UFOC

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Sample UFOC

EVERYTHING YOGURT BRANDS, LLC FRANCHISE OFFERING CIRCULAR

TABLE OF CONTENTS

Item                                                                                                                                     Page

1.       THE FRANCHISOR, ITS PREDECESSOR AND AFFILIATES......................................................1

The Franchisor..................................................................................................................................1

Our Predecessor and Affiliates.........................................................................................................2

The Licenses Offered.......................................................................................................................3

Bananas Smoothies & Frozen Yogurt..............................................................................................3

Competition......................................................................................................................................4

Industry-Specific Regulations..........................................................................................................4

2.       BUSINESS EXPERIENCE.................................................................................................................5

3.       LITIGATION......................................................................................................................................7

4.       BANKRUPTCY...............................................................................................................................12

5.       INITIAL FRANCHISE FEE.............................................................................................................12

Bananas Smoothies & Frozen Yogurt...........................................................................................12

Simultaneous Franchise Fee Incentive Program............................................................................12

Franchise Fee Incentive Program for Multi Unit Operators...........................................................13

6.       OTHER FEES....................................................................................................................................13

7.       INITIAL INVESTMENT..................................................................................................................15

8.       RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES............................................19

9.       FRANCHISEE'S OBLIGATIONS...................................................................................................22

10.     FINANCING.....................................................................................................................................23

11.     FRANCHISOR'S OBLIGATIONS...................................................................................................24

12.     TERRITORY.....................................................................................................................................29

13.     TRADEMARKS................................................................................................................................30

14.     PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION...........................................31

Confidential Operating Manual......................................................................................................32

Confidential Information................................................................................................................32

15.     OBLIGATIONS TO PARTICIPATE IN THE ACTUAL

OPERATION OF THE RESTAURANT..........................................................................................32

16.     RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL....................................................33

Everything Yogurt Brands, Inc./Bananas Smoothies & Frozen Yogurt                   j

Uniform Franchise Offering Circular


17.     RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION..............................34

18.     PUBLIC FIGURES...........................................................................................................................35

19.     EARNINGS CLAIMS.......................................................................................................................35

20.     LIST OF OUTLETS..........................................................................................................................36

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

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

Exhibit A Franchise Agreement with Exhibits Exhibit A Licensed Marks Exhibit B Conditional Assignment of Lease Exhibit C Confidentiality and Non-Competition Agreement Exhibit D Owner's Personal Guaranty of Franchisee's Obligations Exhibit E Sublease Agreement

Exhibit F Assignment and Assumption Agreement and Franchisor Consent Exhibit G Deposit Agreement Exhibit H SBA Amendment to Franchise Agreement Exhibit I State Required Amendment to Franchise Agreement

Exhibit B State Addendum to UFOC

Exhibit C List of Administrators

Exhibit D Agents for Service of Process

Exhibit E List of Franchise Brokers

Exhibit F Confidential Operating Manual Table of Contents

Exhibit G List of Franchisees

Exhibit H Audited Financial Statements

Exhibit I Receipt (in duplicate)

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ITEM I THE FRANCHISOR, ITS PREDECESSOR AND AFFILIATES

The Franchisor

Everything Yogurt, Inc. was initially incorporated in the State of New York in 1975 and opened the first Everything Yogurt facility in April 1976 in New York. (These restaurants have since closed). In 1978 Everything Yogurt New Jersey, Inc. was formed and in 1983 Everything Yogurt, Inc., was merged into it. The corporation changed its name on April 16, 1988 to Everything Yogurt, Inc. and on March 16, 1995 the name was changed to Restaurant Systems International, Inc., and on February 10, 2003 to Everything Yogurt Brands, Inc. On August 14, 2003 the company stock was acquired by Villa Pizza, Inc. and the franchise agreements were thereafter assigned to Everything Yogurt Brands, LLC, a Delaware limited liability company ("we" or "us"), formed August 14, 2003 and started operating August 14, 2003 offering franchises for South Philly Steaks & Fries, Greenleaf s Grille, Greenleaf s and Bananas Smoothies & Frozen Yogurt. We also maintain support for the franchises assigned us. When describing things belonging to us or giving you information relative to the franchises offered for sale by this Uniform Franchise Offering Circular, we use the word "our"). We maintain our principal place of business at 25 Washington Street, Morristown, New Jersey 07960. We conduct our business under the trade names GREENLEAF'S GRILLE, GREENLEAF'S, BANANAS SMOOTHIES & FROZEN YOGURT, TREAT STREET, EVERYTHING YOGURT & SALAD CAFE, and SOUTH PHILLY STEAKS & FRIES. However, we offer only one franchise, Bananas Smoothies & Frozen Yogurt, under this Uniform Franchise Offering Circular. Our other concepts are offered for sale in our other Uniform Franchise Offering Circulars.

We operate and grant franchises for the operation of various fast-service restaurants. We had granted franchises bearing the name Everything Yogurt since August 1983, and have operated restaurants of that type since April 1981. However, this concept is no longer available for purchase as an independent concept but is only available as a part of a Bananas Smoothies & Frozen Yogurt franchised restaurant (discussed below).

We also operate and formerly offered franchises for restaurants bearing the name Bananas Frosty Fruit Shakes and Bananas Ultimate Juice Bar since August, 1993 and April, 1995 respectively. The two systems were merged into one concept on February 15, 1998 and the concept was renamed Treat Street. It has since been renamed Bananas Smoothies & Frozen Yogurt (discussed below).

Since December 22, 1993, we have operated and granted franchises for the operation of restaurants bearing the name Gretel's Pretzels (originally this concept bore the name The Gourmet Pretzel Company until the name was changed in December 1994 to Gretel's Pretzels). However, this concept is no longer available for purchase as an independent concept but is only available as a part of a Bananas Smoothies & Frozen Yogurt franchised restaurant (discussed below).

We also operate and grant franchises for the operation of restaurants bearing the name Bananas Smoothies & Frozen Yogurt. A Bananas Smoothies & Frozen Yogurt restaurant offers any combination of at least one of our branded products (i.e., Everything Yogurt brand proprietary yogurt, Bananas Smoothies & Frozen Yogurt smoothies and frosties made with our proprietary products, and/or our hand-rolled Pretzels, made with our proprietary pretzel flour.) This franchise has been offered since 1998.

Everything Yogurt Brands, LLC/Franchise Agreement Uniform Franchise Offering Circular


We formerly operated and granted franchises for the concept Everything Yogurt & Salad Cafe. We began offering franchises under this name September 24, 1991 and have operated restaurants using this concept since 1991, but ceased offering the Everything Yogurt & Salad Cafe concept as of 2000.

