UFOC

Sample UFOC

sea

N»

FRANCHISE OFFERING CIRCULAR

Jamba Juice® Company a California Corporation

1700 17th Street San Francisco, California 94103

(415)865-1200

If granted a franchise, you will operate one or more "Jamba Juice®" branded stores featuring a wide variety of fresh blended-to-order smoothies, fresh squeezed juices and healthy snacks.

We offer 2 licensing programs:

(1) A single Jamba Juice® Store. This program will generally be used only if you are (a) an existing franchisee opening a new store or' renewing an existing franchise, or (b) the owner/operator of an institutional venue. The initial fee is $25,000 ($15,000 for a Store at an institutional location). The estimated initial investment required ranges from $244,000 to $502,650 for a traditional location, from $ 181,500 to $428,000 for an institutional and captive retail location, and from $ 181,000 to $310,100 for a free-standing retail location.

(2) Multiple Jamba Juice® Stores within a defined area pursuant to an Multi-Unit License Agreement. This program will generally be used only if you are agreeing to develop a new market pursuant to an exclusive development agreement which contains a negotiated schedule of new store openings over time. You will pay a development fee of $ 12,500 multiplied by the number of Stores to be opened. Each time you execute a License Agreement for a Store, you must pay an initial fee of $25,000 for each Store you agree to open pursuant to your development schedule (or $15,000 for each Store in excess of the total number of Stores required to be opened), provided that we will credit the Development Fee against each Initial Fee (at the rate of $12,500 per License Agreement until the entire Development Fee has been so credited).

Risk Factors:

SUBJECT TO APPLICABLE LAW TO THE CONTRARY, THE LICENSE AGREEMENT AND MULTI-UNIT LICENSE AGREEMENT PERMIT THE LICENSEE TO ARBITRATE WITH JAMBA JUICE® ONLY IN CALIFORNIA. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH JAMBA JUICE® IN CALIFORNIA THAN IN YOUR HOME STATE.

LOSANGELES I7633lv2J 40544-00002

THE LICENSE AGREEMENT AND MULTI-UNIT LICENSE AGREEMENT STATE THAT CALIFORNIA LAW GOVERNS MOST OF THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS-THERE MAY BE OTHER RISKS CONCERNING THIS LICENSE.

Information comparing franchisors is available. Call the state administrators listed in Exhibit "N" or your public library for sources of information.

Registration of this license 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 the appropriate State agency listed in Exhibit "N".

Effective Date: August 31,2004

LOSANGELES 176331v2I 40544-00002

TABLE OF CONTENTS

Page

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

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

LITIGATION................................................................................................................................7

BANKRUPTCY....................................................................................................................10

LICENSEES'INITIAL LICENSE FEE.................................................................................TO

OTHER FEES.......................................................................................................................11

INITIAL INVESTMENT........................................................................................................14

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

LICENSEE'S OBLIGATIONS...............................................................................................23

FINANCING..............................................................................................................................25

LICENSOR'S OBLIGATIONS...............................................................................................26

TERRITORY............................................................................................................................36

TRADEMARKS, SERVICE MARKS, TRADE NAMES, LOGOTYPES AND COMMERCIAL SYMBOLS..............................................................................................39

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION.............................40

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE LICENSE BUSINESS...........................................................................................................41

RESTRICTIONS ON WHAT THE LICENSEE MAY SELL............................................41

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.................42

PUBLIC FIGURES...............................................................................................................53

EARNINGS CLAIM...............................................................................................................53

LIST OF OUTLETS..................................................................................................................54

FINANCIAL STATEMENTS...............................................................................................5S

CONTRACTS...........................................................................................................................58

Table of Contents (continued)

23. RECEIPT.

Exhibits

A. License Agreement

B. Multi-Unit License Agreement

C. Limited Liability Company Operating Agreement

D. Amendment to Franchise/License Agreement

E. Addendum to License Agreement (Purchase Option)

F. Preliminary Agreement G.. Addendum to Lease/Sublease H. Guaranty I. General Release J. Consolidated Financial Statements K. Licensee Information L. Table of Contents of Manuals M. Average pro forma Profit and Loss Statement for company-owned stores and related

information

N. Lists of State Regulatory Agencies and Administrators & Agents for Service of Process

O.. Acknowledgment of Receipt

Page .,..59

THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

A. Plain English

To simplify the language in this offering circular, the words "Jamba Juice", "we", "our" and "us" refer to Jamba Juice Company, the franchisor. "You" means the person who buys the license. If you operate through a corporation, partnership or other entity certain provisions of the license agreement also include the licensee's owners.

