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.A of the Franchise Agreement).

4. Loan to you one set of the BPR's confidential Manuals which will include specifications for equipment, supplies, inventory, management and operation. The Manuals are confidential and remain BPR's property. BPR may modify the Manuals, but these modifications will not alter your status and rights under the Franchise Agreement. (See Section III.A of the Franchise Agreement).

5. Provide you with site selection assistance as BPR deems advisable, subject to the availability of personnel. BPR's approval of the site is required before you commit to lease or purchase the site; however, a designation of the site as being suitable for a Restaurant shall not be deemed a representation or warranty as to the likelihood of success. You may operate the Restaurant only at a site approved by BPR, and BPR is not obligated to approve a site that is purchased or leased by you prior to obtaining BPR's approval. (See Section III.A. of the Franchise Agreement).

6. Provide you with up to five employees to provide on-site pre-opening and opening supervision and assistance for at least three weeks. BPR reserves the right to charge $350 per BPR employee per day for this on-site training. (See Section III.A. of the Franchise Agreement).

During the operation of the Restaurant, BPR will:

1. Provide general advisory assistance and field support deemed by BPR to be helpful to you in the ongoing operation, advertising and promotion of the Restaurant. (See Section III.B of the Franchise Agreement).

2. Continue BPR's efforts to establish and maintain high standards of quality, cleanliness, safety, customer satisfaction and service. (See Section III.B of the Franchise Agreement).

3. Loan to you updates, revisions and amendments to BPR's Manuals. (See Section III.B of the Franchise Agreement).

4. Subject to the availability of BPR's staff, provide management consulting services for special projects or assistance at the rate of $350 per person per day, plus reimbursement of all reasonable expenses incurred by BPR in the rendering of 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 in advance). (See Section III.B of the Franchise Agreement).

5. Administer the Advertising Fund. (See Section III.B of the Franchise Agreement).

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6. BPR may coordinate and conduct periodic mandatory training programs for its network of franchisees as it deems necessary in its sole discretion. (See Section III.B of the Franchise Agreement).

7. On a periodic basis, conduct, as BPR deems advisable, inspections of the Restaurant and its operations and evaluations of the methods and the staffing. (See Section III.B of the Franchise Agreement).

8. In order to facilitate communications between BPR and you, BPR will establish a Webmail mailbox for you on our BostonLink Intranet. Such mailbox may be used only to communicate with BPR and will serve as the primary method of communicating specific information between BPR and you. We reserve the right to modify or discontinue BostonLink and the Webmail mailbox communication system at any time in our sole discretion.

Obligations under MRDA

BPR does not provide any additional assistance to you under the MRDA which is not provided for in the Franchise Agreement. BPR will provide the standard site selection assistance for each Restaurant. BPR will provide the then-current initial advertising program and on-site opening assistance for the first three Restaurants developed by a multi-Restaurant developer (whether developed under an MRDA or under three independent Franchise Agreements signed without an MRDA). However, for subsequent Restaurants developed by a multi-Restaurant developer (whether developed under an MRDA or under three independent Franchise Agreements signed without an MRDA), BPR will provide the initial training only for the manager and will not provide on-site assistance.

Site Selection

Your site must be in your control (that is, a letter of intent has been accepted by all parties or a purchase agreement or option agreement has been signed) and approved in writing by BPR within 120 days of the effective date of the Franchise Agreement. In order to accomplish this, you will provide BPR with information regarding your potential site, together with fully executed site control documentation, related addenda, a preliminary site plan and a site investigation report (SIR). The criterion that BPR evaluates in the site approval process includes accessibility, visibility, traffic counts, demographics, and local competition. BPR will notify you of its preliminary approval or disapproval of the proposed site. Any offers to purchase or lease the site must be made contingent upon BPR's approval of the site and the preliminary site drawings. If we do not approve the potential site, you must find a different site. You must submit a copy of the proposed lease or purchase agreement for the site to BPR for approval. If applicable, you must also obtain the landlord's signature on the Mandatory Addendum to the Lease (See Attachment B to the Franchise Agreement) and submit a copy of the fully signed lease and Mandatory Addendum to Lease to BPR. Failure to obtain landlord's signature on the Mandatory Addendum may be treated as a default of your Franchise Agreement. If you fail to find a site that is acceptable to us within 120 days of the effective date of the Franchise Agreement, we may terminate the Franchise Agreement.

Advertising

BPR will establish and maintain the National Cooperative Advertising Fund (the "Advertising Fund"). This Advertising Fund is presently the sole advertising fund administered by BPR but BPR reserves the right to create and administer one or more additional advertising

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funds in its sole discretion. BPR will use the Advertising Fund to both prepare and disseminate advertising material. The media in which the advertising material may be disseminated includes print, Internet, radio and television. The scope of the advertising is currently local and regional, and may be national in scope in the future. BPR or its designated supplier will be the source of the advertising materials and you will not be permitted to use your own advertising materials without the prior written consent of BPR. There is currently no advertising council composed of franchisees. (See ITEM 6 for information on the amount you must contribute to the Advertising Fund.) Company-owned stores will contribute to the Advertising Fund on the same basis as franchisees. However, there are different percentage contribution levels among franchisees depending upon the year in which the particular franchise agreement was signed. There is currently no provision for increasing the amount of the advertising fee.

The advertising sums paid by you, other franchisees, and company-owned stores will be maintained in an account separate from other monies of BPR. BPR reserves the right to set up a separately incorporated subsidiary to administer the Advertising Fund. BPR will annually prepare an unaudited financial statement on the Advertising Fund account and franchisees will be permitted to review this statement upon request. BPR may deduct reasonable administrative fees, legal fees and other related fees from the Advertising Fund to cover expenses in administering the Advertising Fund, in its sole discretion. During the fiscal year ended December 31, 2005, 64.8% of the Advertising Fund was spent on media, 19.1% was spent on production and 16.2% was spent on administration (these percentages are rounded up to the nearest one-tenth of one percent).