We formerly granted franchises for the operation of restaurants bearing the trade name Salad Cafe. We began offering such franchises under this tradename on April 30, 1995, but ceased offering Salad Cafe's as of the year 2000.

We also sell franchises for the operation of restaurants bearing the tradename South Philly Steaks & Fries. We have offered franchises under this tradename since September 1986.

We also operate and have since 2004 granted franchises for the operation of restaurants under the tradename Green Leafs Beyond Great Salads. Between 1998 and 2003, we had offered franchises under the tradename Greenleafs Grille. Between 1998 and 2000, we had offered franchises for the operation of restaurants under the tradename Greenleafs.

We offer only Bananas Smoothies & Frozen Yogurt franchises under this Uniform Franchise Offering Circular.

We also offer and grant licenses for the operation of self-service kiosks, mobile carts and self-service units under the mark Bananas Smoothies & Frozen Yogurt which may offer a limited menu of any combination of our Everything Yogurt, Bananas Smoothies & Frozen Yogurt and/or Gretel's Pretzels or Greenleafs items. Such kiosks, carts and/or units are typically operated by large food service providers, hospitals, universities, transportation centers, chain accounts, airports and other institutional facilities. There may or may not be license fees, service fees, royalty fees or advertising fees paid to us in connection with these licenses.

Our agents for service of process are listed in Exhibit D.

Our Predecessor and Affiliates

As noted above, our predecessor, Everything Yogurt, Inc., a New York corporation, was incorporated in September 1975. In 1978 Everything Yogurt New Jersey, Inc. was formed and in 1983 Everything Yogurt, Inc. was merged into it. The corporation changed its name to Restaurant Systems International, Inc. At the time the company stock was acquired, the company was headquartered at 1110 South Avenue, Staten Island, NY 10814-3403. The company ultimately changed its name to Everything Yogurt Brands, Inc. and on August 14, 2003 was acquired by Villa Pizza, Inc. and the franchise agreements thereafter were assigned to Everything Yogurt Brands, LLC, a Delaware limited liability company.

Our predecessors formerly offered franchises for restaurants bearing the names Everything Yogurt, Bananas Smoothies & Frozen Yogurt Frosty Fruit Shakes and Bananas Smoothies & Frozen Yogurt Ultimate Juice Bar. In addition, they offered franchises for the operation of restaurants under the names The Gourmet Pretzel Company which name was subsequently changed to Gretzel's Pretzels and Salad Cafe. None of these concepts represent separate franchises being sold today. From 1998 through the date of our purchase of the concepts, our predecessors also operated and granted

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franchises for the operation of restaurants offering one or more of the following: Gretzel's Pretzels and from 1991 through 2000, offered the Everything Yogurt & Salad Cafe franchise.

Affiliates of Villa Pizza, Inc., including Villa Enterprises Management, Ltd. ("Villa Management") have owned and operated restaurants under the names "Villa Pizza," "Villa Pizza Express," "The Villa Co.," "Cafe Villa," "Villa Pizza Cucina," "Villa Pizza Cucina Italiana", "Villazzo" and Casa Java between 1964 and the present. In June 1999 Villa Pizza, Inc. acquired the rights and obligations from Cozzoli's Pizza Systems, Inc. as franchisor under certain existing Cozzoli's Pizza franchise agreements. These restaurants offer a limited menu of pizza, pasta, Italian specialties and desserts. We do not offer Villa Pizza or Cozzoli's franchises under this offering circular.

Except as described above, none of our affiliates have offered franchises in any other lines of business. Villa Management's principal business address is the same as ours. Villa Management has not offered franchises in any line of business. We, or an affiliate, may establish leasehold corporations that may enter into primary leases for restaurants and sublease the premises to you. None of these affiliates offers or has offered franchises in any line of business or has operated businesses of the type operated by Franchisees. We have no other affiliates that provide products or services to our Franchisees.

The Licenses Offered

If approved by us, you (franchisees, whether individuals, partnerships, corporations, limited liability companies and the partners of partnerships, principals of corporations and members of limited liability companies will be referred to as "you") will have the right to sign a franchise agreement (the "Franchise Agreement") for the establishment and operation of one restaurant business using the Proprietary Marks and System of that business at a specified location (the "Franchised Business").

Bananas Smoothies & Frozen Yogurt

If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant you will be engaged in the business of preparing and selling products from a menu featuring offerings of at least one of our core products: Everything Yogurt brand frozen yogurt, Bananas Smoothies & Frozen Yogurt brand smoothies and frosties and/or Gretel's Pretzels brand hand rolled pretzels made with our proprietary ingredients.

If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant which sells Everything Yogurt brand frozen yogurt, you will be engaged in the business of preparing and selling proprietary frozen yogurt with or without toppings, frozen yogurt sundaes and shakes and fresh fruit juices. You will feature frozen yogurt and frozen yogurt sundaes in several sizes and you will prepare them with any or all of the fresh fruit and other candy or nut toppings offered and other food and beverage items approved by us from time to time.

If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant which sells Bananas Smoothies & Frozen Yogurt brand frozen whipped fruit drinks made with and without Everything Yogurt proprietary frozen yogurt, you will be engaged in the preparation and sale of fruit and vegetable juices, fruit shakes, fresh fruit and other related food and beverage items

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pursuant to our standards, specifications, methods and procedures. Drinks may contain various healthful additives, such as calcium, spirulina and protein powder.

If you sign a Franchise Agreement for an Bananas Smoothies & Frozen Yogurt restaurant which sells Gretel's Pretzels brand hand rolled pretzels, you will be engaged in the business of preparing and selling hand rolled soft pretzels made with a proprietary spice formula flour in a twist, in a dipper or as pretzels topped with a variety of toppings, and related food and beverage items pursuant to our standards, specifications, methods and procedures.

You may also sell other related food and beverage items from an Bananas Smoothies & Frozen Yogurt restaurant, such as premium flavored coffees, espresso, cappuccino, muffins, ice cream, nuts, bulk or packaged candy, bagels, cookies, cakes and flavored popcorn as well as specialty items, such as specially made apparel and gifts.

It is anticipated that Bananas Smoothies & Frozen Yogurt restaurants will be typically located in retail malls, airports, food halls, food courts, strip shopping centers, or other in-line locations. A typical Bananas Smoothies & Frozen Yogurt restaurant requires a site of 310 to 1,200 square feet, with a minimum of 14 feet of frontage, depending on how may concepts are purchased. The design and appearance of the restaurants will vary according to location, but must employ our standard decor and signs. It is anticipated that the restaurants will attract people of all ages.

