPPI (CODE, Sections 75-24-51] through 75-24-64); MISSOURI(Revised Statutes,. Sections 407.400 through 407.410 AND 407.420); NEBRASKA (Revised Statute, Sections 87-40] through 87-410): NEW JERSEY (Revised Statutes Section; 56:10-1 through 56:10-12); NORTHDAKOTA Century Code Sections 51-20.2-01 through 51-20.2-03); SOUTH DAKOTA (Codified Laws Section 37-5A-51); VIRGINIA (Code. Sections 13.1-557 through 13-1-574. CODE. Section 58.1-612) WASHINGTON (Revised Code, Title 19, Chapter 19.100. Sections 19.100.180 and 19.100.190); WISCONSIN (Statutes, Sections] 35.01 through 135.07).

These and other states may also have court decisions that may supersede the Franchise Agreement concerning you relationship with Us, including the areas of termination and renewal of the franchise

The Franchise Agreements also provide for the termination upon bankruptcy. This provision may not be enforceable under Federal Bankruptcy law (11 U.S.C., Section 101 et seq.)

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As to California franchisees, you must sign a general release if you renew or transfer your franchise. California Corporations Code section 31512 voids a waiver of your rights under the franchise investment law (California Corporations Code sections 31000 through 31516). Business and Professions Code section 20010 voids a waiver of your rights under the franchise relations act (Business and Professions Code sections 20000 through 20043). If the franchise agreement contains a provision that is inconsistent with the law, the law will control. The Franchise Agreement requires application of the laws and forum of the state of Oregon. This provision may not be enforceable under California law. ^r

California Corporation Code 31125 requires us to give you a disclosure document, approved by the Department of Corporations before a solicitation of aproposed modification of an existing franchise.

The Franchise Agreement requires binding arbitration. The arbitration will occur in Oregon with the cost being bom by the losing party. This provision may not be enforceable under California law.

The Franchise Agreement contains a covenant not to compete which extends beyond termination of the Franchise Agreement. This provision may not be enforceable under California law.

The California Franchise Investment Law requires a copy of all proposed agreements relating to the franchise be delivered together with the offering circular,

No person or franchise broker listed in Item 2 above is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, U.S.C.A. 78a et seq., suspending or expelling these persons from membership in any association or exchange.

As to Illinois franchisees, termination and non-renewal of the franchise is governed by Illinois law, and to the extent of any inconsistent provisions in the franchise agreement, Illinois law will prevail

As to Maryland franchisees, binding arbitration, which is the sole relief available (except for certain claims concerning patents and trademarks, and except for the application for equitable relief) and is required under the Franchise Agreement. Arbitration will be held in Oregon, if permitted by the law of Maryland. Costs for arbitration including attorney's fees, expert witness fees, transportation, lodging and the like can exceed $40,000. Any general release which you maybe required to sign will not apply to a liability against us based on the Maryland Franchise Registration and Disclosure Law. Further, you may sue us in Maryland for claims arising under the Maryland Franchises Registration and Disclosure Law.

As to Maine franchisees, see also the termination and cancellation provisions of the Minnesota Franchise Law cited above.

As to North Dakota franchisees, covenants not to compete such as those mentioned above are generally considered to be unenforceable.

As to North Dakota franchisees, your consent to jurisdiction outside the state of North Dakota may not be enforceable.

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As to South Dakota franchisees, notwithstanding anything in this circular to the contrary, the post term covenants not to compete and other matters are governed by South Dakota law.

In any arbitration involving a franchised purchased in Washington, the arbitration site shall be either in Washington or in a place mutually agreed upon at the time of the arbitration or as determined by the arbitrator.

The Washington Franchise Investment Protection Act governs any franchise sold in Washington.

Minnesota State 80C.21 and Minnesota Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition nothing in the offering circular or agreement can abrogate or reduce any of your rights a provided for Minnesota statutes, Chapter 80C, or your right to any procedure, forum, or remedies provided for by the laws of the jurisdiction.

No person or franchise broker listed in Item 2 above is subj ect to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, U.S.C.A. 78a et seq., suspending or expelling these persons from membership in any association or exchange.

ITEM 18 - PUBLIC FIGURES

We currently do not use any public figure to promote our franchise.

