UFOC

Sample UFOC

FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES & MULTI-RESTAURANT DEVELOPERS

BOSTON PIZZA RESTAURANTS, LP

("Boston's The Gourmet Pizza")

Date of Issuance: March 31, 2006

INFORMATION FOR PROSPECTIVE FRANCHISEES REQUIRED BY FEDERAL TRADE COMMISSION

**************

To protect you, we've required your franchisor to give you this information. We haven't checked it, and don't know if it's correct. It should help you make up your mind. Study it carefully. While it includes some information about your contract, don't rely on it alone to understand your contract. Read all of your contract carefully. Buying a franchise is a complicated investment. Take your time to decide. If possible, show your contract and this information to an advisor, like a lawyer or an accountant. If you find anything you think may be wrong or anything you think important that's been left out, you should let us know about it. It may be against the law.

There may also be laws about franchising in your State. Ask your state agencies about them.

Federal Trade Commission Washington, D.C. 20580

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FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES & MULTI-RESTAURANT DEVELOPERS

BOSTON PIZZA RESTAURANTS, LP

1501 LBJ Freeway, Suite 450

Dallas Texas, 75234

Telephone: 972/484-9022

Facsimile: 972/484-7630

restaurant & sports bar www.bostonsgourmet.com

The franchisee will establish and operate a Boston's The Gourmet Pizza restaurant specializing in the sale of pizza and pasta dishes in a full service casual dining restaurant environment. The concept includes a sports theme bar area and extended menu offerings.

The Initial Franchise Fee for the license to operate a single Restaurant (as defined in Item 1 of this Offering Circular) is $50,000. The estimated initial investment required for a single Restaurant ranges from approximately $1,699,000 to $2,780,500 excluding land costs. In our discretion, we may offer a Multi-Restaurant Development Agreement ("MRDA") to qualified candidates under which the multi-Restaurant developer would have the right to develop and operate a specified number of Restaurants. The Initial Franchise Fee for each Restaurant operated under an MRDA is $50,000. The Initial MRDA Fee is: (a) $50,000 for the first unit to be developed, plus (b) $25,000 for each remaining unit to be developed. The Initial MRDA Fee is due upon signing of the MRDA. The balance of the Initial Franchise Fee for each remaining Restaurant is due upon signing of each individual franchise agreement, a form of which is attached to this Offering Circular as Exhibit A ("Franchise Agreement").

Risk Factors (Not applicable in all states - See State Specific Addenda):

1. THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO LITIGATE WITH THE FRANCHISOR ONLY IN THE STATE OF TEXAS. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST YOU MORE TO LITIGATE WITH THE FRANCHISOR IN THE STATE OF TEXAS THAN IN YOUR HOME STATE.

2. THE FRANCHISE AGREEMENT STATES THAT TEXAS LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS. EVEN THOUGH THE FRANCHISE AGREEMENT PROVIDES THAT TEXAS LAW APPLIES, LOCAL LAW MAY SUPERCEDE IT IN YOUR STATE. PLEASE REFER TO THE STATE ADDENDA TO THE OFFERING CIRCULAR FOR DETAILS.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information about comparisons of franchisors may be available. Call the state administrators listed in Exhibit D or your public library for sources of information. Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular, If you learn that anything in this Offering Circular is untrue, contact the Federal Trade Commission and your state authority listed in Exhibit D.

See the FTC Cover Page and the State Registrations Page for the Date of Issuance and State Effective Dates

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BOSTON PIZZA RESTAURANTS, LP STATE REGISTRATIONS

This Offering Circular is registered, on file or exempt from registration in the following states with franchise registration and disclosure laws:

ppi¹*

California

Hawaii

Illinois

Indiana

Maryland

Michigan

Minnesota

New York

North Dakota

Rhode Island

South Dakota

Virginia

Washington

Wisconsin

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ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF CALIFORNIA

1. Item 3 is amended to reflect that:

Neither we nor any person identified in Item 2 of the Offering Circular is subject to any current 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 such persons from membership is such association or exchange.

2. Item 17 is amended by the addition of the following language:

California Business and Professions Code Sections 20000 through 20043 provide rights to you concerning termination or nonrenewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.

The Franchise Agreement provides for termination upon bankruptcy. This provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et seq.).

The Franchise Agreement contains covenants not to compete which extend beyond expiration or termination of the Agreement. These provisions may not be enforceable under California law.

The California Corporations Code, Section 31125 requires us to give you a disclosure document, approved by the Department of Corporations, prior to a solicitation of a proposed material modification of an existing franchise.

If the Franchise Agreement contains a liquidated damages clause, under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

The Franchise Agreement requires the application of the laws and forum of the state of Texas. This provision may be unenforceable under California Law.

You must sign a general release if you renew or transfer your franchise. California Corporations Code Sec. 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). California Business and Professions Code Sec. 20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).

The Franchise Agreement requires litigation in Dallas, Texas. This provision may not be enforceable under California law.

3. THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE OFFERING CIRCULAR.

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ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF ILLINOIS

1. Item 5 of this Offering Circular is amended by adding the following:

Pursuant to a requirement of the Illinois Attorney General based on our financial statements, and until written authorization is given by the Illinois Attorney General, the franchise fees paid by Illinois franchisees to us will be held in escrow until such time as we have met our initial obligations to our franchisee and the Restaurant is open and operating.

2. Item 17 of this Offering Circular is amended by adding the following:

In accordance with Illinois law 815 ILCS 705/19 and Rule Section 200.608, any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside Illinois is void with respect to any action which is otherwise enforceable in Illinois, except that the Franchise Agreement may provide for arbitration outside Illinois. In addition, Illinois law will govern the Franchise Agreement.

3. Item 17.f. of this Offering Circular is amended by adding the following:

Illinois law may affect the conditions under which we may terminate the Franchise Agreement, 815 ILCS 705/19 and Rule 200.608.

4. Item 17.i. of this Offering Circular is amended by adding the following: Illinois law may affect your rights on non-renewal, 815 ILCS 705/19 and 705/20.

5. Item 17.v. and w. of the second chart are amended by adding the following: Subject to state law.

6. The second paragraph of both copies of Exhibit H is revised to provide as follows:

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

1. THE FIRST PERSONAL MEETING TO DISCUSS THE FRANCHISE; OR

2. FOURTEEN CALENDAR DAYS BEFORE THE SIGNING OF A BINDING AGREEMENT; OR

3. FOURTEEN CALENDAR DAYS BEFORE A PAYMENT TO US.

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ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF MARYLAND

1. Item 11 is revised to include the following disclosure:

The State of Maryland has required us to post a surety bond to secure performance of our initial obligations to you.

2. Item 17.h. is amended to include the following sentence:

A provision in the Franchise Agreement that provides for termination on your bankruptcy may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.).

3. Items 17.c. and 17.m. are revised to provide that we cannot, as a condition to renewal or consent to assignment, require you to release any claims under the Maryland Franchise Registration and Disclosure Law.

4. Item 17.v. is revised to provide you may sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law. Any claims arising under the Maryland Franchise Registration and Disclosure Law must be brought within three years after the grant of the franchise.

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ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF MICHIGAN

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU:

(A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES.

(B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS.

(C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISION OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO CURE SUCH FAILURE.

(D) A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISE BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION APPLIES ONLY IF: (i)THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.

(E) A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL PROVISION.

(F) A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE.

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(G) A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO:

(i) THE FAILURE OF THE PROPOSED TRANSFEREE TO MEET THE FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS.

(ii) THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.

(iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS.

(iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER.

(H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C).