Competition

You can expect to compete with numerous restaurants offering a wide range of food and beverage items in a wide variety of service formats. A large number of restaurant chains and franchised fast-food service systems operated by entities much larger than us compete, directly or indirectly, with Bananas Smoothies & Frozen Yogurt restaurants, as do many local and independent operations offering moderately priced food and beverage items. An Bananas Smoothies & Frozen Yogurt restaurant also must compete with other restaurants featuring frozen yogurt, fresh fruit shakes and/or hand rolled pretzels and other items, including but not limited to, premium flavored coffees, espresso, cappuccino, muffins, ice cream, nuts, bulk or packaged candy, bagels, cookies, cakes and flavored popcorn, as well as specialty items, such as specially made apparel and gifts.

Industry-Specific Regulations

You should consider that certain aspects of any restaurant business are regulated by federal, state and local laws, rules and ordinances in addition to the laws, regulations and ordinances applicable to businesses generally, such as the Americans with Disabilities Act, Federal Wage and Hour Laws, and the Occupation, Health and Safety Act. The U.S. Food and Drug Administration, the U.S. Department of Agriculture, as well as state and local departments of health and other agencies have laws and regulations concerning the preparation of food and sanitary conditions of restaurant facilities. State and local agencies routinely conduct inspections for compliance with these requirements. Under the Clean Air Act and state implementing laws, certain state and local areas are required to attain, by the applicable statutory guidelines, the national quality standards for ozone, carbon monoxide and particulate matters. Certain provisions of such laws impose limits on emissions resulting from commercial food preparation.

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ITEM 2 BUSINESS EXPERIENCE

The following is the list of directors, principal officers, and other executives who have management responsibility in the operation of our business relating to the licenses described in this offering circular. The principal occupation and business experience of each person during the past five years, including the names and locations of prior employers is described below. Unless otherwise indicated, the location of the employer is Morristown, New Jersey.

President and Director: Biagio Scotto

Mr. Scotto is the President and a Director of Wishwell International, Inc., the Manager of Everything Yogurt Brands, LLC and has served in that capacity since January 1999. Mr. Scotto has also served as President and a Director of Villa Enterprises Management, Ltd. since June 1983. Mr. Scotto also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.

Executive Vice President and Director: Anthony Scotto

Mr. Scotto is the Executive Vice President and a Director of Wishwell International, Inc., the Manager of Everything Yogurt Brands, LLC and has served in that capacity since January 1999. Mr. Scotto has served as Vice President and a Director of Villa Enterprises Management, Ltd. since July 1991. Mr. Scotto also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.

Secretary and Director: Biagio Pugliese

Mr. Pugliese is the Secretary and a Director of Wishwell International, Inc., the Manager of Everything Yogurt Brands, LLC since January 1999. Mr. Pugliese has served as Secretary and a Director of Villa Enterprises Management, Ltd. since March 1980. Mr. Pugliese also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.

Senior Vice President of Operations: Kenneth Kuehn

Mr. Kuehn became Senior Vice President of Operations of Everything Yogurt Brands, LLC. on August 14, 2003. He also serves as Senior Vice President of Operations of Villa Enterprises Management, Ltd. and has held that position since October 2000. Prior thereto, since April 1999, he was a Regional Director with Villa Enterprises Management, Ltd. Mr. Kuehn also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd. Prior to working for Villa Enterprises Management, Ltd., Mr. Kuehn was a Vice President of Sbarro, Inc headquartered in New York.

Vice President of Business Development: Adam Torine

Mr. Torine became the Vice President of Business Development June 2004 and prior to that date (August 14, 2003) served as Director of Business Development of Everything Yogurt Brands, LLC. Mr. Torine has served as Director of Business Development and Marketing of Villa Enterprises Management, Ltd. since June 1997. From November 1996 through May 1997 he was Director of

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Marketing and Recruiting of Villa Enterprises Management, Ltd. and from June 1994 to November 1999 he served as Director of Marketing. Mr. Torine also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd.

Director of Franchise Development: Dave Ron

Mr. Ron became the Director of Franchise Development of Villa Enterprises Management on October 17, 2005. From January 2001 until September 2005, he was the Franchise Manager of Dunkin' Brands covering the New York, New Jersey, and Maryland regions. Prior to that, 1998 - 2001, he was the Director of Franchise Development for Restaurant Systems International, Inc. During the years of 1994 - 1998, he served as the Regional Manager/Business Consultant for the same company.

Director of Franchise Operations: Nick Valavanis

Mr. Valavanis became Director of Franchise Operations for Villa Enterprises Management, Ltd. on August 14, 2003 which position includes overseeing, with Michael Miller, the operations of Everything Yogurt Brands, LLC. . He has served as Franchise Operations Manager of Villa Enterprises Management, Ltd. since April 2002. From June 1999 through March 2002 he was District Manager for Villa Enterprises Management, Ltd. Mr. Valavanis also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd. Prior to working for Villa Enterprises Management, Ltd., from July 1997 to May 1999, he was owner of Spaghetti Jacks, a restaurant located in Pewaukee, Wisconsin. Prior to that, from October 1995 to May 1997, he was an Area Training Director for Sbarro Inc., located in Pewaukee, Wisconsin.

Sales and Leasing Manager: Cheryl Kempf

Cheryl Kempf has served as Sales and Leasing Manager since she joined us in August 2003. She was also Sales and Leasing Manager for Everything Yogurt Brands, Inc. from August 2000 through August 2003. From December 1997 through August 2000 she was the Sales Assistant of Everything Yogurt Brands, Inc. (then known as Restaurant Systems International, Inc.) and from January 1997 through December 1997, she held the position of Design/Marketing Coordinator for the same company.

Director of Franchise Operations: Souhail Sara

Mr. Sara became Director of Franchise Operations for Everything Yogurt Brands, LLC. and Villa Enterprises Management, Ltd. on April 4, 2005. Since July 2004, he has acted as District Manager for Everything Yogurt Brands, LLC. Mr. Sara also serves in similar positions and performs similar functions for other entities owned by or affiliated with Villa Enterprises Management, Ltd. Prior to working for Villa Enterprises Management, Ltd. he was a Regional Director with Sbarro, Inc. headquartered in New York from May 1994 to August 2004.

Franchise Operations Consultant: Mekki Lahouari

Mr. Lahouari was hired by Villa Enterprises Management, Ltd. in November 2004 as Franchise Operations Consultant for Everything Yogurt Brands, LLC. Prior to that, from February 2004 to October 2004 he was employed by Sbarro, Inc. as General Manager and prior to that was employed for RSC Group as Director of Operations from July 1997 to February 2004.

