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FRANCHISE OFFERING CIRCULAR

THE HAAGEN-DAZS SHOPPE COMPANY, INC.

500 Washington Avenue South, Suite 2040

Minneapolis, Minnesota 55415

Telephone: (612)337-3300

The franchisee will operate a retail frozen dessert shop.

The initial franchise fee is normally $30,000 for new franchisees, $15,000 for existing franchisees, and in some instance less for non-traditional operations. (See Item 5). Under limited circumstance we also offer an Area Development Agreement, with negotiated financial terms. (See Item 5). You will also purchase your opening inventory of Haagen-Dazs brand frozen dessert products from our affiliate, Dreyer's Grand Ice Cream, Inc., at an estimated cost of between $5,000 and $9,000 (see Items 7 and 8). The estimated initial investment, including your opening inventory of Haagen-Dazs brand products, ranges from $86,850 to $397,100 for new franchisees developing a traditional Haagen-Dazs Shop. (See Item 7).

1. THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE ONLY IN MINNESOTA. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO SUE SHOPPE COMPANY IN MINNESOTA THAN IN YOUR HOME STATE.

2. THE FRANCHISE AGREEMENT STATES THAT MINNESOTA LAW GOVERNS THE AGREEMENT (WITH RESPECT TO INTERPRETATION) 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 MINNESOTA LAW APPLIES, LOCAL LAW MAY SUPERSEDE IT IN YOUR STATE. PLEASE REFER TO ANY STATE-SPECIFIC ADDENDUM THAT MAY BE ATTACHED TO THIS OFFERING CIRCULAR, OR PROVIDED WITH THIS OFFERING CIRCULAR, FOR DETAILS.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information about comparisons of franchisors is available. Call the state administrators listed in Exhibit H or your public library for sources of information.

Registration of this franchise with the 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 H.

If this offering is registered in CALIFORNIA, HAWAII, ILLINOIS, INDIANA, MARYLAND, MICHIGAN, MINNESOTA, NEW YORK, NORTH DAKOTA, RHODE ISLAND, SOUTH DAKOTA, VIRGINIA, WASHINGTON, or WISCONSIN, then the effective date of this Offering Circular will be disclosed in Exhibit H, and if applicable the addendum for the particular state.

TABLE OF CONTENTS

Item Page

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

2. BUSINESS EXPERIENCE...................................................................................4

3. LITIGATION..........................................................................................................5

4. BANKRUPTCY.....................................................................................................5

5. INITIAL FRANCHISE FEE....................................................................................6

6. OTHER FEES.....................................................................................................15

7. INITIAL INVESTMENT.......................................................................................18

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.........................................................................................................21

9. FRANCHISEE'S OBLIGATIONS........................................................................24

10. FINANCING........................................................................................................25

11. FRANCHISOR'S OBLIGATIONS........................................................................25

12. TERRITORY.......................................................................................................32

13. TRADEMARKS...................................................................................................35

14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION....................36

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS......................................................................36

16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL............................37

17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION....................................................................................................38

18. PUBLIC FIGURES..............................................................................................47

19. REPRESENTATIONS REGARDING EARNINGS CAPABILITY........................47

20. LIST OF FRANCHISED OUTLETS....................................................................48

21. FINANCIAL STATEMENTS................................................................................62

22. CONTRACTS.....................................................................................................64

23. RECEIPT...........................................................Last Page of this Offering Circular

TABLE OF EXHIBITS

Financial Statements.......................................................................................................A

Franchise Agreement......................................................................................................B

Satellite Agreement.........................................................................................................C

Franchise Agreement Addendum (For Eligible Electing Franchisees)............................D

Incentive Agreement.......................................................................................................E

Select Agreement............................................................................................................F

Area Development Agreement.......................................................................................G

List of State Franchise Administrators.............................................................................H

List of Agents for Service of Process in Certain Jurisdictions...........................................I

State Specific Addenda...................................................................................................J

For the States of:

California;

Illinois;

Maryland;

Minnesota; ^

New York; ^

Rhode Island;

Washington _}

Item 1. THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

For ease of reference, we refer to the franchisee in this Offering Circular as "you." If the franchisee is a corporation, partnership or other organization, the references to "you" may include the organization's owners. "Shoppe Company," "we" and "our" refer to The Haagen-Dazs Shoppe Company, Inc. Shoppe Company is a New Jersey business corporation, with a principal address of 500 Washington Avenue South, Minneapolis, Minnesota, 55415. Our parent corporation, Dreyer's Grand Ice Cream, Inc. ("Dreyer's"), is a Delaware business corporation, with a principal address of 5929 College Avenue, Oakland, CA 94618. Dreyer's is a subsidiary of Dreyer's Grand Ice Cream Holdings, Inc., a Delaware business corporation, headquartered in Oakland, California. Dreyer's and Shoppe Company are each indirect subsidiaries of Nestle S.A., a Swiss business company headquartered in Vevey, Switzerland.

Dreyer's acquired Shoppe Company on February 17, 2004, from The Pillsbury Company.

Shoppe Company conducts business under our corporate name and the trade name "Haagen-Dazs" and has been offering franchises for Haagen-Dazs® ice cream Shops since July 11,1983. The "Haagen-Dazs" trademark is owned by HDIP, Inc., and, in the United States, with respect to frozen dessert products, is licensed exclusively to Nestec Ltd. and Societe Des Produits Nestle S.A., and sublicensed to our parent corporation, Dreyer's. We grant "Haagen-Dazs" franchises under the authority of the trademark owner.

Between July 11,1983 and August 31, 2003, Shoppe Company conducted the type of business that you will operate. While in general Shoppe Company anticipates opening another company-owned Shop in the future, Shoppe Company has no immediate plans to do so. Shoppe Company has not offered franchises in other lines of business.