(I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR

INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.

As to any state law described in this Addendum that declares void or unenforceable any provision contained in the Franchise Agreement, the Franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated.

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UFOC 3/06

ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF MINNESOTA

1. The following is added to the Cover Page and Items 17.v. and 17.w. of this Offering Circular:

ADDITIONAL RISK FACTOR:

Minn. stat. § 80C.21 and Minn, rule 2860.4400J prohibit us from requiring litigation to be conducted outside minnesota. in addition, nothing in the Offering circular or franchise agreement can abrogate or reduce any of your rights as provided for in minnesota statutes, chapter 80c, or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.

2. The following is added to Item 13 of this Offering Circular:

We will protect your right to use the Marks or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding your use of the Marks.

Minnesota considers it unfair for us not to protect your right to use the Marks. See Minn. Stat. Sec. 12. Subd. 1(g).

3. The following is added to Items 17.b. and 17.g. of this Offering Circular:

With respect to franchises governed by Minnesota law, we will comply with Minn. Stat. § Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that you be given 90 days notice of termination (with 60 days to cure) and 180 days for notice for non-renewal of the Franchise Agreement.

1. The following is added to Items 17.c. and 17.m. of this Offering Circular:

Minn. Rule 2860.4400D prohibits us from requiring you to consent to a general release.

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ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF NEW YORK

1. The following is added to the Cover Page of this Offering Circular:

SPECIAL RISK FACTORS:

If you learn that anything in this Offering Circular is untrue, contact the Federal Trade Commission and New York State Department of Law, Bureau of Investor Protection and Securities, 120 Broadway, 23rd Floor, New York, New York 10271.

The Franchisor may, if it chooses, negotiate with you about items covered in the Prospectus. However, the Franchisor cannot use the negotiating process to prevail upon a prospective franchisee to accept terms that are less favorable than those set forth in this Prospectus.

2. The following should be added to Item 3 of this Offering Circular:

Other than as described in the Prospectus, neither BPR nor any person identified in Item 2 above has any administrative, criminal or civil action pending against that person alleging: a felony; a violation of a franchise, antitrust or securities law; fraud, embezzlement, fraudulent conversion, misappropriation of property; unfair or deceptive practices or comparable civil or misdemeanor allegations.

Neither BPR nor any person identified in Item II above has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the 10-year period immediately preceding the application for registration, has been convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a civil action alleging: violation of a franchise, antifraud or securities law; fraud, embezzlement, fraudulent conversion or misappropriation of property, or unfair or deceptive practices or comparable allegations.

Neither BPR nor any person identified in Item 2 above is subject to a currently effective injunctive or restrictive order or decree relating to the franchise, or under a federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law resulting from a concluded or pending action or proceeding brought by a public agency, or is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.

3. The following should be added to Item 4 of this Offering Circular:

Neither BPR nor any predecessor, officer or general partner of BPR during the 10-year period immediately before the date of the offering circular: (a) filed as debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner in a partnership that either filed as a debtor (or had filed against it) a petition to start an action under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within one year after the officer or general partner of BPR held this position in the company or partnership.

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4. The following should be added to Item 5 of this Offering Circular:

Proceeds from the initial franchise fee will be used to cover our expenses associated with such things as:

(1) Providing you with initial training assistance and technical advice in establishing a Restaurant;

(2) Protection and enforcement of all trademarks, trade names and commercial symbols associated with our System;

(3) Continuing consultation and advisory assistance in the operation of the Restaurant;

(4) Legal and accounting fees and compliance with state and federal laws;

(5) Administrative expenses;

(6) Provision of an operations manual; and

(7) Organizational and development costs of building the franchise system.

5. Item 17, "Renewal, Termination, Transfer and Dispute Resolution", is supplemented under the categories entitled "Termination by Franchisee" and "Assignment of Contract by Franchisor" respectively, by the following language which will be deemed an integral part thereof:

Any general release required under the Franchise Agreement will be limited by the following, "all rights arising in your favor from the provisions of Article 33 of the GBL. of the State of New York and regulations issued thereunder will remain in force; it being the intent of this proviso that the non-waiver provisions of GBL., Sections 687.4 and 687.5 be satisfied."

Although the Franchise Agreement does not contain any provision permitting you to terminate the Agreement, you have whatever rights you may have under applicable law to terminate the Franchise Agreement.

No assignment will be made except to an Assignee who, in our opinion, is willing and able to assume our obligations under the Franchise Agreement.

The Franchise Agreement requires the application of Texas Law, however, the choice of law provision should not be considered a waiver of any right conferred on the franchisee by the General Business Law of the State of New York, Art. 33.

6. As to any state law described in this Addendum that declares void or unenforceable any provision contained in the Franchise Agreement, the Franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated.

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ADDENDUM TO BOSTON PIZZA RESTAURANTS, LP

OFFERING CIRCULAR

FOR THE STATE OF NORTH DAKOTA

1. Section 51-19-09 of the North Dakota Franchise Investment Law prohibits a franchisee to assent to a general release. To the extent any such general release is purported to be required by BPR, it is hereby rendered void with respect to all franchisees governed under the laws of North Dakota.

2. Section 51-19-09 of the North Dakota Franchise Investment Law prohibits a franchisee to consent to a waiver of exemplary and punitive damages. To the extent any such consent is purported to be required by BPR, it is hereby rendered void with respect to all franchisees governed under the laws of North Dakota.

3. Item 17.u. of this Offering Circular is deleted in its entirety, and in its place is added: Except for certain claims, all disputes will be arbitrated in the State of North Dakota.

4. Item 17 of this Offering Circular is amended by adding the following:

Post-term covenants not to compete are generally considered unenforceable in the State of North Dakota.

5. Item 17.v. of this Offering Circular is deleted in its entirety.

6. Item 17.w. of this Offering Circular is deleted in its entirety, and in its place is added: North Dakota law applies.

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TABLE OF CONTENTS

ITEM PAGE

ITEM 1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES..................................1

ITEM 2 BUSINESS EXPERIENCE...............................................................................................3

ITEM 3 LITIGATION.....................................................................................................................6

ITEM 4 BANKRUPTCY.................................................................................................................7

ITEM 5 INITIAL FRANCHISE FEE..............................................................................................7

ITEM 6 OTHER FEES....................................................................................................................7

ITEM 7 INITIAL INVESTMENT.................................................................................................11

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES..........................14

ITEM 9 FRANCHISEE'S OBLIGATIONS..................................................................................16

ITEM 10 FINANCING..................................................................................................................17

ITEM 11 FRANCHISOR'S OBLIGATIONS...............................................................................17

ITEM 12 TERRITORY.................................................................................................................23

ITEM 13 TRADEMARKS............................................................................................................26

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION........................27

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

RESTAURANT..........................................................................................................27

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL................................28

ITEM 17 RENEWAL, TERMINATION, TRANSFER & DISPUTE RESOLUTION................28

ITEM 18 PUBLIC FIGURES........................................................................................................31

ITEM 19 EARNINGS CLAIMS...................................................................................................31

ITEM 20 LIST OF OUTLETS......................................................................................................35

ITEM 21 FINANCIAL STATEMENTS.......................................................................................38

ITEM 22 CONTRACTS................................................................................................................38

ITEM 23 RECEIPT........................................................................................................................38

Exhibit A Franchise Agreement

Exhibit B Financial Statements

Exhibit C Roster of Franchisees

Exhibit D State Administrators & Agents For Service of Process

Exhibit E Multi-Restaurant Development Agreement

Exhibit F Operations Manual Table of Contents

Exhibit G List of Training Materials

Exhibit H Release

Exhibit I Receipt

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FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES & MULTI-RESTAURANT DEVELOPERS

BOSTON PIZZA RESTAURANTS, LP

ITEM1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

To simplify the language in this Offering Circular, "BPR" or "we" means Boston Pizza Restaurants, LP, the Franchisor. "You" means the person to whom the franchise is granted. If you are a business entity, including a corporation, general or limited partnership, limited liability company, limited liability partnership, or any other type of legal entity, the provisions of the Franchise Agreement and the MRDA also apply to your owners by virtue of the requirement that some or all your owners personally guarantee your obligations under, and agree to be personally bound by, these agreements.