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Regional Franchise Director- Middle East: Magdi Mahmoud

Mr. Mahmoud was hired by Villa Enterprises Management, Ltd. in June 2003. From March 1998 to May 2003, Mr. Mahmoud was a General Director of Operations with Golden M Enterprises in Egypt.

Franchise Brokers: The following person has been engaged by the company as Franchise Broker.

Franchise Broker: Merrill I. Lamb

Since January 2002, Mr. Lamb has served as an independent franchise broker located in Miami, Florida. Mr. Lamb served as Vice President, Real Estate and Franchising of Villa Enterprises Management, Ltd. from June 1999 until December 2001. From 1982 until December 2001, he also served as President of Cozzoli's Pizza Systems, Inc. in Miami, Florida.

Franchise Broker: The Business Alliance, Inc.

The Business Alliance, Inc. is a Georgia Corporation incorporated in 1999. Its principal place of business is 100 Hartsfield Centre, Suite 500, Atlanta, Georgia, 30354, and its telephone number is 404-763-2244. The Business Alliance, Inc. is a national franchise referral company. (See Exhibit E for a list of its broker network).

Franchise Broker: Sunbelt New England

Sunbelt New England is a part of Sunbelt Business Advisors, an international network of seasoned professionals who provide expert acquisition and divestiture services for business buyers and sellers. Sunbelt Business Advisors was started in 1981 and has grown today to over 300 domestic and international offices located in 14 countries. Sunbelt of New England covers most of Massachusetts and the states of Rhode Island, Maine, New Hampshire, and Vermont.

ITEM 3 LITIGATION

On August 14, 2003, Villa Pizza, Inc. acquired the stock of Everything Yogurt Brands, Inc. (previously known as Everything Yogurt, Inc. and also Restaurant Systems International, Inc. (hereinafter the "Company"). Everything Yogurt Brands, Inc. thereafter assigned the franchise agreements to Everything Yogurt Brands, LLC, a Delaware limited liability company.

1.         In October 1991, a lawsuit entitled Marcelo Caraveo v. Everything Yogurt. Inc.

and Richard Nicotra was filed against the Company and Richard Nicotra in El Paso, Texas County Court (No. 91-7381). The suit, filed by the Company's former franchisee, alleges breach of contract fraud and deceptive trade practices involving its policy of not refunding initial franchisee fees, and seeks damages in excess of the minimum jurisdictional limit of the court, as well as damages, The Company asserted as a defense that the Franchise Agreement executed contains a provision regarding the non-refundability of franchise fees and that the franchisee misrepresented his financial ability to the Company, in reliance whereon it negotiated a lease for

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a mall location in El Paso, Texas. The case was settled by the Company for the sum of $16,000.00 in the summer .of 1997.

2.         A former 47.5% shareholder of the predecessor Company had in 1992 and 1994 commenced two actions, Beninati v. Nicotra. Kaplan, adv. Everything Yosurt. Inc.. (NY Supreme Ct., Richmond Cnty, Index No. 1518/92) and Beninati v, Nicotra. Remaro. Kaplan. Colombo. Inc. and FDIC. (NY Supreme Ct., Kings Cnty, Index No. 41615/94) which were consolidated for hearing in Richmond County. The actions were based upon the contention of Mr. Beninati that he was wrongfully excluded from participating in the management of the Company, that the remaining shareholders and executives were mismanaging the Company, and that the Federal Deposit Insurance Corporation and Colombo Inc. had entered into a conspiracy with Company insiders to deprive him of his shareholder status. In March, 2002, the cases were settled whereby Mr. Beninati exchanged a release of claims and his transfer of stock for the payment of $678,000 from the Company and Richard Nicotra (a former 47.5% shareholder) and his wife Lois Nicotra., which sum is to be paid over time in accordance with an agreed upon schedule.

3.         In November 1998, American Food Consultants II, Inc ("Franchisee"), entered into three separate Franchise Agreements with the Company to operate a South Philly Steak & Fries, a Treat Street, and a Greenleaf s Grille outlet, all at Willowbrook Mall, Wayne, New Jersey. In January, 2000 the Franchisee commenced an action against the Company in connection with the Greenleaf s Grille store, alleging, among other things, that the Company breached the Greenleaf s Grille Franchise Agreement by "fail(ing) to meet (its) obligations under the Agreement"; fraudulently enticed the Franchisee to enter into the Agreement by making false representations "as to support services and earnings to be realized"; and interfered with the Franchisee's lease with its landlord. Franchisee also alleged that the Company's offering circular did not comply with applicable law. Soon after commencing the action, the Franchisee abandoned operating the Greenleaf s Grille store, while continuing to operate the Treat Street and South Philly Steak & Fries stores. For procedural reasons, the action was twice dismissed without prejudice - once by agreement of the parties and once by the Court. In March 2002, the Company commenced a new action against the Franchisee and its guarantors for wrongful repudiation of the Greenleaf s Grille franchise, the Franchisee reasserted as counterclaims its previously dismissed claims. Everything Yogurt Brands, Inc. v. American Food Consultants II. Inc.. et al.. (Docket # MRSL-2599-02). In October 2004, the case was settled for a $110,000 payment from the Franchisee to the Company.

4.         In 2005, Everything Yogurt Brands, Inc. brought another action against American Food Consultants II and its guarantors in the New Jersey Superior Court, Morris County entitled Everything Yogurt Brands, Inc. v. American Food Consultants II. Inc.. et al. (Docket # MRSL-000612-05), this time for breach of the Treat Street Restaurant and South Philly Steaks & Fries Restaurant Franchise Agreements and failure to pay royalties. In their defensive pleading, the defendants asserted neither a breach of the Franchise Agreement nor any fraud by the Company. The Court ultimately granted summary judgment to EYB for the total sum of $49,026.53, for royalties, fees and attorneys' fees. As no appeal was taken, the judgment is final.

5.         Currently in litigation is a third action by the Company against American Food Consultants II and its guarantors in the New Jersey Superior Court, Morris County entitled

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Everything Yogurt Brands, LLC v. American Food Consultants II, Inc., et al. (Docket # MRSL-1209-06) again for breach of the Treat Street Restaurant and South Philly Steaks & Fries Restaurant Franchise Agreements and failure to pay royalties. The defendants asserted a counterclaim alleging that the Company engaged in intentional and unlawful actions. There is a motion for summary judgment brought by the Company pending in this case.