BPR will allocate advertising funds as it deems appropriate in its sole discretion and its determination as to allocation of the advertising fees may not be contested. BPR is not required to spend any amount on advertising in the area where your Restaurant will be located, and BPR makes no promises or guarantees that your Restaurant will benefit equally with other Restaurants or at all from this advertising. If all of the advertising fees are not spent in the fiscal year in which they accrue, they remain in the Advertising Fund for use in the following year. Advertising funds are not used for the solicitation of franchisees. (See also ITEMS 6, 8, and 9 of this Offering Circular).

In addition to your contribution to the Advertising Fund, you will be required to spend a minimum sum quarterly on local marketing. (See ITEM 6 for information on the amount you must spend.) At BPR's direction, the local marketing expenditure must be conducted with other franchisees in your region. All of your advertising must comply with the policies and procedures established by BPR for the prior approval of all proposed marketing and promotional campaigns and materials. This amount is in addition to any advertising requirements imposed by your landlord (if any) under the terms of your lease. You must submit to BPR a quarterly accounting of your local marketing and promotion expenditures.

We reserve the right to require that local or regional advertising cooperatives be formed, changed, dissolved or merged.

You may not independently market on the Internet or use any domain name, address, locator, link, metatag or search technique with words or symbols the same or similar to the Proprietary Marks. BPR intends that any franchisee Web site be accessed only through BPR's home page. All Internet marketing must be coordinated through and approved by BPR.

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Training

Before you open your Restaurant, BPR will train you as follows:

A. Initial Training

Agenda Topics to be Covered	Instructional Material	Time Begun	Hours of Classroom Training	Hours of on-the-Job Training
Program orientation, food preparation, handling & storage, Servesafe	Training, Overheads, Videos, HOH Manual, FOH Systems	Weekl	8-10	40
Food preparation & production, combined with ordering, receiving, inventories and developing par levels	Manuals, Recipe Book, Videos, POSitouch back office	Week 2	15	40
Kitchen management and hands-on practice continued. Product knowledge exam	Food Systems Manual, Purchase Manual, Kitchen Manual	Week 3	8	50
Dining room orientation, bus tables, host, handling phones, takeout and delivery, introduction to point-of-sale system	Service Video, Service Manual, P.O.S. Manual	Week 4	10	50
Management orientation, floor supervision, daily admin, work & introduction to human resource issues and cost controls. Dining room and customer service exam	Administration Manual, Human Resources Manual, P.O.S. Manual	Week 5	10	50
Management continues with a stronger emphasis on cost controls, projections and marketing. Review and practical as required all staff and management functions. Hands-on quality assurance program, financial statements, recruitment strategy development and 4-hour completion exam	Administration, Human Resources, P.O.S., and Marketing Manuals, Case Study All Materials	Week 6	10 10 + 4 (exam)	20

B. Investor Orientation Program

Review and hands-on interaction with	Human Resources, Store
various departments, training, staff	Opening and Marketing	10-15
development and hiring, construction and	Manual and Labor and Budget	weeks	24	0
development, quality assurance program,	Workshop	before	24	0
purchasing, financials, marketing and		opening
opening of the Restaurant

BPR will charge $100 per attendee to cover the costs of course materials but will not charge for other internal costs. You must pay all travel and living expenses, along with employee wages, associated with the initial training program and the investor orientation program. The initial training program is mandatory for the operating principal (if different from general manager) general manager and kitchen manager. You must complete the training program and pass required written exams before the opening of the Restaurant. The first six weeks of training will be held at BPR's offices and corporate training center in Dallas, Texas, and will then be followed by a one-week program presented at BPR's training facility in Dallas, Texas. Cathy Gainey is our Director of Training and Development. See ITEM 2 for Ms. Gainey's experience. Ms. Gainey will be assisted by others who have had experience with various aspects of the Boston's The Gourmet Pizza business.

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In addition, in BPR's sole discretion, BPR will provide you with up to five of its employees for at least three weeks of on-site training before and during the opening of your Restaurant. BPR reserves the right to charge $350 per employee per day for this on-site training. On-site training will be available for multi-Restaurant developers for their first three Restaurants, after which the multi-Restaurant developer will be required to have its own opening support team in place to assist with its remaining Restaurant openings.

The Investor Orientation Program is mandatory for all non-operating franchisee principals and is held at BPR's offices and corporate training center in Dallas, Texas.

Ongoing training or re-training may be required as determined by BPR in its sole discretion. The cost of any ongoing training shall be paid by you.

Computer and Cash Register Requirements

You must purchase, use, maintain and update computer point-of-sale cash registers and other systems and software programs which meet our specifications as they evolve over time and which, in some cases, may only be available from us and/or designated suppliers. You must maintain your systems network and you must promptly update and otherwise change your computer hardware and software systems as we require, at your expense. We recommend, but do not require, that you purchase a maintenance agreement for both your hardware and software in order to reduce downtime and costs associated with repairs. You must pay all amounts charged by any supplier or licensor of the systems and programs used by you, including charges for use, maintenance, support and/or update of these systems or programs. We reserve the right to have independent access to information and data which is electronically collected. There are no contractual limitations on our right to access the information and data. In other words, we reserve the right to have unlimited access to the information and data and to poll all of our franchisees' systems. In order to accomplish this, you must maintain a dedicated telephone or broadband connection.

As of the date of this Offering Circular, the computer and cash register requirements are as follows:

Point-of-Sale System:

POSitouch Version 5.22 or higher developed by RDC POSitouch Inventory Module POSitouch Delivery Module POSitouch Time and Attendance POSitouch Gift Card Module

Other Software:

Symantec PC Anywhere 10.5 or higher

Remote Ware 4.0 Client

SonicWall Antivirus Software

Windows 2000/XP

Credit Card Software Trans +

Hardware:

12.1-inch Active Matrix IBM Surepos 4840-533 infrared touch screen terminals (between 4 and 7 depending upon the size of the store) HP Deskjet Laser Jet 3300 Printer

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PowerVar 350 UPS Backup power supply (one for back office and one for POS driver)

PowerVar 2.0 Power Conditioner (one per terminal) PowerVar .65 Power Conditioner (one per prep printer) PowerVar 1.0 Power Conditioner (one for hub/sonicwall) IBM Cash Drawer

IBM 4610-FT6 Thermal Guest Check Printers with cut bars IBM PC Suite Thinkcenter 2.4 Mhz, 40Gb, 256 RAM 16 Port -10/1 OObase T Network Hub Sonic WALL TZ170 SP w/10 nodes US Robotics modem Other:

Internet service

Broadband connection (if available)

Operations Manuals

The BPR "Operations Manual" is actually a number of different volumes called Systems Manuals which, as a whole, constitute BPR's operations manual (the "Manuals"). The Table of Contents of the Manuals are contained in Exhibit F to this Offering Circular.