The Franchisor, Its Predecessors and Affiliates

Boston Pizza Restaurants, LP ("BPR") is a Delaware limited partnership which maintains its principal place of business at 1501 LBJ Freeway, Suite 450, Dallas, TX, 75234. BPR was formed on December 21, 2001. BPR does business only under the names "Boston Pizza Restaurants, LP" and "Boston's The Gourmet Pizza" and does not do business under any other name.

BPR is owned by two affiliated companies: BPR GP, Inc., a Delaware corporation ("BPR GP") and Boston Pizza Restaurants (U.S.A.), Inc. ("BP USA"), a Delaware corporation. Members of BPR's management team directly own BP USA and BP USA owns BPR GP. The offices of BP USA and BPR GP are located at 1501 LBJ Freeway, Suite 450, Dallas, Texas 75234.

From October 1995 through December 21, 2001, franchises for Boston's the Gourmet Pizza Restaurants were offered for sale in the United States by BP USA. BP USA was registered to sell franchises in registration states in which it intended to make offers. On September 1, 2000, BP USA and Boston Pizza International, Inc. ("BPI") formed a general partnership for the purpose of financing BP USA's operations in the United States. The general partnership maintained a business address at Suite 250-1505 LBJ Freeway, Dallas, Texas 75234. The general partnership was not a separate entity, did not conduct any business in its own name, and did not take title to any assets in its own name. However, BPI and BP USA, the two general partners, filed tax returns and paid tax on BP USA's franchise agreement revenue and expenses. The franchise agreements were not formally assigned to the general partnership. BP USA continued to own and manage the U.S. franchises in trust for the benefit of the general partnership until December 21, 2001. BPR was formed on December 21, 2001, and all United States franchise rights, all current franchise agreements and MRDAs, and certain franchise-related assets were formally assigned and transferred from BP USA to BPR on December 21, 2001. BPR has been offering franchises for Restaurants in the United States since December 21, 2001.

BPR is affiliated with BP International Rights Holdings, Inc. ("BP Holdings"), a British Columbia, Canada corporation. BP Holdings serves as the holding company for the intellectual

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property rights for all countries except Canada. BPI grants franchises for "Boston Pizza" restaurants in Canada. BP Holdings and BPI are also located at Suite 200, 5500 Parkwood Way, Richmond, B.C. V6V 2M4.

BPR's agents for service of process are listed in Exhibit D to this Offering Circular.

The Business of the Franchisor

BPR grants franchises to qualified candidates for the operation of a Boston's The Gourmet Pizza restaurant. Two subsidiaries of BP USA each operate one Restaurant of the type being franchised. BPR is not presently engaged in business activities other than the development of the Boston's The Gourmet Pizza system and the offer, sale, and support of Restaurants.

The Restaurant

Boston's The Gourmet Pizza restaurant is a full service casual dining restaurant specializing in the sale of pizza and pasta dishes (referred to in this Offering Circular as a "Restaurant", which term includes both franchised outlets and outlets owned by BPR or its affiliates). The concept focuses on the casual dining sector of the market, catering to families, young adults and groups. Restaurants feature a contemporary lively decor package featuring bright colors, neon accents and signage, flexible seating areas and a sports theme bar area that is physically separated from the restaurant seating area. The bar area will offer a choice of stand up, at counter or sit down seating with an area dedicated to entertainment games like pool or darts. Finally, there will be a patio area that offers additional seating in a heated outdoor environment. BPR reserves the right to alter, add to or eliminate any of these items, and to change the decor of the Restaurant at any time.

The Restaurants primarily cater to on-premises business with take-out and delivery sales projected to be approximately 6% to 12% of total sales, although the results of individual Restaurants may vary. The typical Restaurant occupies approximately 6,000 to 7,500 square feet (including an outdoor patio of approximately 1,000 square feet) and seats approximately 180 to 230 customers.

The menu presently features an extensive offering of "classic" and "gourmet" pizzas, pasta, salads, chicken, steaks, ribs, appetizers and desserts as well as alcoholic and non-alcoholic beverages.

The contemporary decor package, friendly service style, varied and distinctive menu and flexible atmosphere appeals to a broad range of customer groups looking for a high quality, fun and casual place to eat.

Each Restaurant typically requires approximately 50 to 80 employees.

You will be licensed to use BPR's service mark "Boston's The Gourmet Pizza" and

logo, as well as related trademarks, trade dress, service marks, logos, and slogans (the "Proprietary Marks"), and the proprietary operating system ("System") owned by BP Holdings and licensed to BPR, for the operation of a Restaurant. Franchisees are also licensed to utilize BPR's confidential manuals (the "Manuals") which contain the standards and specifications for the management and operation of the Restaurant.

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BPR will grant to you a territory, based upon geographic population, in which to establish and operate your Restaurant. BPR will provide you with guidelines and specifications for the operation and management of the Restaurant, including advertising and promotional techniques.

BPR will provide an initial training program of up to seven weeks in the operation of the Restaurant for you and up to three managers. The training program will include three weeks in the kitchen, three weeks in customer service and one week of administrative and management procedures. Issues covered will include dining room management, labor cost controls, table service, bartending, hosting, kitchen management, administration, marketing and operations.

The general market for the Restaurant will be the general public, with a primary focus on adult customers. The restaurant market is well developed and highly competitive. You will compete with both independently owned and established chains of restaurants, pizza shops and sports bars.

You must comply with regulations specific to the food service industry as well as federal, state and local licensing requirements for the sale of alcoholic beverages.

Prior Business Experience of Boston Pizza Restaurants, LP

BPR has offered franchises for Restaurants since December 2001. Before that time, one of BPR's limited partners, BP USA, offered franchises for Restaurants between October 1995 and December 2001. Before October 1995, neither BPR nor any predecessor ever offered franchises in this, or any other, line of business. One of BPR's limited partners, BP USA, has two subsidiaries which each operate one corporate Boston's The Gourmet Pizza Restaurant. BPR's other affiliate, BPI, has offered franchises for Boston Pizza Restaurants in Canada since 1968.

ITEM 2 BUSINESS EXPERIENCE

Biographical information regarding BPR's general partner, limited partners, principal officers and other executives who have management responsibility for the operation of the business is listed below. There are no franchise brokers used in the offer of the Restaurant.

General Partner: BPR GP, Inc.

BPR GP, Inc. is a Delaware corporation formed on October 29, 2001, that owns a 1% general partnership interest in BPR.

Limited Partner: Boston Pizza Restaurants ("U.S.A.), Inc.

Boston Pizza Restaurants (U.S.A.), Inc. is a Delaware corporation formed on October 6, 1995 that owns a 99% limited partnership in BPR.