Dreyer's and its other subsidiaries do not offer franchises for Haagen-Dazs ice cream shops. Dreyer's and its other subsidiaries do not offer franchises in other lines of business. However, Dreyer's and its subsidiary, Edy's Grand Ice Cream, grant licenses, which permit the licensees to sell Dreyer's brand ice cream in dipped form in association with the "Dreyer's" name and trademarks, and Edy's brand ice cream in dipped form in association with the "Edy's" name and trademarks. The licensees, and other businesses that purchase Dreyer's, Edy's and other brands of ice cream manufactured by Dreyer's in bulk for resale in dipped form, sell menu items very similar to many of the items you will sell, and may compete against you for sales.

With the exception of Jenny Craig Franchising, LLC ("Jenny Craig"), an indirect subsidiary of Nestle S.A., none of our affiliates offers franchises in the United States. Jenny Craig, which has a principal address of 5770 Fleet Street, Carlsbad, CA 92008, has been offering franchises for weight loss and weight management centres ("Centres") in the United States and Canada since November 2003. Our affiliate, Jenny Craig International, Inc., also located at 5770 Fleet Street, Carlsbad, CA 92008, has granted master franchise rights for weight loss and weight management centers located in Australia and New Zealand. As of December 30, 2006, there were 93 franchised

Centers in the United States, 9 franchised Centres in Canada, and 115 Centres in the Australia and New Zealand, operated by the master franchisee or its subfranchisees.

If your state requires, we have designated an agent for service of process in your state. The names and addresses of our designated agents for service of process are listed in this Offering Circular at Exhibit I.

Businesses similar to the one you will operate are owned and franchised outside of the United States by one or more entities with which Shoppe Company is not affiliated.

Shoppe Company utilizes a proprietary and distinctive system for the operation of a network of Haagen-Dazs ice cream dipping shops (the "System"). The System and its distinguishing characteristics are described in the Haagen-Dazs Shop Franchise Agreement ("Franchise Agreement") and the Haagen-Dazs Shop Operations Manual. The Franchise Agreement will grant you the right to operate a Haagen-Dazs ice cream shop ("Shop"). A current Franchise Agreement is included in this Offering Circular at Exhibit B.

You will sell Haagen-Dazs brand ice cream, frozen yogurt, sorbet, and other frozen desserts and related items to consumers, from your Shop. We sell franchises for Shops and under limited circumstances grant existing franchisees the right to operate a "Satellite." (See Item 5). A Shop is normally located in a storefront, strip center, or a mall. A Satellite is an additional selling point, developed in conjunction with a Shop that is already located in the same mall or facility. The Franchise Agreement requires you to sell the entire line of approved menu items. (See Item 16). However, we may permit you to offer a limited menu if you do not have enough space to offer our entire menu, and may designate certain approved menu items as optional. We also offer a franchise for a "Select Shop," which offers a relatively smaller number of products and menu items, and is geared toward situations where the development of a full Shop would be unusual. (See Item 5).

In addition to our specific franchise offerings, we have two programs contemplating the development of multiple Shops. Our Incentive Agreement program is essentially a franchise fee discount program. (See Item 5). Our Area Development program is aimed at granting one franchisee Shop development rights for a defined geographic area. (See Item 5).

Your business will operate in an intensely and increasingly competitive, and rapidly changing market. Numerous other independent and chain vendors of ice cream and other frozen dessert products, and other snack, treat and impulse food items exist, and others may enter the market. Some competitors are larger, older and better financed than Shoppe Company. Rapid inflation in rental costs, insurance premiums and labor and other expenses, including costs of ice cream inventories, could occur, placing intense pressure on the profitability of your Shop. Changing trends in consumer shopping and eating patterns, cultural values and other factors could have a material adverse effect on your sales and profits. Shop sales can be adversely affected by Shop location, for which you are solely responsible. In many geographic areas, Shop sales

\U0

^ are highly seasonal and often are at depressed levels during cooler weather and

seasons.

You will be dependent upon our designated suppliers for your entire supply of ice cream, the key inventory item in your Shop, and other frozen dessert products, including frozen yogurt. (See Item 8). You will buy all of the ice cream and all of the other frozen dessert products that you sell from Dreyer's. Dreyer's manufactures a large and W growing volume of "Haagen-Dazs" products, which it distributes through other channels

^ of distribution, currently including grocery stores, delicatessens, convenience stores,

licensed dipping shops, vending carts, restaurants and other types of retail outlets. ^ Dreyer's also distributes various other brands of frozen dessert products, some of which

W are sold by businesses against which you may compete, including Edy's branded and

^ Dreyer's branded ice cream shops.

W "Haagen-Dazs" ice cream sold through outlets other than franchised or licensed retail

(^ dipping shops is ordinarily confined to prepackaged pints and quarts, bars and other

/ manufactured novelties, and single servings for on-premises consumption at

restaurants, but Shoppe Company and Dreyer's reserve the right to sell "Haagen-Dazs" ^ branded ice cream and other frozen or non-frozen dessert products, directly and

W indirectly, through any means of distribution, including retail dipping. The Franchise

i Agreement reserves to Shoppe Company and Dreyer's full discretion to distribute

"Haagen-Dazs" products through any available means of distribution. In addition, ^ Shoppe Company and Dreyer's reserve the right to periodically conduct, or authorize

W others to conduct, various test marketing programs of "Haagen-Dazs" products and

^ other products associated with the "Haagen-Dazs" trademarks or other trademarks,

, including other forms of retail "dipping" products, such as frozen custard, or soft ice

*" cream, and to test various types and combinations of retail store facilities, products and

W menus, and at our discretion to market products outside a test program. The trademark

j^ owner (see Item 13) also reserves the right to use the "Haagen-Dazs" trademarks for

goods and services other than the sale of ice cream and other frozen dessert products.

Currently, most "Haagen-Dazs" ice cream is sold through channels of distribution other

than "Haagen-Dazs" franchised dipping shops.