Training Materials

A list of our current training materials is contained in Exhibit G to this Offering Circular. Opening

BPR estimates that the typical length of time between the signing of the Franchise Agreement and the opening of the Restaurant will be approximately eighteen months. Factors affecting this length of time are likely to include lease negotiation, financing arrangements, permitting and licensing, construction, and delivery and installation of equipment.

ITEM 12 TERRITORY

Franchise Agreement

Provided that you remain in full compliance with your obligations under the Franchise Agreement, we will not commence operation of, or grant a third party the right to commence operation of, a Restaurant at a physical premises within a one-mile radius of your Restaurant, unless such location is within the geographic boundaries of a statistical metropolitan area ("SMA") with a population greater than one million persons, in which case we will not commence operation of, or grant a third party the right to commence operation of, a Restaurant within a one-half-mile radius of your Restaurant (the "Territory"). However, we may commence operation of, or grant a third party the right to commence operation of, "quick express" units within non-captive venues within the Territory, after providing you with a thirty-day right of first refusal. We may also commence operation of, or grant a third party the right to commence operation of, "quick express" units in any captive venues within or outside the Territory, and you will not have any right of first refusal for "quick express" units located within captive venues. Under the Franchise Agreement, "captive" venues means locations in which customers will primarily be drawn from an enclosed or limited facility, including, for example, sports facilities

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and arenas, entertainment facilities, amusement parks, auditoriums, public transportation facilities, military bases and government facilities, college campuses, shopping malls (including food courts), grocery stores and supermarkets, hospitals and any other similar facilities and locations. A "quick express" unit is a Boston's The Gourmet Pizza restaurant operating under the System and the Proprietary Marks which offers a limited menu and/or limited service (rather than full service). We reserve all rights not expressly granted to you in the Franchise Agreement, including, for example, the right to take the following actions within or outside the Territory regardless of proximity to, or competitive impact on, your Restaurant:

1. Commence operation of company-owned restaurants or license third parties to commence operation of restaurants providing products or services under marks other than the Proprietary Marks;

2. Notwithstanding any rights of first refusal granted to you under the Franchise Agreement, offer and sell food products, including frozen products, under the Proprietary Marks or any other marks, through grocery stores, convenience stores, hotel shops and kiosks, theatres, gas stations or other retail locations, or through mail order or catalogues or on the Internet;

3. Notwithstanding any rights of first refusal granted to you under the Franchise Agreement, offer or sell food products, including frozen products, under the Proprietary Marks or any other marks at "Special Events" after providing you with thirty days notice and a ten day opportunity to participate in the "Special Event" under terms agreeable to BPR and you. "Special Event" means carnivals, fairs, school events, charity functions, community festivals, conventions, business gatherings, private parties and similar events and gatherings that last for no more than 30 consecutive days; and

4. Subject to the right of first refusal granted to you under the Franchise Agreement (as described above), offer or sell any products or services, under the Proprietary Marks or any other marks, through any other channel of distribution.

We may commence operation of company-owned Restaurants or license third parties to commence operation of Restaurants at any site we deem appropriate outside of the Territory.

Deliveries made by other Restaurants (whether franchised or operated by BPR or its affiliates) within your Territory are permitted and do not constitute encroachment into your Territory. You are not required to achieve a certain sales volume, market penetration or other contingency in order to retain your Territory. BPR does not have the right to alter the size of the Territory without your consent. Except as described above in this Item 12, you do not receive any right of first refusal or similar right to acquire additional franchises.

BPR does not operate or franchise the operation of any Restaurants providing products or services under different trade names or trademarks similar to or competitive with those to be offered by you. However, the Franchise Agreement contains no limitations other than as stated above on BPR's right to establish other franchises or outlets or to offer products and services in other channels of distribution.

If you have not fully complied with your obligations under the Franchise Agreement, BPR may compete or give others the right to compete in your Territory.

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Multi-Restaurant Development Agreement ("MRDA")

The multi-Restaurant developer will be granted a temporary exclusive territory (the "Development Territory") in which its specified number of Restaurants must be established during implementation of and according to the development schedule set forth in the MRDA. At the earlier of: 1) the opening of the final Restaurant, 2) the originally scheduled opening date of the final Restaurant as provided in the MRDA, or 3) the termination of the MRDA, the multi-Restaurant developer will no longer have a Development Territory and each Restaurant will be limited to its individual Territory, as described above and as provided in the individual Franchise Agreements.

Provided that you remain in full compliance with the terms of the MRDA, including the development schedule set forth in the MRDA, and the franchise agreements for each Restaurant developed under the MRDA, then during the term of the MRDA, we will not have the right to commence operation of, or grant a third party the right to commence operation of, a Restaurant at a physical premises within the Development Territory. However, we may commence operation of, or grant a third party the right to commence operation of, "quick express" units within non-captive venues within the Development Territory, after providing you with a thirty-day right of first refusal. We may also commence operation of, or grant a third party the right to commence operation of, "quick express" units in any captive venues within or outside the Development Territory, and you will not have any right of first refusal for "quick express" units located within captive venues. We reserve all rights not expressly granted in the MRDA, including, for example, the right to sell products and services under the Proprietary Marks or any other marks, through any other retail location, at "Special Events" or through any other channels of distribution, and we reserve the same rights in your Development Territory as we have in Territories granted to single unit franchisees.

Preservation of a Development Territory is not contingent upon achieving a certain sales volume, market penetration or other performance criteria. However, if you do not meet your development schedule, grounds for default exist. Also, any attempt to relocate a Restaurant outside of the Development Territory may, in our sole discretion, be grounds for default. Upon default, BPR may elect, in its sole discretion, to terminate the MRDA, reduce or eliminate the territorial exclusivity or reduce the size of the Development Territory.