Chairman and Chief Executive Officer: WALTER J. f JIM) TRELIVING

Mr. Treliving has held the position of Chairman since November 2004 and Chief Executive Officer since December 2001. He held the position of President from December 2001 until November 2004, and Secretary and Treasurer from December 2001 to December 2003. Mr. Treliving oversees our operations and the development of the franchise system out of BPR's

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office in Dallas, Texas. Mr. Treliving has also served as a Director, Chief Executive Officer, Secretary/Treasurer and Chairman of BP USA since 1995. He is also the co-owner of BPI and has been involved with the Boston Pizza concept since the early 1960s. After serving the Royal Canadian Mounted Police, Mr. Treliving became a management trainee in the Edmonton, Canada Boston Pizza restaurant. He went on to purchase his own Boston Pizza franchise in Penticton, British Columbia in 1968. After establishing several additional Boston Pizza outlets, he joined with George Melville to acquire the franchise rights to the concept in 1983. Mr. Treliving has served as BPI's Director ever since.

Chief Executive Officer and President: GEORGE C. MELVILLE

Mr. Melville has served as BPR's Chief Executive Officer since December 2001 and as its President since November 2004. He served as BPR's Secretary and Treasurer from December 2002 to November 2004. Since 1995, Mr. Melville has also served as a Director and Chief Executive Officer of BP USA and was also previously its President. He is the co-owner of BPI. His duties and accomplishments have included the planning and execution of the growth and constant improvement of the Boston Pizza System. Mr. Melville earned his Chartered Accountant degree in 1968 and was appointed Manager of Peat Marwick Mitchell & Co., Penticton Branch in 1970. He has been active in business management and finance in many capacities over the years and is directly involved in the operation of Boston Pizza International Inc., and its many associated companies. He has been associated with Boston Pizza Restaurants since 1973.

Secretary: MICHAEL (MIKE) CORDOBA

Mr. Cordoba is presently serving as Secretary of BPR and has been doing so since November 2004. He served as Executive Director from December 2002 until November 2004. He previously served as President and Chief Operating Officer from December 2001 until December 2002. Mr. Cordoba has worked with BP USA since its inception in 1995 and has also worked for BPI since July of 1993. He has served as President and COO of BP USA since January 1, 2001. In addition, he has held many positions with BPI, including CEO, President, COO, Executive Vice President, Vice President of Finance and Controller.

Chief Operating Officer: MICHAEL F. BEST

Mr. Best has been with BPR since May 2003. He initially served as our Chief Financial Officer and has been Chief Operating Officer since November 2004. From January 1999 until April 2003, he served as President of MJ Designs in Irving, Texas. Mr. Best was Chief Financial Officer of JH Collectibles, Inc., in Milwaukee, Wisconsin, from August 1989 until December 1998.

Chief Financial Officer: TED BEAMAN

Mr. Beaman has been our Chief Financial Officer since April 2004. Mr. Beaman worked for Metromedia Restaurant Group in Dallas, Texas from 1990 to 2004, where he served as its Vice President of Finance for the Bennigan's Grill and Tavem concept and worked on several other restaurants concepts, including Steak & Ale, Ponderosa, Bonanza and the Tavern.

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Vice President - Marketing: HOWARD TERRY

Mr. Terry joined BPR in March 2003 as Vice President - Marketing, with responsibility for the strategic direction of BPR's brand, including advertising, menu development, public relations and merchandising. From September 2001 until March 2003, he was in Business Development for Sonus Advertising in Dallas, Texas. Mr. Terry was Senior Vice President Account Director for Bronn Forbes in Dallas, Texas from September 2000 to September 2001. He was Senior Vice President Account Manager for Publicis in Dallas, Texas from September 1998 until September 2000.

Vice President of Operations: WILLIAM P. HANCOX

Mr. Hancox has served as BPR's Vice President of Operations since August 2005. Mr. Hancox served as BPR's Director of Operations from November 1998 to July 2005. Mr. Hancox has been affiliated with BPR since its inception in December 2001 and in September of 1998 was promoted to the position.of Director of Operations for BP USA. Before joining BP USA, Mr. Hancox was Special Project Manager at BPI from 1993 until 1998 in Richmond, British Columbia. Mr. Hancox brings over 20 years of food service industry experience to BPR and will be responsible for overseeing all of BPR's foodservice operations.

Director of U.S. Development: STEVE GELLMAN

Mr. Gellman joined BPR in December 2005 as our Director of U.S. Development, with responsibility for the expansion of BPR in the United States and Mexico. From July 2000 to December 2005 Mr. Gellman served as Director of Field Marketing and as a Franchise Business Consultant for Fazoli's Restaurants, Inc. in Lexington, Kentucky. Prior to this, Mr. Gellman was a Burger King franchisee in Colorado and worked for Burger King Corporation in various marketing positions.

Director of Operations: MIKE SEBA2CO

Mr. Sebazco has served as our Director of Operations since October 2005. From August 2002 to October 2005 Mr. Sebazco worked as a District Manager for Fox and Hound Restaurant Group in Fort Worth, Texas. From December 1989 to September 2002 he served as Director of Operations for Avado Brands Inc.'s Don Pablo's concept, located in Dallas, Texas.

Director of Training and Development: CATHY GAINEY

Ms. Gainey was promoted to Director of Training and Development, effective December 2004. She joined BP USA in March of 1999 as Senior Corporate Trainer for the United States. She was promoted to Training Manager in September 2000 and became an employee of BPR in December 2001. Ms. Gainey was Director of Training for The Original Pasta Company from October 1997 until March 1999. From 1992 until 1997, she was Area Training Developer for Brinker International. She gained extensive experience in training and development for managers and staff, manual design and human resource training. She has also been a member of CHART (Council of Hotel and Restaurant Trainers) for a number of years. As Training Manager, Ms. Gainey will be responsible for managing the corporate trainers, organizing and following up with all United States new store openings, Franchisee training as well as in-house training at the store level.

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Director of Real Estate: CLARK C. ELMS

Mr. Elms was promoted to Director of Real Estate in July 2005. He served as Real Estate Manager for BPR from November 2004 to July 2005. From September 2003 to October 2004 Mr. Elms worked for Benderson Development in Dallas, Texas, as its Development Manager. From March 1995 to June 2003 Mr. Elms worked for McDonald's Corporation in Dallas, Texas, as its Director of Real Estate.

Director of Construction: MICHAEL WALDEN

Mr. Walden was promoted to Director of Construction, effective December 2004. He has been our Construction and Development Manager since March 4, 2003. From March 2000 until March 2003, he was Project Manager for Wilson Barnes in Dallas, Texas. From January 1995 until March 2000, Mr. Walden was President of Ranger Assets, Inc. in Dallas, Texas.

National Marketing Director: DIANNA ROBINSON

Ms. Robinson has been our National Marketing Director since September 2005, with responsibility for development of our national marketing calendar, concept and creative development for national marketing programs and supervision of media planning and co-op activities. From February 2004 until September 2005, Ms. Robinson worked as the Marketing Director for Real Options for Women in Piano, Texas. From August 2003 until January 2004, Ms. Robinson worked as a Marketing Manager for Brinker International in Dallas, Texas. From February 1997 until August 2003, Ms. Robinson worked as a Marketing Consultant for DR Strategic Communications in Frisco, Texas.