In addition to laws that apply to businesses generally, you will need to comply with federal, state and local laws and regulations relating to the storage, preparation and sale of food items, including laws relating to food safety and sanitation. Depending upon where your Shop is located, you may need to obtain special licensing, such a license to engage in the sale of dairy products.

Shoppe Company strongly urges you to consult your own independent business advisors to evaluate these and other factors before deciding to invest in a "Haagen-Dazs" franchise.

W March 26,2007 3

Item 2. BUSINESS EXPERIENCE

President: Eric Shellenback

Mr. Shellenback, whose office is in Oakland, California, was appointed President of Shoppe Company effective February 18, 2004. Mr. Shellenback is also Dreyer's Vice President, Foodservice Division, a position he has held since July 1,1997.

General Manager: Dawn Uremovich

Ms. Uremovich was appointed General Manager, in Minneapolis, effective June 4, 2004. Between February 2001 and June 2004, Ms. Uremovich was Director of Operations and Training, in Minneapolis. From June 2000 to February 2001 Ms. Uremovich was Director of Training and Construction in Minneapolis. From July 1998 to June 2000 Ms. Uremovich was Manager of Training and Construction in Minneapolis. From March 1996 to June 1998 Ms. Uremovich was Director of Operations, MN for Einstein Brothers Bagels in Minneapolis.

Director of Operations: Adam Hanson

Mr. Hanson was appointed Director of Operations, in Minneapolis, effective June 4, 2004. From February 2001 to June 2004 Mr. Hanson was Manager of Training, in Minneapolis. From July 2000 to February 2001 Mr. Hanson was Manager of Corporate Shops, in Minneapolis. From January 1997 to July 2002 Mr. Hanson was Shop Manager, in Minneapolis. From May 1996 to January 1997 Mr. Hanson was Assistant Shop Manager, in Minneapolis.

Director of Development: Daniel Oqiba

Mr. Ogiba was appointed Director of Development, in Minneapolis, effective March 20, 2006. From July 2005 to March 2006, Mr. Ogiba was Real Estate Director for Kuhlman Company, Inc. in Minneapolis. From February 2004 to June 2005, Mr. Ogiba was Real Estate Manager for Great Clips, Inc. in Minneapolis. From June 2002 to January 2004, Mr. Ogiba was Manager of Real Estate for The Haagen-Dazs Shoppe Company, Inc. in Minneapolis. From March 1999 to May 2002 Mr. Ogiba was employed by Wilson Leather, in Brooklyn Park, Minnesota, as Real Estate Coordinator until October 2000, and as Real Estate Representative beginning in October 2000.

Director of Training: Dave Menter

Mr. Menter was appointed Director of Training, in Minneapolis, effective June 1, 2006. Prior to then Mr. Menter was Shoppe Company's Training Manager, beginning August 9, 2004. From January, 2001, to August, 2004, Mr. Menter was a Franchise Operations Manager for Play It Again Sports, a division of Winmark Corporation, in Golden Valley, Minnesota.

Director of Construction: Michael Levitz

Mr. Levitz was appointed Director of Construction, in Minneapolis, effective January 1, 2006. Mr. Levitz, since February 18, 2004, has also been Associate General Counsel of Shoppe Company, and Corporate Counsel of Dreyer's. From October 2001 until February 17, 2004, Mr. Levitz was Franchise Counsel, in Minneapolis. From February 1996 to October 2001, Mr. Levitz was Manager of Franchise Legal Affairs, in Minneapolis.

Treasurer: Kathleen Beckert Wallace

Ms. Beckert whose office is in Oakland, California, was appointed Treasurer of Shoppe Company effective February 18, 2004. Ms. Beckert is also Dreyer's Accounting Manager, Foodservice, a position she has held since August 2002. From April 2002 to April 2003 Ms. Beckert was Dreyer's Senior Financial Analyst, Foodservice, in Oakland. From April 1999 to March 2002, Ms. Beckert was a Newsroom Business Manager with the San Francisco Chronicle, in San Francisco. From March 1997 to March 1999, Ms. Beckert was a Financial Analyst with Boudin Bakeries, in San Francisco. Between July 1994 to March 1997, Ms. Beckert was employed by the California Culinary Academy, in San Francisco, occupying the following positions during portions of that period: Accounting Manager, Budget/Financial Analyst, and Purchasing Manager.

Item 3. LITIGATION

Concluded Cases

Tishman v. The Haaqen-Dazs Company. Inc. (Supreme Court of the State of New York, County of New York Index No. 600884/96). Filed: February 22,1996. Former franchisee Charles Tishman sued us and The Haagen-Dazs Company, Inc., claiming he was wrongfully denied a franchise opportunity, alleging fraud, and seeking $1,000,000. In July 1997 we paid $12,000 in settlement of this matter.

Other than this 1 action, no litigation is required to be disclosed in this Offering Circular.

Item 4. BANKRUPTCY

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

March 26.2007

Item 5. INITIAL FRANCHISE FEE

We offer franchises for traditional Haagen-Dazs "Shops;" and under limited circumstances offer franchises for Haagen-Dazs "Select" Shops, and licenses for Haagen-Dazs "Satellites."

Shops are Haagen-Dazs branded ice cream parlors, typically located in storefronts, strip centers, enclosed mall spaces, mall food courts, airports, and entertainment complexes such as casinos.

Our Select Shop offering is new, and is intended to be available under limited circumstances where the development of a Shop would be unusual. Select Shops will typically: be smaller than Shops; offer fewer flavors of Haagen-Dazs products; and fewer menu items. (See Item 16). Select Shops will typically be developed in venues where the establishment of a traditional Shop would be unusual; and may be operated by a franchisee who also owns or operates all or a significant part of the venue where the Select Shop is located, such as a sports stadium, resort property or grocery store.

A Satellite is an additional selling point established in connection with an already-existing Shop.