6.          In 1998, the Company was named as one of the defendants in a lawsuit filed in a state district court in Colorado by Tree Top Development Corp. and its principals, Ronald and Wendy Systma, entitled Tree Top Development Inc. et al. v. Bain's Deli Franchise Associates, L.P., et al. The lawsuit concerned the sale by Bains Deli Franchise Associates, L.P. (the "Bains Deli Franchisor") of a Bain's Deli franchise to Tree Top as well as the quality of franchise services provided to Tree Top after the sale. At the time of the franchise sale, and for a portion of the time that Tree Top was a Bain's Deli franchisee, the Company provided services to the Bains Deli Franchisor under a management agreement. With respect to the Company, the Tree Top lawsuit claimed that the Company was responsible for alleged UFOC misrepresentations concerning Bain's Deli franchise store revenues. It also claimed that its representatives made oral misrepresentations concerning (1) Bain's Deli franchise store revenues, (2) the Bain's Deli food and supplies distribution system, and (3) Tree Top's anticipated access to that system. The plaintiff also claimed that the Company was responsible for not meeting certain service and support obligations that it claimed were found in the Bains Deli franchise agreement with Tree Top.

As between the plaintiffs and the Company (as well as certain of our then employees), the litigation was settled under which terms we paid the plaintiffs the sum of $20,000.00. The Company also reimbursed the Bain's Deli Franchisor for a portion of its legal fees in the action. The other defendants, i.e., the Bain's Deli Franchisor (and certain formerly affiliated entities and persons) and Quizno's Corporation also reached settlement with the plaintiffs of the claims asserted between them.

7.         On January 26,' 2000, the Company commenced a lawsuit against Traveler Food Service, Inc. and John Bernardin in the United States District Court for the Eastern District of New York arising out of the defendants-franchisees' operation of a South Philly Steak & Fries franchise store in Pheasant Lane Mall in Nashua, New Hampshire. The Company sought damages for trademark infringement that arose after it- had terminated the defendants-franchisees' Franchise Agreement for failing to pay royalties and other fees. In answering this lawsuit, the franchisee asserted a counterclaim against the Company alleging that it made fraudulent representations to them when it sold them the Franchise. The Company denied those allegations. The litigation settled, under which terms the franchisees paid to the Company the sum of $35,000.00.

8.         Sweet Street Desserts, Inc. v. Restaurant Systems International, Inc (hereinafter "RSI"). United States Patent and Trademark Office, Trademark Trial and Appeal Board.

RSI filed a Trademark Application for "TREATSTREET and Design" (the "Mark") on December 30, 1997. The Mark was approved for registration subject to publication for opposition in March 2000, and was published on May 2, 2000. Sweet Street Desserts, Inc. ("Opposer") filed an opposition to the Mark on August 1, 2000 alleging, among other things, that

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the Mark is similar in sound, appearance and meaning to Opposer's pre-existing "SWEET STREET" mark and that upon seeing Opposer's marks, persons would likely believe that Opposer's goods and services originated from RSI. No money damages were sought by Opposer and Opposer has not sought to prevent RSI from operating franchises under the Mark. The litigation was settled, under which the Mark is to be phased out by December 31, 2007.

9.         AEF Enterprises, Inc. vs. Restaurant Systems International, Inc. , (N.Y. Supreme Court, Richmond County, Index # 13115/02.) The Franchisee initiated an action for breach of franchise agreement, fraud and negligent misrepresentation. The Complaint was served on September 27, 2002. RSI interposed an answer and counterclaims for non-payment of royalties and future lost profits. The parties entered into a settlement agreement whereby they exchanged mutual releases and AEF Enterprises paid the Company $3,500.

10.       On November 14, 2002, the Company commenced a lawsuit against Five Stars of Jersey Gardens, Inc. and its guarantors in New York Supreme County, Richmond County entitled Restaurant System International, Inc. v. Five Stars of Jersey Gardens, Inc. et al. (Index No. 13615/05) for breach of a Greenleafs Grille and Treat Street Franchise Agreements. The defendant asserted a defense alleging the Company's breach of the Franchise Agreements. The Court ultimately granted summary judgment to the Company for the total sum of $299,098.56, for royalties, fees and attorneys' fees. As no appeal was taken, the judgment is final.

11.       California Splendor, Inc. vs. Restaurant Systems International On or about May 28, 2003 California Splendor Inc. ("CSI") formerly a supplier of strawberries to distributors sold to EYB franchisees, filed a complaint (the "Complaint") in the United States District Court for the Eastern District of New York, entitled California Splendor, Inc. v. Restaurant Systems International, Inc., et al.. Case No. CV 03 2663. The Complaint named as defendants, RSI, EYB (collectively "EYB"), the Nicotra Group, LLC, Richard A. Nicotra, Lois T. Nicotra and Dianne M. Aronica. The Complaint alleged that EYB ordered, but failed to pay for, product (frozen strawberries) invoiced to EYB in the amount of $743,671.10. Of that amount, $166,302.40 was sought for product that was shipped by CSI. The additional amounts are for product that was not shipped, but which (CSI alleged) EYB agreed to purchase. CSI sought to recover $743,671.10 plus attorneys fees, under various legal theories, including breach of contract, violation of the Perishable Agricultural Commodities Act of 1930, as amended ("PACA"), enforcement of an alleged statutory trust under PACA and unjust enrichment.

The matter was settled by written agreement dated January 26, 2004 wherein defendants paid $210,360.80 to plaintiff.

12.       In 2002, EYB's predecessor, Restaurant Systems International, Inc., upon registering with the State of Hawaii the Uniform Franchise Offering Circulars (UFOC) for its Treat Street and Greenleaf s/Greenleaf s Grille franchises, entered into Franchise Agreements for stores in Hawaii using both of those franchise concepts. Thereafter, the franchisee, with the knowledge and apparent cooperation of the predecessor, opened a South Philly Steak and Fries store instead of the originally anticipated Treat Street store, without there having first been any registration in Hawaii for the South Philly Steak & Fries franchise. In 2004, after the franchised businesses closed, the State of Hawaii investigated the opening of the South Philly Steak and Fries franchise in the absence of the applicable UFOC registration. In 2006, EYB's predecessor

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paid a civil fine of $1,000 in satisfaction of a Consent Agreement that resolved the matter.

13.        Everything Yogurt Brand, LLC v. Sepstar, Inc., et al. (N.J. Superior Court, Morris County, Docket No. 2779-05). Sepstar, Inc. (along with its principals as guarantors) was a South Philly Steaks and Fries franchise of Everything Yogurt Brands, LLC ("EYB") at the Springfield Mall in Virginia. In late 2004, Sepstar gave EYB notice that it was terminating the franchise. It then began to operate another steak sandwich restaurant on the premises. Sepstar's notice of termination essentially claimed that it had a right to terminate the franchise at will; it gave no reason for the termination. In 2005, EYB brought suit for wrongful termination of the franchise, making claim for its loss of royalties and fees through the balance of the franchise term. Although Sepstar has not asserted any counterclaims, it has asserted as defenses that it has right to terminate the franchise (a) at will, (b) because EYB allegedly had subjected it to intolerable conditions of anti-Korean discrimination, and (c) because EYB (and/or its predecessor) allegedly had not provided a sufficient level of training and marketing support. The Court ruled as a matter of law that (contrary to Sepstar's contention) the Franchise Agreement did not permit a franchisee to terminate its obligations at will (during the term). The Company denies Sepstar's other allegations. The litigation is in the discovery stage.