ITEM 3 LITIGATION

On April 27, 2005, BPR filed an action against a former franchisee and developer and its guarantors, entitled Boston Pizza Restaurants, LP vs. Or-Can, LLC et al. (US. Dist. Ct., Western District of Washington at Tacoma, Case No. C055295), alleging, among other things, violation of the Lanham Act, breach of certain post-termination obligations under the terminated franchise agreements and development agreement with the defendants, and misappropriation of trade secrets and confidential information. On June 27, 2005, certain of the defendants filed a counterclaim against BPR alleging, among other things, fraud and violation of the Washington Franchise Investment Protection Act in connection with the offer and sale of the terminated franchise agreements and development agreement. The defendants sought rescission, damages of $2.5 million ($2 million of which the defendants sought to treble), costs and attorney fees. BPR denied all counterclaims. This case was removed to the bankruptcy court in Portland, Oregon after Or-Can, LLC filed for bankruptcy on July 15, 2005 (Adversary Proceeding No. 05-03307-elp). On March 20, 2006, the parties entered into a settlement agreement under which BPR agreed, without admitting fault or liability, to pay $25,000 to the bankruptcy estate of Or-Can, LLC and to undertake the removal all Boston Pizza signs from the defendant's premises. In its complaint, BPR alleged that the post-termination display of such signs violated the Lanham Act and breached the defendant's obligations under the franchise agreement. Or-Can, LLC agreed, among other things, to remove BPR's proprietary software from its computer system and to return BPR's proprietary supplies. Similarly, BPR alleged in its complaint that Or-Can, LLC's retention and/or use of such software and supplies breached the defendant's obligations under the terminated franchise agreement and constituted misappropriation of BPR's trade

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secrets and confidential information. Because Or-Can, LLC remains a debtor in bankruptcy, the settlement agreement is subject to bankruptcy court approval.

Except for the 1 action described above, no litigation must 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 that must be disclosed in this ITEM.

ITEM 5 INITIAL FRANCHISE FEE

Single Unit Franchisees

The initial franchise fee payable to BPR by a franchisee who is granted the right to operate a single Restaurant is $50,000. This amount is payable in full upon the signing of the Franchise Agreement, a form of which is attached to this Offering Circular as Exhibit A. The entire initial franchise fee is deemed fully earned by BPR upon receipt, is non-refundable and is uniformly imposed.

Multi-Restaurant Developers

At BPR's discretion, it may offer to qualified candidates an MRDA, attached to this Offering Circular as Exhibit E, under which the multi-Restaurant developer obtains the right to develop and operate a specified number of Restaurants. BPR will only grant MRDA rights to entities who develop at least two Restaurants. The Initial MRDA Fee is (1) $50,000 for the first unit to be developed, plus (2) $25,000 for each remaining unit to be developed. The balance of $25,000 is due upon the signing of each remaining Franchise Agreement. All amounts collected are fully earned upon receipt and are nonrefundable. Multi-Restaurant developers are not permitted to enter into subfranchise relationships. Multi-Restaurant developers must own at least a 51% equity interest in each Restaurant, unless otherwise approved in writing by BPR.

ITEM 6 OTHER FEES

Name of Fee	Amount	Due Date
Royalty Fee (1)	5%ofGrossSales(2)	Weekly
Mandatory Advertising (3): a) National Cooperative Advertising Fund Contribution b) Minimum Local Marketing Expenditure	4% of Gross Sales: 3% of Gross Sales 1% of Gross Sales	For National Cooperative Advertising Fund, same as royalty payments Ongoing (quarterly substantiation required)
Late Payment Fee and Interest (4)	$100 per week plus interest at two times the prime rate per annum or the highest rate permitted by state law, whichever is less ("Default Rate")	Immediately if payment is overdue

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Name of Fee	Amount	Due Date
Transfer Fee (5)	25% of the then current initial franchise fee for each Restaurant being transferred	30 days before the transfer
Audit Fee (6)	Cost of audit plus interest on the underpayment at the Default Rate	Due only if the audit shows an understatement of 3% or more
Training Expenses (7)	$50 per person	During initial training
Indemnification (8)	All losses and expenses incurred	Upon being incurred by BPR
Management Consulting Fee (9)	$350 per person per day plus expenses	Before consultation
Insurance (10)	Variable	Monthly
Financial Statements (11)	Variable	Monthly and Yearly
Meeting Expenses (12)	Variable	Three times per year
Refurbishment Costs (13)	Variable	Not more often than once every seven years
Renewal Fee (14)	25% of the then current initial franchise fee	Upon signing of then-current form of franchise agreement
Manual Replacement Fee (15)	$500 per volume	Due only if a volume of the set of Manuals is lost, stolen, damaged, etc.
Liquidated Damages (16)	3 years worth of projected Royalty Fees	Upon our termination based upon your material default

Notes:

(1) Royalty Fee. In addition to the initial franchise fee discussed above in ITEM 5, you will be required to pay to BPR a continuing nonrefundable weekly royalty fee for each Restaurant in an amount equal to 5% of your weekly Gross Sales, as that term is defined below. The royalty fee is nonrefundable and shall be paid weekly to BPR via the direct debit program BPR establishes with your bank to allow for the electronic transfer of royalty and advertising payments.

(2) Gross Sales. "Gross Sales" is defined as all sales generated through the Restaurant including fees for any products or goods sold by the Franchisee, whether for cash or credit (regardless of collectability, except as provided below), and income of every kind or nature related to the Restaurant, including, without limitation, revenues from the sale of branded merchandise and food products and from the use of jukeboxes, vending machines, video games, pinball machines or similar arcade-like machines, and from video lottery terminals and games of chance where permitted by law; provided, however, that "Gross Sales" shall not include any sales tax or other taxes collected from customers by the Franchisee for transmittal to the appropriate taxing authority. When calculating Gross Sales, the Franchisee may deduct that portion of the normal full menu price of any item that is not collected by the Franchisee as a result of Franchisor-approved promotions (whether local or system-wide, including coupons) and manager discounts (collectively, "Sales Discounts"), as well as discounted employee meals. Sales Discounts and discounted employee meals must be fully disclosed on all reports submitted to the Franchisor by the Franchisee and Franchisor reserves the right, in its sole discretion, to disallow any Sales Discounts not meeting the requirements set forth by Franchisor. Sales Discounts and discounted employee meals each may not exceed 2.5% of Gross Sales (as calculated before the deduction for Sales Discounts and discounted employee meals).

(3) Mandatory Advertising. Throughout the term of the Franchise Agreement, you will be required to devote a minimum of 4% of your Gross Sales to local marketing and the National Cooperative Advertising Fund (the "Advertising Fund"). BPR will require you

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to contribute 3% of your Gross Sales to the Advertising Fund and to spend 1% of your Gross Sales on local marketing.

a) National Cooperative Advertising Fund Contribution. Throughout the term of the Franchise Agreement, you will be required to contribute 3% of your Gross Sales, at BPR's discretion, to the Advertising Fund. BPR will collect your contribution weekly via the direct debit program. BPR reserves the right to charge reasonable administrative fees to the Advertising Fund.

b) Minimum Local Marketing Expenditure. In addition to your contribution to the Advertising Fund, you will be required to spend quarterly a minimum of 1% of Gross Sales on your own local marketing and promotion. This local marketing and promotion will be conducted by you individually or, at BPR's discretion, with other franchisees in your region. Your local marketing must comply with the policies and procedures established by BPR for the prior approval of all proposed marketing and promotion campaigns and materials. You will be required to submit to BPR a quarterly report demonstrating that you have fulfilled your local marketing requirements.

(4) Late Payment Fee and Interest. If any sums required to be paid by you to BPR under the Franchise Agreement are not paid when due, or if there are insufficient funds in your account under BPR's direct debit program, a late payment fee of $100 will be assessed each time, and for each subsequent week, that the payment is delinquent, and all overdue amounts will bear interest, until paid, at the rate of two times the prime rate then being charged by the Chase Manhattan Bank, N.A. on the date payment was due or the highest rate permitted by applicable state law, whichever is less (the "Default Rate"). Interest shall be calculated on a daily basis. Interest charges are nonrefundable.