Initial Franchise Fee

Shops

Before you open for business you must pay us an Initial Franchise Fee. The Initial Franchise Fee varies from $15,000 to $30,000, depending upon whether you are new to the Haagen-Dazs System. The Initial Franchise Fee described above applies to a franchise for a new Haagen-Dazs Shop.

In addition to these fees, you will purchase Haagen-Dazs brand frozen dessert products from our affiliate, Dreyer's Grand Ice Cream, Inc. (See Items 1 and 8). We estimate that your opening inventory of Haagen-Dazs brand frozen dessert products will cost approximately $5,000 to $9,000.

If you already have a Shop, and are now being offered the opportunity to establish a Satellite, then you will pay the fees described below in the "Satellites" section of this Item 5.

If you already have a Shop, and are now being offered the opportunity to enter into a successive term franchise agreement, then you will pay the fees described below in the "Successive Term Franchise Agreement" section of this Item 5.

Select Shops

As noted above, we do not intend to grant a franchise for a Select Shop, except under circumstances when the development of a Shop would be unusual. The information in this section does not apply to you, unless we are now offering you an opportunity to obtain a Select Shop franchise.

There is no Initial Franchise Fee for a Select Shop. However, you will pay a "Continuing Franchise Fee," in addition to a royalty, based on the quantity of Haagen-Dazs brand products you purchase for use or sale from the Select Shop. (See Item 6).

Franchise Application Process

Before you pay us anything, you must send us a complete Franchise Application Package. If you send us an incomplete Application, then we may reject your Application or ask you to provide additional information.

First Haagen-Dazs Franchise

If you are applying for your first Haagen-Dazs Franchise, then you must come to Minneapolis for an interview as part of the application process. You will pay all of the expenses you incur in connection with the interview, including all of your travel, lodging, food and other expenses. We will not reimburse you for any expenses under any circumstances.

New Haagen-Dazs Shops

This section applies to you only if you are being offered a franchise for a new Haagen-Dazs Shop that you will develop. The Initial Franchise Fee for a new Shop is $30,000 if you are a new franchisee, or $15,000 if you are an existing franchisee and are purchasing an additional franchise.

You must pay an initial installment, in the amount of $10,000, at the same time that you sign the Franchise Agreement. You will be required to pay the balance of the Franchise Fee within 15 days after we designate the Shop Premises (See "New Shop Development Procedures," below).

The franchise term will be 10 years from the date you open your Shop, unless you are unable to open your Shop within 3 years, in which case, among other possibilities, the term of your Franchise can be less than 10 years (See "New Shop Development Procedures," below).

Your Franchise Agreement will give you the opportunity to renew your franchise for a single additional 10-year term when it expires, if you meet all the conditions for renewal, and enter into our then current form of franchise agreement for the renewal term.

New Shop Development Procedures

The procedures for developing your Haagen-Dazs Shop are contained in Exhibit A to the Franchise Agreement, and are summarized here.

Under the Franchise Agreement you will have 3 years to open the Shop (the "Outside Opening Date"). If you don't open the Shop within 3 years from the date of the Franchise Agreement, then we will have the right to cancel the Franchise Agreement, and refund all but $5,000 of the Initial Franchise Fee; or give you additional time to open the Shop, but the term of your Franchise will end 10 years

from the Outside Opening Date, no matter when you open the Shop; or require ^

you to enter into our then current form of Franchise Agreement in replacement of ^ the Franchise Agreement you previously signed. If we require you to enter into

our then current form of Franchise Agreement, then we will also have the right to ^

determine whether the term of the Franchise will expire 10 years from when you >J

open the Shop, or 10 years from the Outside Opening Date determined under the ^

original Franchise Agreement you signed, or some other date that would be , memorialized when the replacement Franchise Agreement is signed.

The site selection process begins when you identify a particular "Proposed Site" ^ where you would like to develop the Shop, such as a mall, or a specific on-street

location. We will then tell you, in writing, either in the Franchise Agreement, or ^

by letter, whether you can pursue the development of the Shop at the Proposed sj

Site, which means that you would be able to conduct due diligence related to the ^ Proposed Site, including entering into preliminary negotiations with the landlord.

Our letting you pursue the Proposed Site may not be construed as an opinion or ^

warranty that the Proposed Site will be viable, or that we will even designate all «J

or any portion of the Proposed Site as the Shop Premises under your Franchise ^j Agreement.

Your right to pursue the Proposed Site will not be exclusive. We can allow more ^

than one Franchisee to pursue the same Proposed Site. j

Before we will consider designating all or any portion of the Proposed Site as the *J

Shop Premises, you must provide certain information to us, and must negotiate a j proposed lease on terms that are acceptable to us. If you convince us that the Proposed Site would be a suitable location for the Shop, then we will designate

all or a portion of the Proposed Site as the "Shop Premises." You should not **)

make commitments to a landlord or anyone else in connection with a Proposed ^ Site, unless and until we have designated it as the "Shop Premises."

If we decline to designate the Proposed Site as the Shop Premises, then we will ^j

have the option of canceling the Franchise Agreement, in which case we will , refund all but $5,000 of your initial franchise fee payment; or requiring you to

designate and pursue another Proposed Site. You also have the option to cancel ^

the Franchise Agreement at any time before we designate the Shop Premises, in ^

which case we will refund all but $5,000 of your initial franchise fee payment. ^

Our designation of the Shop Premises is not a warranty or assurance that the *J

Shop developed at the Shop Premises will be successful, or will otherwise satisfy ^ your business objectives.

Balance of Franchise Fee ^

When we designate the Shop Premises, you will have 15 days to pay the *j

balance of the Franchise Fee. The balance of the Franchise Fee will be $20,000 ^ if you are new to the Haagen-Dazs System, or $5,000 if you are an existing

Haagen-Dazs franchisee. If you do not timely pay the balance of the Franchise ^

Fee, then we can cancel the Franchise Agreement and retain the initial payment of the Franchise Fee ($10,000) without any further obligations to you.