As required by law, this offering circular has been prepared in "plain English". To fully understand all your and our rights and obligations to each other, you must still carefully review the actual agreements that you will execute. These will control if there is any dispute between us.

B. The Business

Stores operating under the Jamba Juice® brand ("Jamba Juice Stores", "Jamba Juice®" stores or "Stores") offer for general consumption a wide variety of fresh blended-to-order smoothies, fresh squeezed juices, and healthy and portable snacks. Jamba Juice® stores use fruit juice, juice concentrates, fresh and fresh-frozen fruits, natural ingredients, yogurts, and other health food items designated by us (the "Products") in connection with certain trademarks, service marks and commercial symbols of ours, including the mark "Jamba Juice®" and certain associated logos (collectively referred to as the "Marks"). Jamba Juice® stores serve customers who come for meals, including breakfast, lunch, dinner, dessert, and even for a snack. Jamba Juice® not only satisfies health-conscious customers, but appeals to and educates the mainstream. Customers get a delicious product and can learn about its nutritional benefits from trained staff and a product nutrient analysis. We offer two separate license programs by this Offering Circular, though we may not necessarily allow you the opportunity to purchase under both of these programs.

C. Seasonality and Risks.

Jamba Juice believes that the market for smoothies, fresh squeezed juices and healthy snacks is developing in the United States and globally. You must, however, compete with other restaurants, juice bars, and other businesses which offer health food products, smoothies, juice, fiozen yogurt or similar products, as well as other food service businesses. Jamba Juice® stores will be operated year round, although sales will fluctuate significantly during the year. Authorized Jamba Juice® products are offered for sale to the general public. As with all retail food service businesses, your choice of location is critical to your success, no matter how good the concept.

D. Franchise Opportunities.

Your Jamba Juice® Store may be located in urban in-line stores, free standing buildings, and other typical quick service food locations (a "Traditional Store"). We may also consent to your Store being located in a non-traditional location, such as a school, college, university, military or other governmental facility, hospital, airport, toll road, office or in-plant food service facility, (an "Institutional Site"), or within an existing "big box" retail site such as a shopping mall, supermarket, health club, grocery store or convenience store, or other fast-food type operations such as food courts

LOSANGELES 17633Iv21 40544-00002

and any other venue operated by a master concessionaire or contract food service provider, or other large retail venue, with or without a separate exterior entrance (a "Captive Retail Store"). Institutional Stores and Captive Retail Stores will "hereafter be referred to collectively as "Non-Traditional Stores".

1. Individual Franchise Program.

This program will generally be used only if you are (a) an existing franchisee opening a new store or renewing an existing franchise, or (b) the owner/operator of an institutional venue. Under this program, you will execute a License Agreement, in the form attached as Exhibit "A", to operate a single Jamba Juice® store (the "Store") at a location which you choose and which we approve. If you, or any affiliated person or entity, has a currently effective license agreement with Jamba Juice, you and each affiliated person or entity must sign a General Release in the form attached as Exhibit "I", as a condition to entering into the new License Agreement.

Franchisees may be individuals or entities which meet our then current requirements for non-individual franchisees. These requirements may include the execution of personal guarantees (Exhibit "H") by some or all of the individuals holding an equity interest in the franchise.