(5) Transfer Fee. Under the Franchise Agreement a nonrefundable transfer fee equal to 25% of the then current initial franchise fee, and under the MRDA a nonrefundable transfer fee equal to 25% of the number of single units transferred multiplied by the then current initial franchise fee for a single unit, must be paid by you to BPR to cover BPR's administrative and other expenses incurred because of the transfer of the Restaurant. The transfer fee applies only if you transfer 50% or more cumulatively during the term of the Franchise Agreement or MRDA of your ownership interest to third parties. The transfer fee will not apply if the transfer is made by you to a corporation or other business entity formed solely for the convenience of ownership. You must advise us of any pending transfer, and all transfers must comply with the terms of the Franchise Agreement and consistent with the transfer guidelines provided to you by BPR. The transfer fee shall be fully paid before any transfer. In addition, at the transferee's expense, the transferee, its principal or general manager and at least three managers shall complete any training programs then in effect for current franchisees upon BPR's reasonable terms and conditions. The transfer fee is nonrefundable.

(6) Audit Fee and Related Financial Reporting Obligations. BPR has the right to audit the books and records of the Restaurant upon reasonable notice to you, but not more than two times each calendar year. Audits will be conducted at BPR's expense, unless an audit discloses an understatement in any report of 3% or more, in which case you must pay for any and all costs and expenses incurred by BPR in the audit (including, without limitation, reasonable accountants' and attorneys' fees), together with interest on the

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undisclosed or underreported sums at the Default Rate which will be payable immediately upon receipt of written notice from BPR. All audit fees, costs and expenses, as well as the interest, are nonrefundable.

(7) Training Costs. BPR's training program will contain six weeks of initial training in restaurant operations at BPR's training center in Dallas, Texas. The six-week program is then followed by a one-week program at BPR's training center in Dallas, Texas or at BPI's training facility in Richmond, British Columbia, Canada. The total required training program therefore is seven weeks for an Operating Principal and general manager. In addition to the Operating Principal and general manager training, the kitchen manager will be required to complete the Heart of the House ("HOH") training which will be held in Dallas, Texas. BPR will provide the initial training program, including curriculum materials, at no cost to you; however, you will be solely responsible for your expenses and those of your employees. Your expenses will include the cost of travel, lodging, meals, and the wages of your employees. At our discretion, we can charge you $350 per day per person. All Non-Operating Principal owners will be required to attend a one-week BPR orientation program in Dallas, Texas approximately 120 days before opening. BPR will charge $50 per attendee to cover the costs of course materials but will not charge for other internal costs, (see Item 11)

(8) Indemnification. Under the Franchise Agreement, you are obligated to indemnify BPR from all losses and expenses incurred in any action, suit, proceeding, claim, demand, investigation, or formal or informal inquiry (regardless of whether same is reduced to judgment) or any settlement which arises out of or is based upon any of the items listed in Section XVIII of the Franchise Agreement entitled, "Independent Contractor and Indemnification."

(9) Management Consulting Fee. You may retain BPR to provide management consulting services for special projects or assistance based upon availability of BPR's personnel at the rate of $350 per person per day plus reimbursement of all reasonable travel, lodging, meal and other expenses incurred by BPR in the rendering of the services. BPR reserves the right to make reasonable adjustments to the daily rate at its discretion. These consulting fees are nonrefundable and must be paid to BPR in advance. Reimbursable costs must be paid to BPR within 15 days of the date of invoice.

(10) Insurance. You will be required to maintain, at your sole expense, insurance against all types of liability, including comprehensive third party liability, including product liability, in a minimum amount of $5,000,000 and name BPR as a named insured under your policy. You must also carry sufficient other insurance to maintain the continuity of the Restaurant and protecting BPR's interests including the building, leasehold improvements, inventory, equipment and business interruption. As more fully described in the Manuals (See ITEM 11) provided to you by BPR, you must also comply with statutory workman's compensation insurance, and any other compulsory employer-employee deductions, and will, upon request, provide evidence of the same to BPR. You must submit proof of insurance to BPR at the start of each renewal period and upon any request by BPR.

(11) Financial Statements. You will be required to provide BPR annually, within 90 days of your fiscal year end, with audited financial statements for the previous year. You must also provide monthly financial statements to BPR within ten days of each month end in a

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form approved by BPR. The cost of preparation of these financial statements will be paid by you.

(12) Meeting Expenses. You will be required to attend, at your own cost, at least three national or regional meetings per year of no longer than four days duration each at a locations to be designated each year by BPR. BPR may cancel its national or regional meetings, reschedule its national or regional meetings, or increase the number of meetings in any given year in its sole discretion.

(13) Refurbishment Costs. Once every seven years from the opening date of each Restaurant, you will be required to make refurbishment to the Restaurant at your own expense as BPR may require to rejuvenate your operation to the then-current standards for new franchisees.

(14) Renewal Fee. If you elect to renew the Franchise Agreement upon the expiration of the initial term, you will be required to pay a renewal fee equal to 25% of the then-current initial franchise fee.

(15) Manual Replacement Fee. If a volume of the set of Manuals is lost, stolen or destroyed, you will be required to pay BPR a nonrefundable replacement fee of $500 for each replacement volume.

(16) Liquidated Damages. The projected Royalty Fees are computed on the basis of the last six months that the Restaurant was in operation.

ITEM 7

INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT⁰*⁽²⁾

	AMOUNT	METHOD	WHEN DUE	TO WHOM
Franchise Fee (3) a) Single Unit Franchisees b) Multi-Restaurant Developers (3)	$50,000 MRDA Fee of $50,000 for the first unit plus $25,000 multiplied by # of additional units to be developed	Lump Sum Lump Sum	Upon signing of Franchise Agreement Upon signing of MRDA	BPR BPR
Site Investigation Report(4)	$1,500-52,500	As arranged	As incurred	Contractors
Geotechnical Report(5)	$2,500-54,000	As arranged	As incurred	Contractors
Civil Engineer(6)	$ 15,000-535,000	As arranged	As incurred	Contractors
Architectural (7)	$28,000 - $37,000	As arranged	Before opening	Architect
Land Costs (8)	Not included	As arranged	As incurred	Developer
Building Permits & Licensing (9)	$5,000-512,000	As arranged	Before opening	Government Agencies
Building Cost (10)	5992,000-51,614,000	As arranged	As incurred	Contractors
Site Work/Improvements (11)	50-5256,000	As arranged	As incurred	Contractors
Signage (12)	$44,00-$65,000	As arranged	Before opening	Suppliers
Furniture, Fixtures & Equipment (13)	$367,000-5415,000	As arranged	As incurred	Suppliers
POS Equipment & Computer (14)	538,000 - 546,000	As arranged	As incurred	Suppliers
Initial Training Expenses (15)	$45,000 - $76,000	As arranged	As incurred	Third Parties
Legal & Accounting (16)	$10,000-$30,000	As arranged	As incurred	Attorney, Accountant
Inventory (17)	$22,000 - $28,000	As arranged	As incurred	Suppliers \|

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	AMOUNT	METHOD	WHEN DUE	TO WHOM
Manager's Salary (18)	$29,000 - $35,000
Additional Funds (3 months) (19)	$50,000 - $75,000	As incurred	Varied Times	Suppliers
TOTAL (20)	$1,699,000-52,780,500

NOTES:

(1) U.S. Dollars. All dollars specified in this Item are in U.S. currency.