We may commence operation of company-owned Restaurants or license third parties to commence operation of Restaurants at any site we deem appropriate outside of the Development Territory. Unless a renewal of the MRDA and an extension of the development schedule is negotiated by the parties, you will cease to have any territorial exclusivity or protection under the MRDA upon the earlier of: l)the originally scheduled opening date of the final unit being developed under the MRDA, 2) the actual opening of such final unit, or 3) the termination of the MRDA. However, each Restaurant in good standing will retain its protected individual Territory which is contained in the Franchise Agreement.

Relocation

You may relocate an existing Restaurant to a new location in the Territory upon the following conditions:

1. You are not in default of any provision of the Franchise Agreement or the

lease for the current location;

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2. You deliver to BPR a current financial statement, including a profit and loss statement for the Restaurant during the last 12 months of operation at the current location, and a copy of the lease which complies with BPR's then-current lease standards for the new location;

3. The new Restaurant location is not within the development territory or individual territory of another existing or proposed Restaurant;

4. The proposed new location for the Restaurant is acceptable to BPR in its sole discretion;

5. The new Restaurant is constructed, located and equipped in accordance with BPR's then current design and other standards;

6. You are current on all of your financial obligations to BPR; and

7. You receive written approval from BPR.

You must give BPR written notice of the proposed relocation 180 days before the proposed relocation date. If you fail to timely deliver this notice, grounds for default with opportunity to cure exist. Relocation without notice to BPR will be grounds for default without opportunity to cure. The Restaurant must open for business in the new location within 30 days (which may be extended at BPR's sole option for another 30 days for good cause) of the date on which the Restaurant in the old location closed. You must also enter into an amendment of your Franchise Agreement to conform to BPR's then current form of Franchise Agreement.

ITEM 13 TRADEMARKS

In the Franchise Agreement, BPR grants you the right and license to operate a Restaurant using its System and duly licensed Proprietary Marks. BPR is licensed by BP Holdings to use and to license others to use "Boston's The Gourmet Pizza" and logo in the United States. Boston Pizza International, Inc. ("BPI"), a BPR affiliate, obtained a federal registration on the U.S. Patent & Trademark Office's Principal Register for "Boston's The Gourmet Pizza" on May 31, 1994 and received registration number 1,838,006. In January 1995, BPI filed an application based on intent to use for "Boston Pizza Quick Express." This application has been assigned serial number 74/628,476. BPI transferred ownership of these trademarks to BP Holdings in 2002.

BP Holdings is the exclusive owner of the Proprietary Marks in the United States. BP Holdings has licensed the right to use and to license others to use the Proprietary Marks in the United States to BPR. In addition, BP Holdings and BPR and their predecessors have established certain common law rights to the above marks acquired by virtue of their continuous, exclusive and extensive use and advertising. The Proprietary Marks are not registered in any state.

You must use all names and marks in full compliance with provisions of the Franchise Agreement and in accordance with the rules prescribed by BPR. You are prohibited from using any name or mark as a part of any corporate name with any prefix, suffix or other modifying words, terms, designs or symbols. In addition, you may not use any name or mark in the sale of

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any unauthorized product or service in any other manner not explicitly authorized in writing by BP Holdings or its licensee, BPR.

There is no presently effective determination of the Patent & Trademark Office, Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, or no pending interference, opposition or cancellation proceeding involving the trademarks, service marks, trade names, logotypes, or other commercial symbols of BP Holdings or its licensee, BPR.

BPR has an agreement with Cheryl Berkovich under which BPR has agreed not to open a corporate or franchise Restaurant in the city of Des Moines, Washington. Except for this agreement and the license agreement between BP Holdings and BPR, there are no agreements currently in effect that significantly limit the rights of BPR to use or license the use of the trademarks, service marks, trade names, logotypes or other commercial symbols in any manner material to you.

If there is any infringement of, or challenge to, your use of any name, mark or symbol, you are obligated to immediately notify BPR, and BPR will have sole discretion to take any action it deems appropriate in order to preserve and protect the ownership, identity and validity of the Proprietary Marks. If it becomes advisable at any time in the sole discretion of BPR to modify or discontinue the use of any name or mark and/or use one or more additional or substitute names or marks, you will be responsible for the tangible costs (including replacing signs and materials) associated with the change.

Under the Franchise Agreement, you agree not to contest, directly or indirectly, BP Holdings' or its licensee, BPR's ownership, title, right or interest in the name or marks, trade secrets, methods, procedures and advertising techniques which are a part of the System or contest BPR's right to register, use or license others to use the names, marks, trade secrets, methods, procedures or techniques.

There are no infringing uses actually known to BPR which could materially affect your use of "Boston's The Gourmet Pizza."

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

Neither BP Holdings nor BPR claim rights in any patents that are material to BPR's business; however, BP Holdings claims proprietary rights and common law copyrights to the confidential information contained in BPR's Manuals. BPR is licensed by BP Holdings to use such intellectual property. The Manuals and other proprietary materials have not been registered with any copyright office. You must promptly inform BPR when you learn about unauthorized use of this proprietary information. BPR is not obligated to take any action but will respond to this information as BPR deems appropriate. BPR will not indemnify you for losses brought by a third party concerning your use of this information.

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

RESTAURANT

The Franchise Agreement provides that all times after the date of the opening of the Restaurant, the Restaurant shall be under the direct, on-premises supervision of you or an

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operating principal, who is a general partner or owns at least 10% of the voting shares of the Restaurant (the "Operating Principal"), designated by you and approved by BPR. The Operating Principal must have attended and successfully completed BPR's training program. The Operating Principal must also be responsible for overseeing the operation of the Restaurant and will be the person designated by you with whom BPR may conduct all communications.

You must also have at all times a general manager (the "General Manager") who will work on a full-time basis in the management and operation of the Restaurant and who will be the full-time General Manager of the Restaurant on a day-to-day basis. The General Manager must also have successfully completed the Initial Training program. In addition, you must also have a kitchen manager (the "Kitchen Manager") who will work on a full-time basis at the Restaurant as its Kitchen Manager and who will have successfully completed BPR's specially designed kitchen manager training program. (The Operating Principal, General Manager and Kitchen Manager are collectively referred to as the "Managers" in this Offering Circular). The Operating Principal and the General Manager may be the same person provided the person meets all requirements of both positions. Your General Manager is strongly encouraged to hold an equity position within the Restaurant of at least 10%.