Under your Franchise Agreement, you will need to identify a Designated Shop Manager, who must be acceptable to us, and who must successfully complete our training program to our satisfaction. Unless you already own a Haagen-Dazs Shop, are a professional foodservice provider, or the Franchisee is made up of only corporate entities (which we normally will not permit); the Designated Shop Manager will need to be one of the persons making-up the Franchisee under the Franchise Agreement. If your Designated Shop Manager does not complete training to our satisfaction, then we will give you the opportunity to select a different Designated Shop Manger. If you do not select a different Designated Shop Manager, or the second Designate Shop Manager that you select also fails to successfully complete our training program, then we may cancel this Franchise Agreement, and refund all but $5,000 of the Initial Franchise Fee you paid us.

The Initial Franchise Fee for a new Haagen-Dazs Shop is uniform as to all franchisees, except that existing Haagen-Dazs Shop franchisees can purchase a franchise for a new Shop for $15,000, instead of the $30,000 paid by someone entering the Haagen-Dazs System.

The Initial Franchise Fee is also modified in the case of those franchisees opening a Shop under a Development Incentive Agreement (which we no longer offer); or in the case of a Franchise who began the development of a Haagen-Dazs Shop under our former development procedures (to the extent we determine as part of our transition to the development procedures described here).

Select Shops

The information in this "Select Shop" section applies to you only if you are now being offered the opportunity to enter into a Haagen-Dazs Select Agreement. A copy of the Select Agreement is attached to this Offering Circular as Exhibit F.

Our Select Shop offering is geared toward a franchisee who would establish a Select Shop within, and as complimentary to, a larger business that franchisee owns or operates. As such the typical Shop site selection procedures will not apply. Instead, we will specify the "Shop Premises" in the Select Agreement.

The Term of the Select Shop franchise is 5 years, unless you are unable to open your Select Shop within 6 months, in which case, among other possibilities, the term of your franchise can be less than 5 years (See "New Select Shop Development Procedures," below).

New Select Shop Development Procedures

Under the Franchise Agreement you will have 6 months to open the Select Shop (the "Outside Opening Date"). If you don't open the Select Shop within 6 months

from the date of the Select Agreement, then we will have the right to cancel the Select Agreement; or give you additional time to open the Select Shop, but at our election the term of your franchise will end 5 years from the Outside Opening Date, no matter when you open the Shop; or require you to enter into our then current form of Franchise Agreement in replacement of the Franchise Agreement you previously signed. If we require you to enter into our then current form of Select Agreement, then we will also have the right to determine whether the term of the Franchise will expire 5 years from when you open the Shop, or 5 years from the Outside Opening Date determined under the original Select Agreement you signed, or some other date that would be memorialized when the replacement Select Agreement is signed.

Incentive Agreement

The information in this "Incentive Agreement" section applies to you only if you are now being offered the opportunity to enter into a Haagen-Dazs Shop Development Incentive Agreement. A copy of the Incentive Agreement is attached to this Offering Circular as Exhibit E.

The Incentive Agreement represents a Franchise Fee discount program, under which you would pay an "Incentive Fee" but would not pay the Initial Franchise Fee normally payable in connection with "Qualifying Shops," as more particularly described below. In all other respects our standard Haagen-Dazs Shop development procedures apply, including the requirement that each Haagen-Dazs Shop be developed under the terms of a separate Franchise Agreement.

The fee structure of the Incentive Agreement is based on our expectation that we will only enter into a Incentive Agreement with someone who has been a franchisee in the Haagen-Dazs System for at least one year. If we make an exception, and enter into an Incentive Agreement with someone who is new to the Haagen-Dazs System, then we would most likely require payment of an increased fee, consistent with the fee structure of our franchise agreements.

If you desire to develop several Shops within a short time period, and we approve, then you may enter into an Incentive Agreement.

Under the Incentive Agreement you would pay us an "Incentive Fee" totaling $30,000, in three installments. The first installment, of $15,000, would be paid upon entering into the Incentive Agreement; subsequent installments of $7,500 each would be due on each the first and second anniversary of the Incentive Agreement. The Incentive Fee is non-refundable, and is earned by us upon your signing of the Incentive Agreement, irrespective of whether you open any "Qualifying Shops" under its terms.

The "Term" of the Incentive Agreement would be either for 4 years from the date of the Incentive Agreement, or 3 years from the date you open the first Qualifying Shop, whichever ends first.

A "Qualifying Shop" is a Shop that you open for business, under the terms of the Incentive Agreement, and a corresponding Franchise Agreement. A Shop opened

under a Satellite Agreement will not count as a Qualifying Shop; nor will a Select Shop count as a Qualifying Shop.

For each Qualifying Shop that you develop under the Incentive Agreement, you will enter into a Franchise Agreement at the same time that you would if you were developing each Shop without an Incentive Agreement. However, you will not be required to pay the Initial Franchise Fee otherwise contemplated by the respective Franchise Agreement, for each Qualifying Shop that you open, up to a maximum of 5 Qualifying Shops. If you open more than 5 Qualifying Shops, then you would pay a $5,000 Franchise Fee for each additional Qualifying Shop, within 30 days after the respective Qualifying Shop opens.

Because an existing Haagen-Dazs System Franchisee would normally pay a $15,000 Franchise Fee for each new Haagen-Dazs Shop developed, the $30,000 Incentive Fee is, at this time, equal to the Initial Franchise Fees for 2 Shops. Therefore, assuming this fee structure remains unchanged, you must open 3 or more Qualifying Shops to realize a net Initial Franchise Fee savings.

If you enter into a Franchise Agreement for a Shop anticipated to be opened under the Incentive Agreement, and that Shop is opened after the Term ends, or does not open, then you must pay all amounts that would normally have been paid under those same agreements, as if you had not entered into the Incentive Agreement.