As described below, in March 1999 we acquired the stock of Zuka Juice, Inc., which itself and through its subsidiaries (collectively referred to as "Zuka Juice") operated and franchised others to operate stores operating under the Zuka Juice® brand name ("Zuka Juice® stores") which were substantially similar to Jamba Juice® stores. Between September, 1999 and May, 2000, all former Zuka Juice® stores were converted to Jamba Juice® stores, (a "Zuka Juice Conversion Franchisee"). If you are a former Zuka Juice® franchisee you will only be allowed to open a new Store if you agree to amend your existing franchise agreement(s) to bring them into conformance with our existing fee structure by executing for each of your existing Stores, the Amendment to Franchise/License Agreement attached as Exhibit "D".

2. Multi-Unit Licensing Program.

Under the Multi-Unit Licensing Program, you must develop and operate a specified miriimum number of Stores within a specified period of time. You will be assigned a development "area" which may be one city, one or more counties, one or more states, or some other defined geographic area, or may be a defined type of location or channel of commerce (e.g., airports or grocery stores), or both. If you participate in this program, you will execute a Multi-Unit License Agreement, in the form attached as Exhibit "B", which will describe your development market and your development schedule and other obligations. For each Store you open pursuant to the Multi-Unit License Agreement, promptly after our approval of the site for the Store you will execute a separate License Agreement on the then current form used by Jamba Juice at the time, except that, as described in the next paragraph, the then current form will be modified if necessary to conform to any Grandfathered Provisions (defined below) provided for in your Multi-Unit License Agreement (see also Items 5 and 6 below). In addition, you, and each affiliate who has a currently effective license agreement with Jamba Juice, must sign a General Release in the form attached as Exhibit "I" as a condition to entering into the new License Agreement.

Section 5.2 of our current form of Multi-Unit License Agreement provides that certain provisions of each License Agreement which you execute pursuant to your Multi-Unit License Agreement,

LOS ANGELES 176331 v21 40544-00002

including those relating to the initial fee, continuing royalty and marketing program contribution, will be modified to conform to the terms in Section 5.2. Our existing Multi-Unit Licensees similarly may have entered into Multi-Unit License Agreements under which we agreed to modify certain provisions of our current form of License Agreement for each License Agreement they sign pursuant to those agreements, which may include, for example, the initial fee, continuing royalty and marketing program contribution, term or territory (the "Grandfathered Provisions"). If you are an existing Multi-Unit Licensee signing a License Agreement pursuant to your existing Multi-Unit License Agreement, we will modify our current form of License Agreement to incorporate any Grandfathered Provisions specified in your Multi-Unit License Agreement.

E- The Franchisor and Its Predecessor:

We do business under the name of Jamba Juice Company and do not do business under any other name. Jamba Juice® is a California corporation incorporated on June 20,1991 as Juice Club, Inc. In June 1997, we changed our corporate name to Jamba Juice Company. Our principal place of business is 1700 17th Street, San Francisco, California 94103 and our telephone number is (415) 865-1200.

From 1992 to 1995, we offered licenses for businesses similar to the type offered in this offering circular under the name "Juice Club". We no longer offer Juice Club licenses and all company-owned and franchised Juice Club stores have been converted to Jamba Juice® Stores. Before 1998, we did not offer licenses for Jamba Juice® stores, except to existing Juice Club licensees to convert to Jamba Juice® Stores. We have offered licenses for Jamba Juice® stores since September 11, 1998. Since 1998, we have also owned a partial membership interest in one or more licensed Stores operated through limited liability companies. We do not offer licenses in any other line of business. Except as described below, we are not engaged in any other business, although we reserve the right to do so.

On March 24,1999, we acquired Zuka Juice, Inc., a Utah corporation and its subsidiaries through a merger of it into our wholly owned subsidiary ZJI Acquisition Corp., a California corporation. Following the merger ZJI Acquisition Corp. was renamed Zuka Juice, Inc. ("Zuka Juice"). As of March 24,1999, through its subsidiary Zuka Juice Franchise, Inc., Zuka Juice had approximately 81 franchisees operating businesses substantially similar to Jamba Juice® Stores. As part of a reorganization of Jamba Juice's subsidiaries and affiliates, Zuka Juice Management, Inc, was merged into Zuka Juice, Inc., its parent, and Zuka Juice, Inc. was merged into Jamba Juice Company in March 2001.