BPR will not unreasonably withhold approval of whom you can hire as a Manager, except that no Manager may have a criminal record. You may replace any Manager without receiving BPR's prior written approval, provided that the proposed replacement Manager successfully completes the Initial Training program or kitchen manager training program within the time specified by BPR. BPR reserves the right to charge its then-current standard training fee to you for training any proposed replacement Manager. If there is a resignation, termination, incapacity or death of any Operating Principal or General Manager, you will have a period of 30 days to complete arrangements for a replacement who successfully completes training within the timeframe outlined above and is otherwise reasonably acceptable to BPR. BPR reserves the right to require that all Managers sign a confidentiality agreement.

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

The Franchise Agreement provides that you must offer, and may only offer, the products and services that BPR authorizes in the Manuals, as they may be updated or otherwise changed in writing. You are prohibited from offering or selling products and services not authorized by BPR. BPR reserves the right to change the types of authorized services and products. You are prohibited from soliciting other franchisees either directly or indirectly for any other business or investment activity. There are no limitations imposed by BPR on the persons or businesses to whom you may provide products and services, except limits that are imposed by the law or nature of the System itself. Deliveries made by you into the Territories owned by other Restaurants are allowed and will not constitute encroachment into those Territories by you, and other Restaurants and company-owned stores may deliver into your Territory and those deliveries will not constitute encroachment into your Territory.

ITEM 17 RENEWAL, TERMINATION, TRANSFER & 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.

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Single Unit Franchisees

Provision	Section in Franchise Agreement	Summary
a. Term of the franchise	Section II. A.	The term of the Franchise Agreement is ten years.
b. Renewal or extension o the term	Section II.B.	You may renew for an additional ten-year term.
c. Requirements for you to renew or extend	Section II.B.	Give notice, upgrade, sign new agreement, pay renewal fee and sign release.
d. Termination by you	None
e. Termination by BPR without cause	None
f. Termination by BPR with cause	Section XIII	BPR can only terminate you if you default.
g. "Cause" defined - defaults which can be cured	Section XIII.B.	You have 30 days to cure: non-payment of fees, non-submission of reports, failure to complete training, and any other default not listed in Sec. XIII.A.
h. "Cause" define - defaults which cannot be cured	Section XIII.A.	Non-curable defaults: bankruptcy, conviction of felony, repeated defaults even if cured, abandonment, trademark misuse, unapproved transfer, etc.
i. Your obligations on termination/ nonrenewal	Section XIV	Obligations include cessation of operations, complete de-identification, non-competition, adherence to covenants, payment of amounts due and payment of liquidated damages (see also r, below).
j. Assignment of contract by BPR	Section XII.A.	No restriction on BPR's right to assign.
k. "Transfer" by you - definition	Section XTI.B.	Includes transfer of contract (or any interest in, or rights under, the contract), rights to revenues or income of the Restaurant, or assets or ownership change.
1. BPR's approval of transfer by franchisee	Section XII.B.	BPR has the right to approve all transfers but will not unreasonably withhold approval.
m. Conditions for BPR's approval of transfer	Section XII.B.	New franchisee qualifies and signs current agreement, transfer fee paid, training arranged, you sign release, etc. (see also r., below).
n. BPR's right of first refusal to acquire your business	Section XII.E.	BPR may match any bona fide offer for your. business.
o. BPR's option to purchase your business	Section XII.E.	BPR reserves the right to purchase upon termination.
p. Your death or disability	Section XII.F.	BPR must approve transfer or estate must transfer business to BPR's designee within six months.
q. Non-competition covenants during the term of the Agreement	Section XV.B.	No involvement in competing business within 10 miles of your Restaurant or any other Restaurant which is in existence or under construction.
r. Non-competition covenants after the Agreement is terminated or expires	Section XV.C.	No involvement in competing business for two years within 10 miles of your Restaurant or any other Restaurant which is in existence or under construction on the date of expiration or termination of the Franchise Agreement.
s. Modification of the agreement	Section XVI	Modification only upon written agreement of the parties.

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Provision	Section in Franchise Agreement	Summary
t. Integration/merger clause	Section XXIII	Only the terms of the Franchise Agreement and its attachments are binding (subject to state law). Any other promises may not be enforceable.
u. Dispute resolution by arbitration or mediation	N/A	N/A
v. Choice of forum	Section XXV.B.	Litigation must be in Dallas, Texas, except as disclosed in the state addenda to the Offering Circular.
w. Choice of law	Section XXV.A.	Texas law applies, except as disclosed in the state addenda to the Offering Circular.

Additional Provisions for Multi-Restaurant Developers

Provision	Section in MRD A	Summary
a. Term	Section II	The term of the MRD A will be negotiated by the parties.
b. Renewal or extension of the term	Section II	Any renewal term must be negotiated by the parties. You must be in good standing to renew.
c. Requirements for you to renew or extend	Section II	In BPR's sole discretion.
d. Termination by you	None
e. Termination by BPR without cause	None
f. Termination by BPR with cause	Section VII	BPR can terminate you only if you are in default.
g. "Cause" defined - defaults which can be cured	None
h. "Cause" defined - defaults which can be cured	Section VII	Failure to comply with Development Schedule, failure to comply with any obligations in the MRDA or any franchise agreement, etc.
i. Your obligations on termination/ nonrenewal	Section XI	Non-competition.
j. Assignment of contract by BPR	Section VIII.A	No restriction on BPR's right to assign.
k. "Transfer" by you - definition	Section VIII.B	Includes transfer of contract (or any interest in, or rights under, the contract) or any individual franchise agreement, rights to revenues or income of any Restaurant, or assets or ownership change.
1. BPR's approval of transfer by you	Section VIII.B	BPR must approve all transfers before the transfer.
m. Conditions for BPR's approval of transfer	Section VIII.B	Paid up, not in default, release signed, transfer fees paid, transferee is approved, signs current franchise agreements and attends training, etc. (see also r, below).
n. Our right of first refusal to acquire your business	Section VIII.B.3	BPR may match any bona fide offer for your development rights.
o. Our option to purchase your business	None
p. Your death or disability	None
q. Non-competition covenants during the term of the Agreement	Section XI	No involvement in competing business within the Development Territory or within 50 miles of the Development Territory or within 10 miles of any Restaurant which is in existence or under construction.