By entering into an Incentive Agreement we are not agreeing that we will grant you any specific number of franchises, and we may at any time refuse to grant you a franchise for any reason, including if you fail to continue to satisfy our reasonable operational, financial, managerial and other standards.

Area Development Agreement

The information in this "Area Development Agreement" section applies to you only if you are now being offered the opportunity to enter into a Haagen-Dazs Shop Area Development Agreement. A copy of the Area Agreement is attached to this Offering Circular as Exhibit G.

The Area Agreement grants Haagen-Dazs Shop development rights for a defined geographic area. A number of significant terms will be negotiated on a case by case basis, including the specific Development Area; the Area Development Fee; the length of the Term; the number of Haagen-Dazs Shops that must be established during the Term (the "Development Quota"), as well as by specific points during the Term (each an "Interim Quota").

The Area Agreement grants exclusive Shop development rights within the Development Area, but is subject to number of exceptions. The exclusivity does not extend to Select Shops, or Satellites, or successive term franchise agreements. There are also exceptions for certain non-traditional venues. (Refer to Item 12). The exclusivity can also be lost if an Interim Quota is not satisfied. There is also a first refusal process that permits Shoppe Company to establish or grant someone else the right to establish a

Shop at a specific location if you decline to develop a Shop at a potential Shop location ^j

that we bring to your attention. ,

Each New Shop will be established under the terms of a separate Franchise ^J

Agreement. However, you will not be required to pay a Franchise Fee for any New ^ Shop, except in the case of a New Shop opened in excess of the agreed upon

Development Quota, in which case the Franchise Fee is $5,000. Other financial terms *"**

will be consistent with our offering at the time we enter a Franchise Agreement, with <*�>

some minor exceptions, such as a cap on the royalty that we could impose. ^

As noted above, a number of business terms are subject to negotiation. This is because no two Development Areas will be alike, and the specific terms to be negotiated will to a significant degree be based on the Development Area. We do not anticipate entering into a large number of Area Agreements. While we may enter into an Area Agreement for a Development Area where there are already Shops, for the most part the Area Agreement is perceived as a vehicle for establishing Shops in geographic areas where Shops do not already exist, or exist in fairly limited numbers.

Although, we anticipate entering into the number of Franchise Agreements necessary to satisfy the Development Quota, we may refuse to grant you a franchise if you fail to continue to satisfy our reasonable operational, financial, managerial and other standards.

Satellites

The information presented in this "Satellites" section applies to you only if you are now being offered the opportunity to develop a Satellite, which is an additional selling point in a mall or other commercial facility where you already have a Shop. In general, a Satellite is operationally dependent upon your existing Shop, and located within the territory granted by the Franchise Agreement for your Shop. If you are presently being offered the opportunity to purchase a Shop franchise, then you should not assume you will have an opportunity to develop a Satellite in the future, or that, if offered to you in the future, then that the terms would be the same as they are now.

At this time, and under certain limited circumstances, we may permit the development of a Satellite. In most cases you will use your existing Shop for storage space, and for certain preparation and cleaning activities associated with your Satellite. If you obtain our permission to develop a Satellite, then you will pay a non-refundable $500 "Satellite Fee" when you sign a Haagen-Dazs Satellite Agreement. A copy of our standard Satellite Agreement is attached to this offering circular as Exhibit C. The Satellite Fee is not refundable, even if you never actually open a Satellite.

The Satellite Agreement will permit you to develop and operate a Satellite for a period of up to 10 years, but not exceeding the remaining term of the Franchise Agreement for your Shop.

Successive Term Franchise Agreement

If you are an existing franchisee, with a soon to expire Haagen-Dazs Shop Franchise Agreement, and are now being offered an opportunity to purchase a franchise for a successive term, then the amount of your franchise fee will depend upon whether you enter into the Haagen-Dazs Successor Franchise Addendum (the "Addendum").

To be eligible to enter into the Addendum, the Shop and Franchise Agreement in connection with which you are being offered the opportunity to purchase a franchise for a successive term must meet each of the following criteria: (1) The Shop must have been opened for business before September 1,1998, in the same location where it would be open for business in connection with a successive term Franchise Agreement;

(2) the franchise agreement under which the Shop has most recently been operating (the "Prior Franchise Agreement") must have been issued before September 1,1998;

(3) the Prior Franchise Agreement must not have been modified by a test agreement or other document by which you were permitted to sell products in addition to those which all Shoppe Company franchisees are permitted to sell, or by which you agreed to pay royalties on a percentage of sales basis.

If you are eligible to enter into the Addendum, then you may elect to continue in force and effect certain financial aspects of the Prior Franchise Agreement, by executing the Addendum in the form which is attached as Exhibit D to this Offering Circular, at the same time that you execute the successive term Franchise Agreement. If you execute the Addendum, then the initial franchise fee will be $2,550 per year for up to a 10-year term, although this amount may be paid in annual installments. The term of the franchise will be for up to 10 years, not exceeding the term of the lease that you present to us in connection with the issuance of your Franchise Agreement. There is no discount in the case of a partial year.

If you are not eligible to enter into the Addendum, or if you are eligible but decide not to enter into the Addendum, then the Initial Franchise Fee will be $10,000. The entire fee is due when you sign your Franchise Agreement. The term of the franchise will be for 10 years, even if the lease that you present to us in connection with the issuance of your Franchise Agreement is for a different period.

The Franchise Agreement does not grant you any right to renew the franchise at the end of the successive term. We may withdraw our offer to enter into a successive term Franchise Agreement with you if you fail to timely comply with the procedures prescribed by us.

If your Shop does not conform to current Haagen-Dazs design criteria, then we may require you to remodel your Shop during the first year of your successive term. If you are obligated to remodel during the first year of your successive term, and you fail to do so, then we may terminate your Franchise Agreement.