F- Affiliates of Franchisor

As discussed in more detail in Item 10, Jamba Juice may occasionally invest in individual licensed Stores by acquiring an interest in the limited liability company ("LLC") formed to acquire the license. In those instances, we expect that the LLC will be operated pursuant to a form of LLC Operating Agreement substantially similar to the form attached as Exhibit "C". As of the date of this Offering Circular, there are 3 LLC affiliates of Jamba Juice, one in Hawaii, one in Utah and one in Florida. Zuka Juice, in some cases together with its wholly owned subsidiary, Zuka Juice Management, Inc., operated approximately 17 Jamba Juice® Stores (converted from the original Zuka Juice Stores) through LLCs in which they were the sole members. Jamba Juice liquidated these

LOSANGELES I76331v21 40544-00002

LLCs in March 2001 and transferred the assets of the Jamba Juice® stores operated by the LLCs to Jamba Juice Company as a part of a reorganization of Jamba Juice Company's subsidiaries and affiliates.

G. Agent for Service of Process

Our agent for service of process in this state is listed in Exhibit "N".

H. Industry Specific Regulations:

California and other states and local jurisdictions have enacted laws, rules, regulations and ordinances which may apply to the operation of your Store, including those which (a) establish general standards, specifications and requirements for the construction, design and maintenance of the Store premises; (b) regulate matters affecting the health, safety and welfare of your customers, such as general health and sanitation requirements for restaurants; employee practices concerning the storage, handling, cooking and preparation of food; special health, food service and frozen dessert machine licensing requirements; restrictions on smoking; restrictions on the sale of alcoholic beverages and required posting of notices regarding the risks of alcohol consumption, exposure to tobacco smoke or other carcinogens or reproductive toxicants and saccharin; availability of and requirements for public accommodations, including restrooms; (c) set standards pertaining to employee health and safety; (d) set standards and requirements for fire safety and general emergency preparedness, (e) govern the use of vending machines, (f) regulate the proper use, storage and disposal of waste, insecticides, and other hazardous materials, (g) establish general requirements or restrictions on advertising containing false or misleading claims, or health and nutrient claims on menus or otherwise, such as "low calorie" or "fat free", and (h) establish requirements concerning withholdings and employee reporting of taxes on tips. You should investigate whether there are regulations and requirements that may apply in the geographic area in which you are interested in locating your Store and should consider both their effect and cost of compliance.

LOSANGELES 57633Iv2I 40544-00002

2. BUSINESS EXPERIENCE

Paul E. Clayton - Chief Executive Officer and Director

Mr. Clayton has been our Chief Executive Officer since February 2000. Mr. Clayton was with Burger King Corporation from 1984 to February 2000 in increasingly responsible positions in marketing, franchise operations and development, most recently President of Burger King North America from March 1997 to February 2000, Senior Vice President, Worldwide Marketing from March 1994 to March 1997, and Vice President, Marketing USA from July 1993 to March 1994.

Joseph P. O'Neill - Chief Financial Officer

Mr. O'Neill joined the Company in January 2001 as Chief Financial Officer. From 1999 he was the Executive Vice President and Chief Financial Officer for Color Spot Nurseries based in Pleasant Hill, CA. From 1993 to 1999, Mr. O'Neill was Chief Financial Officer for ABT Building Products in Neenah, WI.

Karen Kellev - Vice President of Company Operations

Ms. Kelley joined the Company in March 2002 as Vice President of Company Operations. From 1994 to 1998, Ms. Kelley was with Boston Market. She was Managing Partner of Boston Market from 1994 to 1995; Director of Operations - Northern California from 1995 to 1997, and Vice-President of Operations - Northern California from 1997 to 1998.