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Provision	Section in MRDA	Summary
r. Non-competition covenants after the Agreement is terminated or expires	Section XI.B	No involvement in competing business for two years within the Development Territory or within 50 miles of the Development Territory or within 10 miles from the location of any Restaurant which is in existence or under construction on the date of expiration or termination of the MRDA.
s. Modification of the Agreement	Section XII	Modifications only upon written agreement of the parties.
t. Integration/merger clause	Section XIII	The Franchise Agreement, MRDA and their attachments constitute the entire agreement between the parties. Any other promises may not be enforceable.
u. Dispute resolution by arbitration or mediation	N/A	N/A
v. Choice of forum	Section XVIII	Litigation must be in Dallas, Texas.
w. Choice of law	Section XVIII	Texas law applies.

NOTES:

BPR's headquarters is located in Dallas, Texas.

These states have statutes which may supersede the Franchise Agreement in your relationship with BPR, including the areas of termination and renewal of your franchise: ARKANSAS (Stat. Section 42-72-201-210), CALIFORNIA (Bus. & Prof. Code Sections 20000-20043), CONNECTICUT (Gen. Stat. Section 42-133e 133h), DELAWARE (Code, tit. 6, Chapter 25, Sections 2551-2556), HAWAII (Rev. Stat. Section 482E-6), ILLINOIS (Rev. Stat. Chapter 815 ILCS 705/19 and 705/20), INDIANA (Stat. Section 23-2-2.7), IOWA (Code Sections 523H.1-523H.17), MARYLAND (Stat. Sections 11-1301 to 11-1307), MICHIGAN (Stat. Section 445.152), MINNESOTA (Stat. Section 80C.14), MISSISSIPPI (Code Section 75-24-51 to 75-24-61), MISSOURI (Stat. Section 407.400 to 407.420), NEBRASKA (Rev. Stat. Section 87-401 to 87-410), NEW JERSEY (Stat. Section 56:10-1 to 56.10-12), NORTH DAKOTA (Century Code, Sections 51-20.2-01 through 5-20.2-03); SOUTH DAKOTA (Codified Laws Section 37-5A-51), VIRGINIA (Code 13.1-557-574-13.1-564), WASHINGTON (Code Section 19.100.180 to 19.100.190), WISCONSIN (Stat. Section 135.01 to 135.07). These and other states may have court decisions which may supersede the Franchise Agreement in your relationship with BPR, including the areas of termination and renewal of your franchise.

ITEM 18 PUBLIC FIGURES

BPR does not use any public figures to promote the Restaurant.

ITEM 19 EARNINGS CLAIMS

We have compiled the following information regarding actual sales and expenses experienced by one Boston's The Gourmet Pizza restaurant owned by MacArthur Pizza, Inc., a wholly-owned subsidiary of BP USA, one of our limited partners, and located in the Dallas, Texas market (the "MacArthur Location"). The profit and loss statement presented below represents actual percentages from the MacArthur Location.

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The MacArthur Location occupies a foot print of approximately 6,500 square feet and seats 235 guests. The MacArthur Location is located at 1100 Market Place Boulevard in Irving, Texas. The MacArthur Location is highly visible because it is located at the intersection of Market Place Boulevard and MacArthur Boulevard and can be seen by thousands of cars traveling the 1-635 Loop on a daily basis. Some Restaurants are not able to secure locations with this type of consumer visibility.

The information presented below for the MacArthur Location is the actual percentage of sales obtained for the 2004 and 2005 calendar years.

We have intentionally excluded data from our company-owned Restaurant in Killeen, Texas, since this Restaurant does not meet our current site selection guidelines.

Boston Pizza Full Service Restaurant with Lounge (MacArthur Location only)

(Figures shown in percentages only)

	2004 Percentage of Sales	2005 Percentage of Sales
Food Sales	69.2%	66.0%
Cost of Food Sales	25.0%	24.7%
Liquor Sales	30.8%	34.0%
Cost of Liquor Sales	25.4%	25.2%
Total Gross Profit	74.9%	75.1%
Expenses
Hourly Wages³	17.4%	18.2%
Management Wages⁴	4.8%	4.6%
Payroll Taxes	3.4%	3.5%
Benefits⁵	2.9%	2.6%
Advertising¹	4.0%	3.7%
Promotion'	3.0%	2.3%
Telephone & Utilities	3.5%	3.7%
Supplies	2.9%	2.9%
Repairs & Maintenance	1.6%	2.1%
Laundry & Cleaning	1.4%	1.4%
Delivery	0.7%	0.7%
GROSS CONTROLLABLE PROFIT	29.3%	29.6%

Genera) and Administrative Expenses
Franchise Fee	4.8%	4.8%
General Manager Wages⁶	2.1%	2.3%
Bank Charges	2.1%	2.1%
General Insurance	1.0%	0.8%
Equipment & Sign Rental	0.8%	0.9%
Office & Sundry	0.7%	0.7%
Accounting & Legal	0.6%	0.4%
Miscellaneous Income	0.7%	0.6%
EBITDAR	17.9%	18.1%

Notes:

(1) Advertising & Promotion includes Co-operative advertising fees and local advertising.

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(2) Supplies include items such as paper goods, retail supplies, smallwares & uniforms.

(3) Wages reflects service and food preparation wages.

(4) Management wages reflects assistant manager, service manager, and kitchen manager.

(5) Employee benefits - reflects employee benefits for all staff (including GM).

(6) General Manager wages - reflects actual wages for GM vs an Owner/Operator salary.

(7) Some franchisees may decide to purchase equipment & signs.

(8) General Insurance covers general liability (including non-owned auto & host liquor liability), umbrella liability, real estate insurance, replacement on property, and crime and fidelity.

(9) Miscellaneous Income is derived from video games and pool tables.

Rent, real estate taxes and common area maintenance expenses have not been calculated in the financial presentation above, because of the high variability of such expenses.