14.       Former affiliates of Everything Yogurt Brands, Inc. (assignor of the Company), R&S Ventures, Inc., E. Yogurt Concepts of America, Inc. and EY Ventures, Inc. are or were parties to pending or completed litigation in which they were not represented by counsel. There are numerous judgments against R&S Ventures, Inc. If the Company were to be held responsible for these judgments, it may have a serious negative impact on it. The Company does not possess accurate records with regard to these former affiliates and is unable, through the use of due diligence, to obtain complete records; however, the Company is aware of the following judgments:

a.    Mavfair Properties, Inc. v. R&S Ventures, Inc. Index No. 10704/93

State of Wisconsin, Milwaukee County

Yogurt Queen, Inc., a subtenant of R&S Ventures, Inc., defaulted on the rent and abandoned the premises located at Mayfair Mall in Wisconsin on or about August 9, 1992. A judgment was entered against R&S, as tenant, for nonpayment of rent including interest in the amount of $37,930.52;

b.   DeBartolo Capital Partnership v. R&S Ventures Case No. 95CV1 533

Common Pleas Court, Mahoning County, Ohio

R&S Ventures, Inc. subleased premises at Summit Mall, Ohio to Spray Development Co. as subtenant, on December 7, 1988 and the lease was terminated by the landlord for subtenant's failure to pay rent. The subtenant vacated the premises, without paying its rent arrears. A judgment was entered against R&S Ventures, Inc. as tenant, for nonpayment of rent including interest in the amount of $18,463.15;

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c.    Centermark Properties ofWest Covina v. R&S Ventures, Inc. Case No. KC014078

Superior Court of the State of California, East District, Los Angeles County David Sung, as subtenant of R&S Ventures, Inc., executed a sublease agreement for. premises located at West Covina Mall in California for a ten-year period. The subtenant defaulted on his rent and abandoned the premises on or about January 14, 1995. A judgment was entered against R&S Ventures, Inc. for nonpayment of rent, future rent and interest in the amount of $143,609.06;

d.   W.G. Park L.P. vs. R&S Ventures, Inc.. Case No. 01-13409

Court of Common Pleas, Montgomery County, Pennsylvania,

R&S Ventures leased a premises at the Willow Grove Mall in Willow Grove, Pennsylvania and subleased same to Yash Paul Chawla. Mr. Chawla did not pay rent pursuant to his sublease. The Landlord obtained a judgment against R&S Ventures in ■ the amount of $19,512.00.

Other than the above fourteen mentioned actions, no litigation is required to be disclosed by this offering circular.

ITEM 4 BANKRUPTCY

No entity identified in Item 1 or officer identified in Item 2 of this offering circular has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed herein.

ITEMS INITIAL FRANCHISE FEE

Bananas Smoothies & Frozen Yogurt

When we complete our pre-opening obligations, you must pay us an Initial Franchise Fee of $22,000. We may negotiate the amount of an Initial Franchise Fee. Since our formation on August 14, 2003, we have not negotiated any Initial Franchise Fee and we are under no obligation to do so.

The Initial Franchise Fee is non-refundable. The purpose of the Initial Franchise Fee is to reimburse us for costs, including but not limited to, training and design assistance.

Simultaneous Franchise Fee Incentive Program

If you purchase more than one Everything Yogurt Brands, LLC. franchise, we will offer you a discount for each additional restaurant purchased for the same location provided, however, that the purchase is made within 90 days of the signing of the initial franchise agreement. You will be required to pay the highest initial franchise fee for the restaurants selected and you will receive a 90% discount off of the initial franchise fee for each additional franchise purchased for the same location within 90 days. An example of this would be if a Green Leafs Beyond Great Salads and Bananas Smoothies & Frozen Yogurt are purchased simultaneously i.e. within 90 days. The initial

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56


franchise fee for the Green Leafs Beyond Great Salads is $25,000 and the initial franchise fee for Bananas Smoothies & Frozen Yogurt is $22,000, a total of $47,000. Because the restaurants are being sold simultaneously, we will offer you a reduced franchise fee for the second restaurant. Therefore, the total initial franchise fee due to us for the purchase of these two restaurants will be $27,200 instead of the full initial franchise fee of $47,000. This Simultaneous Franchise Fee Incentive Program does not apply to renewals or transfers. We reserve the right to discontinue this program at any time. (Green Leafs Beyond Great Salads and our other franchise concepts are listed in separate Uniform Franchise Offering Circulars.)

Franchise Fee Incentive Program for Multi Unit Franchisees

For an existing Franchisee purchasing an additional franchise, you will be eligible for the following Multi Unit discount:

2"d Franchise Location               20% discount on the then current initial franchise fee

3rd Franchise Location               25% discount on the then current initial franchise fee

4th Franchise Location               30% discount on the then current initial franchise fee

5lh or more Franchise Location   50% discount on the then current initial franchise fee

The discount program does not apply to transfers. We also reserve the right to discontinue this program at any time.

ITEM 6 OTHER FEES

Name of Fee '

Amount

Date Due

Remarks

Royalty

5% of Gross Sales2

On Tuesday of each week based on Gross Sales 2 for the preceding week

You must submit royalty reports weekly by facsimile, electronic mail or such other system(s) we may designate on a system-wide basis. We will require payment by check draft for Royalties due or we may require you to submit reports manually and send in a check.J

We may offer a credit on continuing Royalty Fees of up to 52,500 for new Franchisee sponsorships30

Monthly Intranet Service Provider Fee

Currently $9.95/month4

As incurred

You pay Us the monthly fee billed to Us for Your monthly usage by Our intranet service provider.4

Local advertising expenditure / National Advertising Fund

1 -3% of Gross Sales5

On Tuesday of each week based on Gross Sates for the preceding week

Wc have created a National Advertising Fund ("Fund") for which you must contribute a minimum of 1% of Gross Sales each week if the Franchised Business is located in a Regional Shopping Mall, Urban Retail Center, Major Office Building, Airport or Institutional Feeding Facility.

Wc may increase the required minimum, but in no case shall the Fund be increased to more than a total of 3% of Gross Sales.