Thad F. Logan - Director of Real Estate

Thad F. Logan joined the Company in July 1997 in the capacity of Real Estate Manager and was later promoted to Director of Real Estate. Before joining Jamba Juice® Company, Mr. Logan worked in the Real Estate/Development Departments of Blockbuster Video and Supercuts,

Jason Walthall - Director Strategic and Financial Planning

Mr. Walthall has been our Director of Strategic and Financial Planning since November, 1999. From August, 1997 to November, 1999, Mr. Walthall worked for Deloitte Consulting, a management consulting firm in San Francisco, California, as a management consultant for their retail industry practice.

LOSANGELES 176331 v21 40544-00002

Beth Lombard - Vice President of Development

Beth Lombard has been our Vice President of Development since February 2004. Before joining Jamba Juice® Company, from December 2002 to October2003, Ms. Lombard worked for Brinker International in Dallas, Texas as Director of Concept Development. From July 1997 to November 2001, Ms. Lombard worked for Gap, Inc. in San Francisco, California as Director of Real Estate and Director of Strategic Initiative.

Greg Pick - Director of Franchise Operations

Mr. Pick has been our Director of Franchise Operations since June 2001. Before joining us, Mr.. Pick worked for Burger King Corporation in Miami, Florida from April 1976 to June 2001 as Director of Franchise Opeiations.

Becky Iliff - Vice President of Training and Organizational Development

Ms. Iliff is our Vice President of Training and Organizational Development and has held this position since February 2004. Before joining us, Ms, Iliffworked for Bennigan's Grill & Tavern in Piano, Texas from August 1994 through January 2004 as Vice President of Culture and Education.

Russell Testa - Vice President of Human Resources

Mr. Testa has been our Vice President of Human Resources since April 2004.. Before joining us, Mr. Testa worked for Mervyn*s in Hayward,California from May 1993 through January 2003 as Senior Vice President of Human Resources.

Michael Andrews - Director of Strategic & Financial Planning

Mr. Andrews has been our Director of Strategic & Financial Planning since November 1999. Before joining us, Mr. Andrews worked for Payless Shoe Source in Topeka, Kansas from June 1997 through November 1999 as Senior Analyst of Strategic Planning.

T.J. Williams - Vice President of Marketing

TJ. Williams has been our Vice President of Marketing since April 2004. Prior to that, Mr. Williams worked as a consultant with us from April 2002 through April 2004. Before joining us, Mr, Williams worked as the Director of Marketing from January 1999 through April 2002,

Kirk J. Perron - Director

Kirk J. Perron operated a Juice Club business from April 1990 until our incorporation on June 20, 1991. He has been a director since our incorporation. He was also our Chief Executive Officer from our incorporation until February 2000.

Craig J. Foley - Director

Mr. Foley has served as a Director of the Company since September, 1994. Mr. Foley is a Principal of Phillips-Smith Specialty Retail Group, a venture capital firm. Mr. Foley serves as a director of Starbucks Coffee Company and various privately held companies.

LOSANGELES 17633 ]v21 40544-00002

Robert C. Kagle - Director

Mr. Kagle has served as a Director of the Company since September, 1994. Mr. Kagle is a General Partner of Trinity Venture Investors and a founder and General Partner of Benchmark Capital, both venture capital firms. He serves as a director of many privately held companies.

James G. Sherman. Jr. - Director

Mr. Sherman has served as a Director of the Company since February, 1995. Mr. Sherman is a General Partner of Trinity Ventures, a venture capital firm. Mr. Sherman is a director of Starbucks Coffee Company and other privately-held specialty companies, including Sweet Factory, Inc. and World Wrapps, Inc.