(2) Basis for Estimates. These costs are based in part on high-low ranges reported to us by franchisees operating 12 Restaurants that opened between August 31, 2004 and December 31, 2005. These Restaurants were selected because they represent the new prototype that will be built by franchisees going forward. There were an additional 6 Restaurants built under the new prototype during this time period that were excluded from this analysis. Those 6 Restaurants were excluded because the construction process for those Restaurants was not subject to competitive bidding and thus the costs of those projects cannot be independently verified to be accurate or representative. Costs included were based on open shop practices with no premium built in for the cost of union labor.

(3) Initial Franchise Fee. As described above in ITEM 5, the total initial franchise fee that you will pay to BPR if you are a single unit franchise is $50,000. This fee is payable in full upon signing of the Franchise Agreement. The total initial MRDA fee is $50,000 for the first unit plus $25,000 for each additional unit to be developed. The $25,000 balance for the initial franchise fee is paid upon signing each individual Franchise Agreement. All initial franchise fees are fully earned receipt by BPR and are non-refundable.

(4) Site Investigation Report. This report addresses a wide range of site specific variables that may impact the performance of the Restaurant. Variables evaluated and measured under this report include, but are not limited to, zoning, public works/engineering, sign requirements, building setbacks, landscape requirements, parking requirements, exterior building architecture, site grading requirements, adjacent street conditions, smoking and liquor laws and similar variables.

(5) Geotechnical Report. This report determines soil conditions (e.g. sand, clay, water) at the site on which the Restaurant will rest and identifies what action, if any, should be taken to ensure that the Restaurant is built upon a solid physical foundation.

(6) Civil Engineer. This range represents the estimated consultant and professional design fees and building permit costs associated with the development of your Restaurant. These costs are representative of the most common consulting and design services required to develop the information necessary for the production of the civil and architectural drawings required to permit your Restaurant. Expanded services such as extensive planning and zoning meetings, city council presentations/meetings, artistic renderings, traffic impact analysis, environmental impact reviews, and other extensive services are not included in these estimates.

(7) Architectural Services. You will be provided a prototypical set of drawings for a Restaurant. These drawings must be site adapted to each individual site as required to meet local and state building codes. This range represents the estimated cost you will pay for the architectural services required to "site adapt" the prototype drawings for your

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location as required to receive a building permit. Extensive revisions to the prototype which might be required by a municipality or other government officials are not included in this range. We provide the architect with a "site adapt" scope of work which identifies the level of services included in this range..

(8) Land Costs, Land costs will vary depending upon the area in which your Restaurant is located.

(9) Building Permits. Aids to Construction, and Liquor Licenses. This range is representative of Building permit cost only and is only an average estimate. Aids to construction fees (tap/pro-rata fees, the costs of which are distributed to participants based on the authority of each city for items such as water and sewer usage fees, meter fees, environmental impact fees, electrical service fees, utility deposit fees, etc.) and liquor licenses are not included. These costs vary too widely to provide an accurate range. You should contact your state and local governmental agencies to inquire as to the amount and requirements of these items.

You must comply with federal, state and local licensing requirements for the sale of alcoholic beverages and for the operation, if any, of gaming and lottery equipment. This range applies only to the average locality; however, some areas operate under a quota system for permits and the costs associated with obtaining a license in these areas can be extremely expensive and time consuming. Other permits may be required before you may open your Restaurant.

(10) Building Costs. This range represents the estimated construction and interior improvement costs for the shell building, including millwork. The average building costs for the 12 Restaurants referenced in footnote 2 above was approximately $1,233,000.

(11) Site Work/Improvements. This estimate includes the costs for site preparation and pre-construction work. These costs may vary greatly depending upon the condition of the land, environmental factors and whether or not you will buy or lease the site.

(12) Signage. This amount includes the costs of building sings, monument signs and exterior neon signage.

(13) Furniture, Fixtures & Equipment. This entry represents the cost for the purchase of furniture, fixtures, and equipment for your Restaurant. It includes items such as kitchen equipment, smallwares, televisions and sound systems, security, decorative package, furniture, uniforms, fountain dispensers, draft beer dispensers, phone system and other miscellaneous fixtures and equipment.

(14) POS Equipment & Computer. You will be required to purchase a point-of-sale system in accordance with BPR's specifications from an approved supplier.

(15) Initial Training Expenses. This amount represents the estimated cost to hire and train a management team and hourly employees who will staff the Restaurant. This entry includes expenses associated with the attendance at BPR's initial training program as well as with the on-site training provided by BPR employees during the opening of your Restaurant. See ITEM 11 for more information on BPR's initial training program.

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(16) Legal & Accounting. This item is the estimated cost of basic legal and accounting services provided to you by legal and accounting firms.

(17) Inventory. You will be required to purchase an initial inventory of food products, beverages and restaurant supplies according to BPR's specifications.

(18) Manager's Salary. This is an estimate of the Manager's salary during training and prior to opening your Restaurant.

(19) Additional Funds. Since there is likely to be a cash shortfall during the initial operating phase of the Restaurant (approximately the first three months of operation), you will need to have additional funds available for your use. These additional funds will be needed for expenses such as marketing costs, the ongoing costs listed in ITEM 6, working capital needs, Managers' salary after opening and additional miscellaneous costs not listed in this ITEM 7.

(20) Total. BPR is unable to calculate the exact investment required of each franchisee for a Restaurant due to the many factors that influence the total project costs. The figures above are estimates only and may vary depending on location. These figures do not include shipping, installation or any applicable federal or state sales tax. Your initial investment will also vary considerably depending upon the method and amount of financing that you use. You will incur additional costs if you purchase the land on which your Restaurant is built. The Initial Franchise Fee and other items are shown in full, although they may be financed or leased by third parties. These ranges are estimates only. You should review these figures carefully with a business advisor before making a final decision.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Required or Approved Sources

BPR does not require you to purchase or lease any products or services directly from BPR or persons affiliated with BPR. However, in order to maintain the high standards, quality and uniformity of BPR's System, you must purchase certain proprietary food products from sources designated by BPR through its "National Buying Program", including: pizza mix, spice packs, sauces, salad dressings, pepperoni, meatballs and meat sauce, pasta, chicken, coffee, soft drinks, desserts, seafood, steaks, pizza toppings (bacon, ham and beef), packaging, cheese, soups, french fries, bread and uniforms. BPR and its affiliates may derive revenue from the sale of certain proprietary food products and restaurant equipment or receive rebates as a result of Franchisee purchases. BPR and its affiliates have the right to utilize this revenue for any purpose in their sole discretion. Although not required to, BPR generally uses this revenue to defer the cost of franchisee conferences, marketing initiatives and meetings. During the fiscal year ended December 31, 2005, BPR received $362,647 as a result of franchisees' purchases from designated sources. All of this money was deposited directly into the advertising fund and thus does not appear as part of BPR revenues on BPR's financial statement. If these funds were considered part of BPR's revenues, then BPR's total revenues would be $3,611,588 and the income resulting from franchisees' purchases would constitute 10.0% of total revenues.

Except as described in this Offering Circular, you are not required to purchase or lease from BPR or from BPR's designated sources, any goods, services, supplies, fixtures, equipment,

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inventory or real estate. BPR reserves the right to require you to purchase certain goods, services, supplies, fixtures, equipment, or inventory as it may specify in the Manuals.

BPR estimates that your purchases from BPR's designated sources will be not more than 20% of your total initial investment and not more than 20% of your ongoing expenses in the operation of the Restaurant. These amounts may vary.

We and our affiliates reserve the right to receive additional rebates and other consideration from present and future suppliers as a result of your purchases of goods, products and services. We will retain and use such payments as we deem appropriate. Neither BPR nor any affiliated company is currently an approved supplier.