ITEM 19 - EARNINGS CLAIMS

WE DO NOT FURNISH OR AUTHORIZE ANY SALESPERSONS TO FURNISH ANY ORAL OR WRITTEN INFORMATION CONCERNING THE ACTUAL OR POTENTIAL SALES, COSTS, INCOME OR PROFITS OF A BOOSTER JUICE FRANCHISE. ACTUAL RESULTS MAY VARY FROM UNIT TO UNIT, AND WE CANNOT ESTIMATE THE RESULTS OF ANY PARTICULAR FRANCHISE. WE HAVE SPECIFICALLY INSTRUCTED SALES PERSONNEL, AGENTS, EMPLOYEES AND OFFICERS AND ALL OTHER PERSONNEL THAT THEY ARE NOT PERMITTED TO MAKE CLAIMS OR STATEMENTS WRITTEN OR ORAL, REGARDING PROSPECTS OR CHANCES OF SUCCESS, ACTUAL OR POTENTIAL SALES, COSTS, EARNINGS, INCOME OR PROFITS OF, OR OTHER FINANCIAL MATTERS.

If you believe that any such claims, statements, promises, representations or agreements are or have been, at any time, made to you that are not expressly set forth in the Franchise Agreement or this Offering Circular, you must provide a written statement regarding such next to your signature on the Franchise Agreement. If any information or representations that are not expressly set forth in the Franchise Agreement or this Offering Circular have been provided to you, they are inherently unreliable, they should not be relied on, we will not be bound by them, and, if you do rely on such information, you do so at your own risk

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ITEM 20 - LIST OF OUTLETS

CHART I

FRANCHISED STORE STATUS SUMMARY FOR YEARS 2005/2004/2003

State	Transfers	Canceled or Terminated	Not Renewed	Reacquired by us	Left the System/ Other	Total from Left Columns	Franchises Operating at year end
Idaho	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Utah	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Totals	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/2/2

CHART II

STATUS OF COMPANY OWNED STORES FOR YEARS 2005/2004/2003

STATE	STORES CLOSED DURING YEAR	STORES OPENED DURING YEAR	TOTAL STORES OPERATING AT YEAR END
	0/0/0	0/0/0	0/0/0
TOTALS	0/0/0	0/0/0	0/0/0

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CHARTm

PROJECTED OPENINGS AS OF MARCH 2006

STATE	FRANCHISE AGREEMENTS SIGNED BUT STORE NOT OPENED	PROJECTED FRANCHISED NEW STORES IN THE NEXT FISCAL YEAR	PROJECTED COMPANY OWNED OPENINGS IN NEXT FISCAL YEAR
Arizona	4	8	0
Oregon		9	0
California	17	9	0
Houston		2	0
Florida		2	0
Idaho		0	0
New York	1	3	1

TOTALS	25	26	0

A list of the names, addresses and telephone numbers of all Booster Juice Businesses is attached to this Offering Circular as Exhibit E.

The name and last known home address and telephone number of every Franchisee who has had a Business terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement during fiscal year 2005 or who has not communicated with us within 10 weeks of the date of this Offering Circular is: NONE.

ITEM 21 - FINANCIAL STATEMENTS

Attached to the Offering Circular as Exhibit D is our audited financial statement as of December 31^st, 2005.

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ITEM 22 - CONTRACTS

Attached to this Offering Circular are the following contracts: Exhibit B - Franchise Agreement Exhibit J - Regional Development Agreement Exhibit H - State-Specific Riders to Franchise Agreement

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ITEM 23 - RECEIPT

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS OFFERING CIRCULAR AND ALL AGREEMENTS CAREFULLY.

IF WE OFFER YOU A FRANCHISE, WE MUST PROVIDE THIS OFFERING CIRCULAR TO YOU BY THE EARLIEST OF:

A. THE FIRST PERSONAL MEETING TO DISCUSS THE BOOSTER JUICE FRANCHISE; OR,

B. TEN BUSINESS DAYS BEFORE SIGNING OF A BINDING AGREEMENT; OR

C. TEN BUSINESS DAYS BEFORE ANY PAYMENT TO US.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN A FRANCHISE AGREEMENT.

IF WE DO NOT DELIVER THIS OFFERING CIRCULAR ON TIME OR IF IT CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON D.C. 20580 AND THE APPROPRIATE STATE AGENCY IDENTIFIED ON EXHIBIT A.

We authorize the respective state agencies identified on Exhibit A to receive service of process for us in the particular state.

I have received a Booster Juice Uniform Franchise Offering Circular dated____________, 200___.

This Offering Circular included the following Exhibits:

A List of State Agencies/Agents for Service of Process

B Franchise Agreement

C Operations Manual Table of Contents

D Financial Statements

E List of Booster Juice Stores

F Nondisclosure and Non-competition Agreement

G Collateral Assignment of Lease

H State-Specific Riders to Franchise Agreement

I Conversion Addendum

J RDA, Regional Development Agreement

K Receipt

Corporate Franchisee: Individual Franchisee(s) ________________________ Sign: ________________________

By: ________________________ Print: ________________________

Date:_____________ Date:

UFOC 2006

The Free Franchise Resource Center

UFOC

Sample UFOC