2005 Franchisee and Corporate Sales - U.S. Locations Only

Restaurants open at least 12 Months

Highest Average Weekly Sales

$69,719

Systemwide Average per Store

$41,580

Lowest Average Weekly Sales

$19,255

The above figures represent the 22 franchised and company-owned Restaurants that were opened and operating for at least 12 months as of December 31, 2005. The figures shown are the highest average weekly sales, systemwide average weekly sales and lowest average weekly sales for the 12 months ending December 31, 2005. 35% of the reported franchised Restaurants met or exceeded the Systemwide Average per Store.

2005 Average V	/eekly Volume by Year of Opening
	$ Average	# of Stores opened during the year
1998-2003	$40,200	12
2004	$43,235	10
2005	$52,900	14

The above figures are from the 36 franchised and company-owned Restaurants open and operating as of December 31, 2005. 50% of the reported franchised Restaurants met or exceeded the 1998-2003 average, 40% met or exceeded the 2004 average, and 57% met or exceeded the 2005 average. The $ Average figures in the above table are for the 12 months ending December 31, 2005. The Restaurants opened in the 2005 year were not open and operating for the entire

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calendar year of 2005, and the figures reflect the average weekly sales for each full calendar week such Restaurants were open to the public. As a result, the figures for these Restaurants may be impacted by various factors, such as seasonal sales fluctuations or circumstances unique to Restaurants in their initial 12 months of operation, and therefore may not be representative of figures for Restaurants in operation for an entire 12 month period.

Range of Average Weekly Sales
2005 Actual Sales 2004 Actual Sales
Weekly Sales	# Restaurants	% of Total	# Restaurants	% of Total
> $65,000	3 (3 franchised)	8.3%	1 (1 franchised)	4.2%
$55,000 - $64,999	9 (8 franchised)	25.0%	4 (4 franchised)	16.7%
$45,000 - $54,999	7 (6 franchised)	19.4%	5 (4 franchised)	20.8%
$35,000 - $44,999	8 (8 franchised)	22.2%	9 (8 franchised)	37.5%
$25,000 - $34,999	7 (7 franchised)	19.4%	3 (3 franchised)	12.5%
< $25,000	2 (2 franchised)	5.6%	2 (1 franchised)	8.3%

The above figures are from the 24 franchised and company-owned Restaurants open and operating as of December 31, 2004, and the 36 franchised and company-owned Restaurants open and operating as of December 31, 2005. The figures in the above table are for the 12 months ending December 31, 2004 and December 31, 2005, respectively; however, 10 of the 24 Restaurants used as the basis for the 2004 figures and 14 of the 36 Restaurants used as the basis for the 2005 figures were not open and operating for the entire respective calendar year, and the figures reflect the average weekly sales for each full calendar week such Restaurants were open to the public. As a result, the 2004 and 2005 figures may be impacted by various factors, such as seasonal sales fluctuations or circumstances unique to Restaurants in their initial 12 months of operation, and therefore may not be representative of figures for Restaurants in operation for an entire 12 month period.

The products offered by each franchisee, although essentially the same, may vary slightly based on market conditions, demand for specific products, and the specific tastes of customers and sales skills utilized by the owners and employees of each individual Franchised Location. The sales volume attained by each Franchised Location will depend on a wide range of factors including geographic differences, competition within the immediate market area, the quality of the service provided to customers by the franchisee and its employees, the tastes and consumer demand for Boston's The Gourmet Pizza products, and the marketing skills and sales efforts employed by each franchisee.

YOUR ACTUAL FINANCIAL RESULTS WILL LIKELY DIFFER FROM THE FIGURES PRESENTED. THE PROFITABILITY OF INDIVIDUAL FRANCHISEES WILL DEPEND ON A NUMBER OF FACTORS WHICH MAY VARY DUE TO THE INDIVIDUAL CHARACTERISTICS OF EACH FRANCHISED LOCATION. FACTORS AFFECTING THE NET PROFITS MAY INCLUDE THE COST OF LABOR, FOOD, INSURANCE, SUPPLIES, AND COMPLIANCE WITH STATE AND LOCAL LAWS REGULATING THE RESTAURANT AND BAR BUSINESS, INCLUDING MINIMUM WAGE LAWS AND LAWS AFFECTING TIP CREDITS. YOU SHOULD NOTE THAT THE EBITDAR CONTAINED IN THE CHART ABOVE DOES NOT INCLUDE PAYMENT OF ANY INTEREST EXPENSE, TAXES, DEPRECIATION, AMORTIZATION, RENT, BOOKKEEPING EXPENSE OR SOME OF THE OTHER FEES OUTLINED IN ITEM 6 OF

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THE OFFERING CIRCULAR. IN ADDITION, YOU MAY INCUR OTHER CATEGORIES OF EXPENSES NOT DESCRIBED ABOVE. PLEASE CONSULT YOUR ACCOUNTANT FOR A MORE COMPLETE DESCRIPTION OF ALL OF YOUR EXPENSE CATEGORIES.

THE FIGURES ABOVE SHOULD NOT BE CONSIDERED AS POTENTIAL PERCENTAGES OR SALES FIGURES THAT MAY BE REALIZED BY YOU. WE DO NOT REPRESENT THAT YOU CAN EXPECT TO ACHIEVE THESE PERCENTAGES OR SALES FIGURES. ACTUAL RESULTS WILL VARY FROM FRANCHISE TO FRANCHISE AND WE CANNOT ESTIMATE THE RESULTS OF ANY PARTICULAR FRANCHISE. YOU SHOULD NOT RELY ON THESE FIGURES. YOU MUST ACCEPT THE RISK THAT YOUR FRANCHISE WILL NOT PERFORM AS WELL.

WE HAVE BASED THE ABOVE FIGURES UPON OUR BUSINESS RECORDS AND FINANCIAL STATEMENTS PREPARED SPECIFICALLY FOR THE MACARTHUR LOCATION AND HAVE COMPILED THE ABOVE FIGURES TO THE EXTENT POSSIBLE IN A MANNER CONSISTENT WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED. SALES FIGURES FOR FRANCHISED LOCATIONS ARE DERIVED FROM INFORMATION SUBMITTED TO US BY OUR FRANCHISEES. THIS INFORMATION HAS NOT BEEN AUDITED BY BPR. SUBSTANTIATION OF THE ABOVE PERCENTAGE AND SALES FIGURES IS AVAILABLE TO YOU AT OUR OFFICES IF YOU REQUEST THE INFORMATION FROM US IN WRITING.