Shops with Leveraged Management/Resources

Depending upon the particular circumstances we may consider offering you a franchise for a Shop that you would operate nearby or contiguous to other food or complimentary

concepts that you own. If we do so, then we will require that at least 1 counter ^j

employee be dedicated to the Haagen-Dazs Shop whenever it is opened. Under these ,

circumstances we may permit certain shared resources, such as a shared manager,

and possibly shared back room and/or storage room. However, to the consuming ^

public, the Shop must appear to be distinctly separate from other concepts you operate. ^j

This is accomplished through the use of separate menu boards, signage, and cash ^

separate the concepts. We may, in our sole and absolute discretion, allow a less clear- ""*

cut physical differentiation. To further identify the Shop as a separate business the *J

standard Shop uniform is required, unless we, in our sole and absolute discretion, allow ^

you to combine certain standard Shop uniform elements such as hat or apron with a

non-standard uniform also reviewed and approved by us. Whether we permit you to

have a shared back room will be dependent upon a number of factors, including «^

whether shared facilities might result in any cross-contamination hazard. If we do ,j

permit you to have a shared back room, then it will be subject to our inspection ,

standards. Irrespective of the particular other concepts, we will almost certainly require

that you have a storage freezer that you will only use for the Shop. You will also be ^

required to use cleaning chemicals that we have approved. ^J

Modification of Standard Financial Terms ^

While in general we do not negotiate changes to the standard financial terms described in this Item 5, with respect to a franchise for a Shop, we occasionally agree to modifications based on unique circumstances. We anticipate possibly negotiating modifications to the terms of the Select Shop Franchise Agreement, in view of the nature of the commercial environments where we would anticipate the establishment of a Select Shop. As noted above, the terms of our Area Development Agreement will be negotiated on a case by case basis.

During the most recently completed fiscal year: we agreed to a modified fee structure in connection with the establishment of a Shop with limited menu offerings in a resort; we agreed to a modified fee structure in connection with the simultaneous development of two Shops and a Satellite; and we agreed to a modified fee structure in connection with the development of three Shops in three affiliated resort properties with respect to which our affiliate also obtained exclusive frozen dessert distribution rights.

Item 6.

OTHER FEES

Shop or Satellite (For Select Shop See Table on Next Page)

(Item 6 Table Notes begin on Page 17)

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Name of Fee	Amount	Due Date	Remarks
Continuing Royalty	4% of Gross	Payable weekly (or	The franchise agreement defines gross sales to include anything
Fee'	Sales³	less frequently as	you sell from your Shop, even if sold in violation of your
		determined by us);	franchise agreement.⁵
		we may collect an	The amount pre-collected may be based on a prescribed number
		amount	of cents per gallon of "Haagen-Dazs" product used in the Shop.
		representing our
		approximation of the
		royalty when you
		purchase certain
		products.
General Marketing	$4,250 per year	Payable monthly	The General Marketing Contribution is $4,250 per year as of the
Contribution¹	for a Shop (at this		date of this Offering Circular, and is subject to annual increases
	time)		in accordance with a formula in the Franchise Agreement tied to the Consumer Price Index. The rate will increase to $4,375 soon after the date of this Offering Circular, and will again be
	$2,125 per year for a Satellite (at		subject to change in accordance with the formula (and is subject
	$2,125 per year for a Satellite (at		to further change periodically). We may. but need not, delay periodic increases.
	this time)
Local Marketing	1% of Gross	Payable weekly (or	Your Local Marketing Contribution will equal 1 % of your gross
Contribution'	Sales⁴⁵	less frequently as	sales. The Local Marketing Fund your Local Marketing
		determined by us).	Contributions create will be used by us for Local Marketing Activities that we think will be of some benefit to your Shop, or will be made available to you on a reimbursement basis for Local Marketing Activities approved by us and undertaken by you. If we elect to make the Local Marketing Funds available to you on a reimbursement basis, but you do not become entitled to a portion of those Local Marketing Funds within the time periods that we occasionally establish, then the portion to which you do not become entitled will be used by us in the same manner as your General Marketing Contribution. If you are purchasing a Satellite Agreement, then the amount you will pay will be based on the percentage, if any, that the Franchise Agreement for your related Shop requires you to pay.
Transfer Fee'	$10,000	Payable before your	We may temporarily reduce and reinstate this fee, occasionally
		transfer becomes	at our discretion, in accordance with special transfer policies we
		effective.	implement. See Item 17.
Product Purchases'	(See Item 8)
Inspection Fees'	$100 per hour	When incurred	If an inspection of your Shop discloses violations of applicable
	plus actual		System standards previously noted in an earlier Shop
	expenses		inspection, then we may require you to reimburse us for the cost of the second inspection at the rate of $100 per hour plus expenses.
Audit Fees'	Costs of Audit	When incurred	If you submit materially inaccurate financial information in
	including Legal		connection with the payment of royalties or marketing
	Fees		contributions, or do not permit inspection of your books and records.
Alternative Supplier	All reasonable	When incurred	In certain limited circumstances you may seek approval of
Review Fee'	expenses incurred		alternative sources of supply for certain items.
Remedial Training	All reasonable	When incurred	In lieu of declaring a breach, we may. but need not require you to
Fee'	expenses		attend a remedial training session to address operational
	incurred		deficiencies.
Late Payment Charge'⁶	10% of late	Upon Failure to	We may. but are not required to, impose late payment charges
Late Payment Charge'⁶	payment; interest	Timely Pay	and interest on late payments.
	at up to 18% per	Amounts Owed
	year