Wc will or we may, at our sole option, require payment by check drafts or require you to submit reports manually and send in a check.

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Name of Fee'

Amount

Date Due

Remarks

Site evaluation

Out-of-pocket expenses for visiting and inspecting proposed site

As incurred

Payable only if on-site inspection of proposed site is necessary. We reserve the right to charge a fee for conducting evaluations although a fee is not imposed at

this time. 6

Design and construction assistance expense

$250 - $750

As incurred

For out-of-pocket expenses incurred in connection with replicating and shipping architectural and construction plans.

Audit by Franchisor

Cost of audit; interest due; $500 adjournment fee

As incurred

Costs of audit payable only if audit reveals understatement of 2% or more; however, interest will be charged if Gross Sales arc underestimated by any amount; adjournment fee payable if you fail to prepare required documents for audit meeting

Transfer fee

25% of the then-current Initial Franchise Fee

On or before date of transfer

Upon execution of transfer documents

Renewal fee

50% of the then-current Initial Franchise Fee

On or before date of expiration of Franchise Agreement

Upon execution of renewal documents

Costs and attorneys' fee

Will vary under circumstances

As incurred

Payable on your failure to comply with the Franchise Agreement

Interest on overdue payments

Lesser of 1 'A % per month or maximum rate permitted by law

As incurred

Payable on overdue amounts afier ten (10) days

Conversion fee prior to the end of the term of the Franchise Agreement

10% of the then-current Initial Franchise Fee of the concept to which you wish to convert

On or before the date upon which the conversion is to become effective

Upon execution of conversion documents

Additional Assistance7

SI00 for each person per

day

30 days after billing

We reserve the right to charge for additional assistance and ongoing training

Notes:

1  All fees are payable to us and are non-refundable.

2  Gross Sales means all revenues generated by the Franchised Business, including cash, check, credit charge, account or exchange from the sale of food or merchandise for service performed including catering and delivery, but excluding customer refund meals, use or excise taxes.

3  Before opening you must sign and deliver to us check drafts from your bank needed to permit us to debit your bank account for each week's Royalty payments and other payments that you make to us. If you fail to report Gross Sales, we may debit your bank account in an amount equal to the amount transferred from your account the last reporting period for which a report of Gross Sales of the Franchised Business was provided to us, together with a late fee and/or interest for that amount at the maximum rate allowed by law. We will credit any overpayment against the next week's amount due. Any deficiency is debited from your account.

a We currently have a new Franchisee Sponsorship Program that allows you to receive a check for Two-Thousand-Five Hundred ($2,500) Dollars when you sponsor one new Franchisee who we approve in our sole and absolute discretion as a Franchisee and who executes our then current Franchise Agreement and all other required franchise documents within twelve (12) months of the date you refer the prospect to us. To qualify, the prospect must not have previously contacted us about a franchise nor ever been a sponsored prospect before or who owns or shares ownership in an existing restaurant and after executing our Franchise Agreement and other related documents the Franchisee you referred must

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Uniform Franchise Offering Circular

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open the franchise restaurant for business. This sponsorship program only applies to the Restaurant described in Item 7 (excluding any conversions). We reserve the right to discontinue this program at anytime, however, we will honor any sponsorship made during the existence of the program.

4     We have established an Intranet for Our Franchisees and You will be required to maintain user status on the Intranet which is currently with IFX International, Inc. You will pay Us monthly for Your user fee billed from the service provider which currently is approximately $9.95 per month

5   If the Franchised Business is not located in a Regional Shopping Mall, Urban Retail Center, Major Office Building, Airport or Institutional Feeding Facility (as defined in the Franchise Agreement), you must spend a minimum of 3% of Gross Sales quarterly as a Local Advertising Expenditure and submit reports by the tenth of each month following the end of the calendar quarter by facsimile, electronic mail or such other system or systems as we may designate on a system wide basis.

6     If Franchisor implements a site evaluation fee in the future, you will be responsible for a franchise representative's travel and living expenses and a daily charge for the representative. Travel expenses include airline and/or rental vehicle, while living expenses would include motel and food cost. Currently the cost of a representative per day ranges between $100 to $250.

7  The Franchisor will not charge you for operating assistance unless you fail to comply with any provision of the Franchise Agreement, or fail to maintain the standards of quality we set. In those circumstances, we have the right to assign a person to your restaurant to train your employees, and to ensure the standards of quality and service are maintained. You are responsible for that person's travel and living expenses. We also have the right to make reasonable changes for forms and other materials provided to you in connection with this assistance.

ITEM 7 INITIAL INVESTMENT

Our current estimates of your initial investment for the franchised businesses offered are set forth below. The various schedules presented illustrate your initial investment if you acquire the franchised businesses separately or in combination. The actual amounts you incur may be higher, however, if particular circumstances apply to the location of your Franchised Business or to your region of the country. We calculate the initial phase of business to be three months following the completion of construction. We relied on our past experience in the franchised restaurant industry with franchisee and company-owned stores when preparing these figures..

ESTIMATED INITIAL INVESTMENT FOR A BANANAS SMOOTHIES & FROZEN YOGURT RESTAURANT

Bananas Smoothies & Frozen Yogurt

Method

of Payment

When Due

To Whom Payment Is To Be

Made

Rcfundabilitj

Franchise Fee1-'

$22,000

Lump sum (unless Deposit Agreement)

Execution of Franchise Agreemenl

Us

Non- refundabl

Equipmentu

$19,000-$88,000

As billed

As ordered

Suppliers

As negotiated

Signs *

$3,500-$12,000 .

As billed

As ordered

Suppliers

As negotialed

Real Estate -

(Note 4)

As required

As required

Sellers or Landlord

As negotiated

Building

Construction ^

$20,000 -$140,000

As billed

As incurred

Contractors Sub-Contractors

As negotiated

Insurance K

$2,000-$5,000

As billed

As required

Insurer

As negotiated

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Bananas Smoothies & Frozen Yogurt

Method

of Payment

When Due

To Whom Payment Is To Be Made

Refundabilit)

Opening

Inventory2'

$1,500-

$7,000

Vendors' Terms

Vendors' Terms

Approved Suppliers

As negotiated

Utility Deposits

$2,000

As arranged

As incurred

Ulilily Companies

As negotiated

Business Licenses ^

$1,000-54,000

Lump sum

Before commencing business

Governmental Authorities

As negotiated

Travel, Lodging and Meals for Initial Training ^

$200-$2,000

As incurred

Before commencing business

Third Panics

As negotiated

Professional Fees w

$5,000 -$10,000

As arranged

As incurred

Professionals

Non- refundabl

Additional Funds w

$5,000

As needed

Various

As negotiated

Computer Equipment]V

$10,000-520,000

As billed

As ordered

Suppliers

As negotiated

Advertising and Marketing

$3,000

Lump sum

15 days before opening

Advertising Agency

As negotiated

TOTAL:

$94*200.-$320,000.