OTHER THAN THE INFORMATION ABOVE, WE DO NOT FURNISH OR AUTHORIZE OUR SALESPERSONS TO FURNISH ANY ORAL OR WRITTEN INFORMATION CONCERNING THE ACTUAL OR POTENTIAL SALES, INCOME OR PROFITS OF A BOSTON'S THE GOURMET PIZZA FRANCHISED LOCATION.

ITEM 20 LIST OF OUTLETS

FRANCHISED RESTAURANT STATUS SUMMARY FOR YEARS ENDING DECEMBER 31. 2005/2004/2003

State	Transfers	Cancelled Or Terminated	Not Renewed	Reacquired By Franchisor	Left The System (Other)	Total From Left Columns	Franchises Operating At Year End
Alaska	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/2/1
Arizona	0/0/1	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1	2/2/1
California	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0
Colorado	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	4/4/4
Georgia	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0
Indiana	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0
Iowa	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/1/0
Michigan	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
Minnesota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/1/0
Nebraska	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
New Mexico	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
North Dakota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0
Pennsylvania	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	3/0/0

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State	Transfers	Cancelled Or Terminated	Not Renewed	Reacquired By Franchisor	Left The System (Other)	Total From Left Columns	Franchises Operating At Year End
South Dakota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/2/1
Texas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/0/0
Washington	0/0/0	*3/0/0	0/0/0	0/0/0	0/0/0	3/0/0	2/4/2
Wisconsin	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	4/2/1
Totals:	0/0/1	3/0/0	0/0/0	0/0/0	0/0/0	3/0/1	32/21/11

* Two of the three franchises that were terminated in Washington were owned by Or-Can, LLC and are the subject of the litigation with Or-Can, LLC described in Item 3 of this Offering Circular.

STATUS OF COMPANY OPERATED STORES FOR YEARS ENDING DECEMBER 31, 2005/2004/2003

STATE	STORES CLOSED DURING YEAR	STORES OPENED DURING YEAR	TOTAL STORES OPERATING AT YEAR END
Texas	1/0/0	0/0/0	2/3/3
Totals:	1/0/0	0/0/0	2/3/3

PROJECTED OPENINGS AS OF JANUARY 1. 2006

FRANCHISEES

State	Franchise Agreements* Signed But Business Not Open as of 12/31/05	Projected Restaurants Openings in 2006	Projected Company-Owned Openings in 2006
Alaska	0	0	0
Arizona	5	1	0
Arkansas	2	1	0
California	8	2	0
Colorado	0	0	0
Connecticut	1	1	0
Florida	10	3	0
Georgia	0	0	0
Illinois	0	1	0
Indiana	9	2	0
Iowa	1	I	0
Maryland	4	1	0
Michigan	10	2	0
Minnesota	5	2	0
Nebraska	0	0	0
Nevada	4	1	0
New Jersey	1	2	0
New Mexico	1	0	0
New York	0	0	0
North Dakota	1	1	0

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State	Franchise Agreements* Signed But Business Not Open as of 12/31/05	Projected Restaurants Openings in 2006	Projected Company-Owned Openings in 2006
Oregon	5	0	0
Pennsylvania	4	1	0
South Dakota	0	0	0
Tennessee	1	0	0
Texas	8	3	0
Utah	4	1	0
Washington	6	2	0
Wisconsin	3	0	0
Totals:	93	28	0

Franchise Agreements include executed, individual Franchise Agreements and projected stores reflected in executed MRDAs.

Attached to this Offering Circular as Exhibit C is the Roster of Franchisees currently under Franchise Agreements with BPR.

Three of our franchisees were terminated by us during the year ended December 31, 2005. Two of the three franchises that were terminated were owned by Or-Can, LLC and are the subject of the litigation with Or-Can, LLC described in Item 3 of this Offering Circular. The last known address and telephone number for each of the terminated franchises is listed below:

Mr. Ron Enevold

Mr. Restaurants Spokane Valley, Inc.

P.O.Box 1803

Lethbridge,ABTU4K4

Phone:403-331-8399

Mr. Joseph Loftgren OR-CAN, LLC 1107 NE 95th Avenue Vancouver, Washington 98664 Phone: 360-253-9386

Except as noted above, no U.S. franchisee or multi-Restaurant developer has had an outlet terminated, cancelled or not renewed by us during the year ended December 31, 2005, and there is no franchise or multi-Restaurant developer who has not communicated with us within ten weeks of this Offering Circular or the date of our application for registration of this Offering Circular. However, we did terminate four Multi-Restaurant Development Agreements during the year ended December 31, 2005 for failure to meet their development schedules, but each of these terminations occurred prior to the opening of any outlets by the multi-Restaurant developer. The name and contact information for such terminated multi-Restaurant developers is as follows:

John Accorso 922 Taylor Rise Victor, New York 14564 Phone: 585-924-9175

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Bob Akers

625 E. Disk Drive

Rapid City, South Dakota 57701

Phone:605-341-4917

Abdu Mouannes

731 West San Marcos Blvd.

San Marcos, California 90269

Phone:858-829-9184

Kilwander Singh 1809 Cymebline Street Roseville, California 95747 Phone:916-774-6652

ITEM 21 FINANCIAL STATEMENTS

BPR's audited financial statements for the fiscal years ending December 31, 2003, 2004 and 2005 are attached to this Offering Circular as Exhibit B. BPR's accounting year ends on December 31.

ITEM 22 CONTRACTS

Copies of the Franchise Agreement and the Multi-Restaurant Development Agreement are attached to this Offering Circular as Exhibits A and E, respectively. The following agreements are attachments to the Franchise Agreement: Addendum, Mandatory Addendum to Lease Agreement, Telephone Assignment, Guaranty and BostonLink Franchisee Agreement.

These Agreements and their attachments are the only contracts proposed for use in the offering of the Restaurant.

ITEM 23 RECEIPT

Exhibit I to this Offering Circular contains two Receipt pages by which you acknowledge your receipt of this Offering Circular. One of the copies is for your records, and one must be signed, dated and returned to BPR.

D-1297590_14.DOC UFOC 3/06

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