Select Shop (For Shop or Satellite, See Table on Previous Page)
Name of Fee	Amount	Due Date	Remarks
Continuing Franchise Fee	$1.00 per gallon of Haagen-Dazs brand products purchased	When payment for Haagen-Dazs brand products is due, unless separately invoiced	We may elect to have the supplier of Haagen-Dazs brand products (see Item 8) collect the Continuing Franchise Fee on our behalf.
Continuing Royalty Fee	$1.70 per gallon of Haagen-Dazs brand products (at this time)	When payment for Haagen-Dazs brand products is due, unless separately invoices	We may elect to have the supplier of Haagen-Dazs brand products (see Item 8) collect the Continuing Royalty Fee on our behalf. The Continuing Royalty Fee is based on a prescribed number of cents per gallon of "Haagen-Dazs" product used in the Shop. The original base rate was $0.40 per gallon, adjusted in proportion to annual changes in the U.S. Consumer Price Index under a formula stated in the Select Agreement. The adjusted rate as of the date of this Offering Circular is $1.70 per gallon (and the rate is subject to further change periodically); the rate will soon after the date of this Offering Circular increase to $1.75 per gallon.
General Marketing Contribution¹	$1,062.50 (at this time)	Payable annually	The General Marketing Contribution for a Select Shop is 25% of the General Marketing Contribution for a Shop. The General Marketing Contribution for a Shop is $4,250 per year as of the date of this Offering Circular, and is subject to annual increases in accordance with a formula in the Franchise Agreement tied to the Consumer Price Index. The rate will increase to $4,375 soon after the date of this Offering Circular, and will again be subject to change in accordance with the formula (and is subject to further change periodically). We may, but need not, delay periodic increases.
Transfer Fee'	$1,000 in the case of a Select Shop	Payable before your transfer becomes effective.	We may temporarily reduce and reinstate this fee, occasionally, at our discretion, in accordance with special transfer policies we implement. See Item 17.
Product Purchases²	(See Item 8)
Inspection Fees¹	$100 per hour plus actual expenses	When incurred	If an inspection of your Shop discloses violations of applicable System standards previously noted in an earlier Shop inspection, then we may require you to reimburse us for the cost of the second inspection at the rate of $100 per hour plus expenses.
Audit Fees'	Costs of Audit including Legal Fees	When incurred	If you submit materially inaccurate financial information in connection with the payment of royalties or marketing contributions, or do not permit inspection of your books and records.
Alternative Supplier Review Fee¹	All reasonable expenses incurred	When incurred	In certain limited circumstances you may seek approval of alternative sources of supply for certain items.
Remedial Training Fee¹	All reasonable expenses incurred	When incurred	In lieu of declaring a breach, we may, but need not require you to attend a remedial training session to address operational deficiencies.
Late Payment Charge¹⁶	10% of late payment; interest at up to 18% per year	Upon Failure to Timely Pay Amounts Owed	We may, but are not required to. impose late payment charges and interest on late payments.

(Item 6 Table Notes begin on Page 17)

Area Development Agreement

Name of Fee	Amount	Due Date	Remarks
Development Fee	To be negotiated	Upon signing of Area Development Agreement	The Development Fee is in place of the initial franchise fee that would otherwise be payable for each New Shop opened in satisfaction of the Development Quota. See first table in this Item 7 for the other fees payable under the Franchise Agreement.
Franchise Fee (for Shops in excess of Development Quota)	$5,000	Within 30 days after the opening of the Shop.	The Area Development Agreement will require you to open a specific number of New Shops. (See Item 5). If you open more New Shops than required by the Area Development Agreement. then you will pay this fee for each additional New Shop.
Liquidated Damages	Varies	Within 30 days after the expiration of the Term of the Area Development Agreement	Applies if you fail to satisfy the Development Quota. The amount of the Liquidated Damages will be based on the number of New Shops you failed to timely open, and the average annual royalty paid to us in connection with the other Shops in the Development Area.

Item 6 Table Notes:

1. Fees are payable to Shoppe Company and are non-refundable. Interest on fees not timely paid may be charged at the lower of 18% per year, or the permissible interest rate where your Shop is located.

2. You must purchase your entire requirements of ice cream and other frozen dessert products from Shoppe Company's parent company, Dreyer's Grand Ice Cream Company. Inc. (See Items 1 and 8).

3. Franchisees currently purchasing a Successive Term Franchise, and who meet the eligibility requirements described in Item 5, may elect to enter into a Haagen-Dazs Shop Franchise Agreement Addendum, in the form attached to this Offering Circular as Exhibit D. in which case the royalty fee is based on a prescribed number of cents per gallon of "Haagen-Dazs" product used in the Shop. The original base rate was $0.40 per gallon, adjusted in proportion to annual changes in the U.S. Consumer Price Index under a formula stated in the Franchise Agreement. The adjusted rate as of the date of this Offering Circular is $1.70 per gallon (and the rate is subject to further change periodically): the rate will soon after the date of this Offering Circular increase to $1.75 per gallon. We may, but need not, delay periodic increases. If you are purchasing a Satellite Agreement. then the royalty obligation contained in your franchise agreement will be extended to cover your Satellite.

4. Franchisees currently purchasing a Successive Term Franchise, and who meet the eligibility requirements described in Item 5, may elect to enter into a Haagen-Dazs Shop Franchise Agreement Addendum, in the form attached to this Offering Circular as Exhibit D. in which case no Local Marketing Contribution will be paid.

5. The Franchise Agreement defines "Gross Sales" to mean:

"all revenue derived from the sale, at regular selling prices before any discounts or allowances, of any food, merchandise and services from the Shop, all income of every kind and nature related to the Shop, Franchise, and/or Marks, even if derived from sales or activities not permitted by this Agreement; the fair value of any non-monetary consideration received by Franchisee for any food, merchandise, and services, from the Shop, which are bartered, traded or otherwise exchanged by Franchisee for valuable goods or services; and all proceeds of any business interruption insurance policies related to the Shop or Franchise" exclusive of any applicable sales, excise or other taxes. If Franchisee is authorized by Shoppe Company, or without such authorization, sells food, merchandise or services associated with the Marks away from the Shop, then the revenues from those sales shall be a part of Franchisee's Gross Sales..."

6. The late payment provisions also apply to amounts not timely paid to our affiliates, including in connection with your purchases of Haagen-Dazs brand products.

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