Purchases According to Specification

In order to maintain the uniformly high standards and reputation of BPR's System, you will be required to purchase or lease certain items in accordance with the specifications and guidelines issued by BPR or from suppliers approved by BPR. This requirement applies to design and build-out standards, signage, uniforms, displays, and inventory. Specifications may include minimum standards for quality, quantity, delivery, performance, design, appearance, durability, style, warranties, price range and other related restrictions. BPR considers these specifications to be of critical importance to the success of the System. BPR's Manuals contain the specifications and they may be changed at any time, in BPR's sole discretion. If you propose to purchase or lease any items from a supplier not previously approved in writing by BPR, but which you believe meet BPR's quality control specifications, you must first notify BPR. BPR may require, among other things, submission of sufficient samples, specifications, photographs, drawings and other related information to determine whether items meet BPR's specifications.

BPR applies the following general criteria, among others, in considering whether the supplier will be designated as an approved supplier:

1. Ability to produce the products, services, supplies or equipment and meet BPR's standards and specifications for quality and uniformity;

2. Production and delivery capabilities and ability to meet supply commitments;

3. Integrity of ownership (to assure that its association with BPR would not be inconsistent with BPR's image or damage BPR's goodwill);

4. Financial stability; and

5. The negotiation of a mutually satisfactory license to protect BPR's intellectual property.

These criteria are only examples, and the criteria may change at any time at BPR's sole discretion.

BPR will advise you within 30 days whether the proposed supplier meets BPR's specifications, and BPR's approval will not be unreasonably withheld. You will be notified in writing of BPR's approval or disapproval of your proposed supplier. You will be notified in writing of a revocation of any approved supplier. Suppliers must maintain BPR's standards in

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accordance with written specifications and any modifications. Failure to correct a deviation from the System's specifications will result in the revocation of status as an approved supplier.

BPR may negotiate discounted prices for products with suppliers and you may, in that event, purchase products at the discounted price. BPR currently has no purchasing or distribution cooperatives serving the System. BPR does not provide material benefits to franchisees based on their use of designated or approved suppliers other than as disclosed in this ITEM 8.

Except as described in this ITEM 8, there are no other requirements for you to purchase or lease in accordance with specifications or from approved suppliers.

ITEM 9 FRANCHISEE'S OBLIGATIONS

THESE TABLES LIST YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AND OTHER AGREEMENTS. THEY WILL HELP YOU FIND MORE DETAILED INFORMATION ABOUT YOUR OBLIGATION IN THESE AGREEMENTS AND IN OTHER ITEMS OF THIS OFFERING CIRCULAR.

Single Unit Franchisees

Obligation	Section in Franchise Agreement	Items in Offering Circular
a. Site selection and acquisition/ lease	Section V.B	ITEM 11
b. Pre-opening purchases/leases	Section V.O	ITEMS 5, 7 and 8
c. Site development and other pre-opening requirements	Section V.D	ITEMS 5, 7, and 11
d. Initial and ongoing training	Sections V.E & V.H	ITEM 11
e. Opening	Section V.D	ITEM 11
f. Fees	Section IV	ITEMS 5 and 6
g. Compliance with standards and policies/operating manual	Section VII	ITEM 11
h. Trademarks and proprietary information	Sections VI, VII & VIII	ITEMS 13 and 14
i. Restrictions on products/services offered	Section V.N	ITEM 16
j. Warranty and customer service requirements	None	None
k. Territorial development and sales quotas	None	None
1. Ongoing product/service purchases	Section V.O	ITEM 8
m. Maintenance, appearance and remodeling requirements	Section V.M	None
n. Insurance	Section XI	None
o. Advertising	Section X	ITEMS 6 and 11
p. Indemnification	Section XVIII	ITEM 6
q. Owner's participation/ management/ staffing	Section V.G	ITEMS 11 and 15
r. Records and reports	Section IX	ITEM 17
s. Inspections and audits	Sections III.B.7 & IV.B	ITEMS 6 and 11
t. Transfer	Section XII	ITEMS 6 and 17
u. Renewal	Section II.B	ITEMS 6 and 17
v. Post-termination obligations	Section XIV	ITEM 17
w. Non-competition covenants	Section XV.B	ITEM 17
x. Dispute resolution	Sections XXV & XXVI	ITEM 7

Additional Provisions for Multi-Restaurant Developers

Obligation	Section in MRDA	Items in Offering Circular
a. Site selection and acquisition/ lease	Section V	ITEM 11
b. Pre-opening purchases/leases	None	ITEMS 5, 7 and 8

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Obligation	Section in MRDA	Items in Offering Circular
c. Site development and other pre- opening requirements	None	ITEMS 5, 7 and 11
d. Initial and ongoing training	Section III.C	ITEM 11
e. Opening	Sections III.C. & IV	ITEM 11
f. Fees	Section III	ITEMS 5 and 6
g. Compliance with standards and policies/Operating Manual	None	ITEM 11
h. Trademarks and proprietary information	Section X	ITEMS 13 and 14
i. Restrictions on products/services offered	None	ITEM 16
j. Warranty and customer service requirements	None	None
k. Territorial development and sales quotas	Section IV	ITEM 12
1. Ongoing product/service purchases	None	ITEM 8
m. Maintenance, appearance and remodeling requirements	None	None
n. Insurance	None	None
o. Advertising	None	ITEMS 6 and 11
p. Indemnification	Section XIV	ITEM 6
q. Owner's participation/ management/ staffing	Section I.D	ITEMS 11 and 15
r. Records and reports	Section XIII	ITEM 17
s. Inspections and audits	None	ITEMS 6 and 11
t. Transfer	Section VIII	ITEMS 6 and 17
u. Renewal	Section II	ITEMS 6 and 17
v. Post-termination obligations	Sections VII & XI	ITEM 17
w. Non-competition covenants	Section XI	ITEM 17
x. Dispute resolution	Section XXI	ITEM 17

ITEM 10 FINANCING

Neither BPR nor any affiliate of ours offers direct or indirect financing to you. We do not guarantee your note, lease or other obligations. We do not currently place financing with anyone and do not receive payment for placement of financing. We do not have any past or present practice or intention to sell, assign, or discount to any third party, any financing arrangements. Financing is normally arranged by you with the financial institution of your choice. BPR may, however, choose to assist you or other franchisees in developing a business plan and presenting the business plan on your or their behalf once you have executed a Franchise Agreement or MRDA. We may also introduce you or other franchisees to a financial institution or third party financing source after the MRDA or Franchise Agreement is signed.

ITEM 11 FRANCHISOR'S OBLIGATIONS

Except as listed below, BPR is not obligated to provide any assistance to you.

Under the terms of the Franchise Agreement, before you open your Restaurant, BPR will:

1. Provide a set of prototypical plans for the construction of a typical Restaurant.

These plans are for informational purposes only and are not to be relied upon by you in the construction of your Restaurant. You will be required to employ a registered architect or engineer previously approved by BPR and develop your own working drawings for the construction of your Restaurant. BPR must review and approve these plans before you begin construction. (See Section III.A of the Franchise Agreement). Your working drawings must substantially comply with BPR's prototypical plan unless changes are approved in writing in advance by BPR.

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2. Provide an initial training program in the operation of the Restaurant for you and up to three approved managers. (See Section III.A of the Franchise Agreement). BPR will provide pre-approval of your management team prior to their entering the initial training program.

3. Provide you with written specifications for the operation and management of the Restaurant. (See Section III.

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