ESTIMATED INITIAL INVESTMENT FOR CONVERSION FROM AN EVERYTHING YOGURT, AND/OR BANANAS SMOOTHIES & FROZEN YOGURT, AND/OR

GRETEL'S PRETZELS TO BANANAS SMOOTHIES & FROZEN YOGURT

Everything Yogurt, and/or Bananas

Smoothies & Frozen Yogurt, and/or

Gretel's Pretzels

To

Bananas Smoothies & Frozen

Yogurt

Method

of Payment

When Due

To Whom Payment Is To Be

Made

Rcfundability

Franchise Fee1'

52,200-57,700

Lump sum

(unless Deposit Agreement)

Execution of Franchise Agreement

Us

Non-rcfundabli

Equipmentu

$32,000 -$79,000

As billed

As ordered

Suppliers

As negotiated

Signs *

$3,500 -$12,000

As billed

As ordered

Suppliers

As negotiated

Real Estate -

(Note 4)

* As required

As required

Sellers or Landlord

As negotiated

Building Construction ^

520,000 -$100,000

As billed

As incurred

Contractors Sub- Contractors

As negotiated

Insurance -

$2,000 -$5,000

As billed

As required

Insurer

As negotiated

Opening

Inventory2'

$4,500 -$9,500

Vendors' Terms

Vendors' Terms

Approved

Suppliers

As negotiated

Ulilily

Deposits y

$2,000

As arranged

As incurred

Utility Companies

As negotiated

Business

Licenses !'

51,000-$4,000

Lump sum

Before commencing business

Governmental Authorities

As negotiated

Travel, Lodging

and

Meals

for Initial

Training13'

$200-52,000

As incurred

Before commencing

business

Third Parties

As negotiated

Professional Fees "'

$2,500 -510,000

As arranged

As incurred

Professionals

Non-re fundabl i

Additional

55,000

As needed

Various

As negotiated

Everything Yogurt Brands, LLC/Franchise Agreement Uniform Franchise Offering Circular


Everything Yogurt, and/or Bananas

Smoothies & Frozen Yogurt, and/or

Gretel's Pretzels

To

Bananas Smoothies & Frozen

Yogurt

Method

or

Payment

When Due

To Whom Payment Is To Be

Made

Refund ability

Funds **

Computer EquipmentlJ/

$10,000-$20,000

As billed

As ordered

Suppliers

As negotiated

Advertising and Marketing

$3,000

Lump sum

15 days before opening

Advertising Agency

As negotiated

TOTAL:

$87,900 -$259,200

NOTES:

The initial franchise fees are discussed in detail in Item 5.

2  You will need to purchase certain types of equipment for the operation of your Bananas Smoothies & Frozen Yogurt restaurant depending on what types of products you intend to sell from your Bananas Smoothies & Frozen Yogurt restaurant. This equipment includes for example, soft serve machines (in the event that you offer Everything Yogurt brand yogurt), commercial refrigeration and freezer units, smallwares, blenders and juice dispensers (if you offer Bananas Smoothies & Frozen Yogurt brand frosties and smoothies), dough mixing machines (if you offer Gretel's Pretzel's brand pretzels), heated/humidified pretzel display case, convection ovens, ice cream case, coffee, espresso and cappuccino machines, showcases, computer hardware and software, cash registers or Point of Sale System, and other kitchen equipment for quick service restaurants.

Some or all of the equipment may be subject to local use taxes as required by the State jurisdiction governing your Franchised Business. Shipping and handling charges also vary based on size of the order and shipping destination. The costs are not included in the equipment amounts provided. The low-end equipment costs anticipate that the location was a food service business and contains certain equipment that could be used by your Franchised Business.

3 You will need to purchase the required signs including signs for the exterior of the restaurant(s) and interior menu signs.

You must purchase or lease the site approved by us for the Franchised Business. The cost of purchase or rental for such real estate will vary considerably depending on local real estate values, the size and location of the property purchased or leased, and other local conditions. You should investigate the cost of real estate and rental costs in the particular area in which you wish to establish a Franchised Business. You may be required to provide the Landlord with a security deposit. Since the rental costs vary considerably and because the number of months comprising the security deposit will vary, we cannot estimate the amount of the initial investment necessary for real estate.

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Bananas Smoothies & Frozen Yogurt franchised restaurants or combinations of restaurants are situated in shopping malls or other high volume commercial districts. The following chart describes the size requirements.

Mall Locations                                In-Line Locations

Site Size        Site Size Site Size        Site Size

Minimum      Maximum      Frontage Minimum      Maximum Frontage

Bananas Smoothies & 225               800 12-18 425              1000             12-20

Frozen Yogurt

Actual minimums and maximums will vary depending upon food court seating versus restaurant seating as available/needed.

You are free to purchase, lease, or sublease a site for the franchised restaurants from any source, provided that any lease or sublease for the premises of the franchised restaurant must meet our standards. As noted in Item 1 and in Item 9 of this offering circular, our affiliates may sometimes sublease the premises for the Franchised Business to you.

5  You must pay for or provide financing for the construction of each Franchised Business, including, but not limited to, the installation of fixtures, equipment, interior decor as well as design and construction. The cost of design and construction of the typical Franchised Business will vary considerably depending on the size of the store, whatever demolition of the existing space is required, local financing and other local conditions, including but not limited to, labor costs and materials as well as local building ordinances which may mandate higher construction costs. Construction costs at the lower end are based on the assumption that the location was previously a food service operation. Therefore, it is anticipated that construction in a location formerly used for food service may be completed at considerable savings over construction at a non-food service site. Each Franchised Business must be constructed in compliance with plans and specifications furnished by you subject to Landlord's and our discretion or approval.

6  You must have certain specified insurance. The timing of your payments is a matter to be resolved between you and your insurer. Various factors will affect your ultimate cost and therefore, we estimate the total cost with the precaution that you should get quotes from the carrier of your choice before proceeding.

7  Opening inventory will include all approved products and may also include a trial inventory for training. You will gauge the amount of inventory by projected sales.

Utility deposits are for gas, electric, water, sewer and telephone service.

9 Local, municipal, county and state regulations vary on what licenses and permits are required by you to operate a franchised restaurant. Such fees are paid to governmental authorities, when incurred before commencing business.

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The original documents were scanned as an image. The original file can be downloaded at the link above.