3. LITIGATION

A. Baer, et al. v. Jamba Juice Company, Zuka Juice Franchise, Inc., Kirk Perron and David Dufrin (AAA Proceeding No. 75 Y 114 00426 00 GLO). On November 17, 2000, several former Zuka Juice, Inc. franchisees (i.e., Mike and Lori Baer ("Bear"); High Five, LLC ("High Five"); B. Russell and Suzanne Ballard ("Ballard") John C. and Susan Whittaker/Steve Foltz and The Cinnamon Bums, Inc. ("CBI"); Clint and Joan Rushton, Mark and Kaylene Neslen ("Rushton/Neslen"); and Ron and Dena Elton/Pete and Dawn Adams and C42B, Inc. ("C42B")), who had voluntarily converted their Zuka Stores to Jamba Juice Stores as described in Item 1 above, filed a Demand for Arbitration asserting that Jamba Juice coerced and defrauded them into converting their Zuka Stores to Jamba Juice® Stores, by allegedly representing that Jamba Juice would not support Zuka Juice franchisees who refused to convert and that conversion would result in increased revenues and profits. On or about March 9,2001, the claimants filed and served a detailed exhibit to their arbitration demand, in which they sought recission and damages of between $4,000,000 and $7,000,000. The Demand For Arbitration asserted claims of breach of the implied covenant of good faith and fair dealing, violation of the Oregon Franchise Act, the Oregon Unfair Trade Practices Act, the Washington Franchise Investment Protection Act, the Washington Consumer Protection Act, the California Franchise Investment Law and the Utah Consumer Sales Protection Act, and for intentional misrepresentation, negligent misrepresentation, tortious interference with economic relations, promissory estoppel, unjust enrichment, and recission. Jamba Juice denied Claimants' allegations and vigorously defended the matter as baseless and meritless.

In February, 2002, we settled this matter with all of the claimants (the "Settling Parties"), other than Rushton/Neslen., In exchange for a genera] release of claims, and without an admission of wrongdoing by any party, we granted the Settling Parties the right to close their stores if the trailing twelve-month sales for their store(s) falls below a certain benchmark for three consecutive months. In addition, we agreed (1) to pay CBI $50,000 and to reduce its Royalty Rate to 2% effective February 1,2002 through the remainder of the initial term of its franchise; (2) to extend the term of High Five's and Baer's franchises to February 10,2012, to waive their outstanding existing accounts receivable, and their royalty payments through the remainder of their initial franchise terms and marketing fund contributions through February 2004, and to pay High Five $40,000; (3) to pay Ballard $10,000, extend the initial franchise term to February 10, 2012, waive royalty payments

LOSANGELES I76331v21 40544-00002

through the remainder of the initial franchise term; and during 2002-2004 reimburse up to S10,000 for any approved advertising expenditures beyond what must be spent under the franchise agreement; (4) pay C42B $20,000, extend its initial franchise term to February 10,2012, expand its "designated territory radius" to 5 miles, waive royalty payments during the remainder of initial franchise term, reimburse it during 2002-2004 for up to 520,000 for any approved advertising expenditures beyond what must be spent under the franchise agreement, and grant it a conditional right of first refusal for any new "Jamba Juice" store proposed to be opened within the 5 years after the settlement date within a defined geographic area. In August 2002, a final hearing was held regarding the claims of Rushton/Neslen. The arbitrator entered his final order in December 2002 holding that there was no basis for the claims of Rushton/Neslen. The arbitrator held that Jamba Juice acted within its rights in connection with the merger of the Zuka Juice and Jamba Juice systems. The arbitrator determined that neither Zuka Juice nor Jamba Juice breached its agreements with the franchisees, violated any state franchise act,'or otherwise engaged in any unlawful conduct. Neslen/Rushton sought damages of more than $2 million. The arbitrator determined that the franchisees were not entitled to an award of any damages on their claims,

B. Lana and Deirill Larkin, et al. v. Jamba Juice Company, Zuka Juice, Inc., Zuka Juice Franchise, Inc., Kirk Perron and David Duffin (AAA Proceeding No. 81 1140005601). OnApril2, 2001, several former Zuka Juice, Inc. franchisees (i.e. Lana and Derrill Larkin, Brazos TZ-1, LLC, Brazos TZ-2, LLC, Dallas TZ-1, LC, Dallas TZ-2, LLC, Dallas TZ-3, LLC, Dallas TZ-4, LLC and Dallas TZ-5, LLC), who had converted their Zuka Stores to Jamba Juice® Stores as described in Item 1 above, filed a Demand for Arbitration asserting that Jamba Juice coerced and defrauded them into converting their Zuka Stores to Jamba Juice® Stores, by allegedly representing that we would not support Zuka Juice franchisees who refused to convert and that conversion would result in increased revenues and profits. Claimants seek recission and damages in an amount not yet determined and punitive damages, and allege claims for breach of contract, breach of the covenant of good faith and fair dealing, promissory estoppel, intentional misrepresentation, negligent misrepresentation, coercion and/oi economic duress, tortious interference with contract, tortious interference with future business relations, recoupment and violations of Texas, Utah and California statutory provisions protecting franchisees and/or consumers. Jamba Juice denied Claimants allegations and has vigorously defended the matter as baseless and meritless.

In May 2002 we settled this matter with the claimants in exchange for a full release of claims by and against all parties and the payment by us of the aggregate sum of $200,000 to the nine claimants. The settlement agreement expressly disclaims any admission by any party regarding the validity of any claim, counterclaim or defense.

C. Jackson vs. Jamba Juice. Inc. (Case No. SA02-381 DOCMLGx). This is one of three class action complaints against us, alleging, generally, that we failed to pay overtime wages in violation of California law. On April 11, 2002, Michelle Jackson filed a complaint in the United States District Court for the Central District of California alleging that she and a putative class of similarly situated current and former employees designated by us as "assistant general manager" consistently worked more than 40 hours per week and were denied overtime wages to which they were entitled under California law. Based on these allegations, the complaint seeks unspecified compensatory and/or liquidated damages. The parties agreed to a consolidated settlement of the claims in Jackson vs. Jamba Juice, Inc., Min and Brand vs. Jamba Juice, Inc., and Wallen and Margeson vs. Jamba Juice, Inc, which was approved by the court in August 2003. Under the terms

LOSANGELES 17633W2I 40544-00002

of the consolidated settlement, we agreed to pay $3,000,000 plus payroll takes to the class and its representatives ratably over a five-year period beginning in the 2004 fiscal year.

D. Min and Brand vs. Jamba Juice. Inc. (Case No. BC273 731). Messrs.. Min and Brand filed a complaint in Los Angeles Superior Court, Central District on May 10, 2001, against us alleging that they and a putative class of similarly situated current and former employees designated by us as "general manager and assistant general managers" consistently worked more than 40 hours per week and were denied overtime wages to which they were entitled under California law. Based on these allegations, the complaint seeks unspecified general, special, and compensatory damages and seeks a permanent injunction requiring us to pay overtime to all salaried store employees in California. The parties settled this matter pursuant to the terms of a consolidated settlement agreement, as disclosed in C. above.

E. Wallen and Marseson vs. Jamba Juice. Inc. (Case No. BC274159)- Messrs. Wallen and Margeson filed a complaint in Los Angeles Superior Court on May 17,2001, alleging that they and a putative class of similarly situated current and former employees designated by us as "managers and/or manager trainees" and as "assistant managers" were allegedly misclassified by Jarnba Juice as administrative or managerial employees and denied overtime wages to which they were entitled under California law. Based on these allegations, the complaint seeks unspecified general, special, compensatory and punitive damages. The parties settled this matter pursuant to the terms of a consolidated settlement agreement, as disclosed in C. above.

F. Jamba Juice v. Shweid (Case No. 311734). This is the first of two matters involving the landlord, Henry Shweid, as trustee of the Henry and Margaret Shweid lntervivos Revocable Trust ("Shweid"), relating to the lease (the "Lease") of our support center in San Francisco, California from Shweid (the "Premises") and the premises next to our support center (the "Adjacent Premises"), which is also owned by Shweid and was occupied at relevant times by Serazuki Enterprises, Inc, ("Serazuki").. This matter originated with Shweid's refusal to consent to the proposed assignment by Serazuki of the lease of the Adjacent Premises to us. Serazuki then sued Shweid as a result of this refusal (the "Serazuki Lawsuit"), which lawsuit was decided in favor of Shweid in April 2001. Shweid sought indemnification from us against any claims and costs resulting from this lawsuit, claiming that we are obligated to indemnify Shweid under the terms of the Lease.

In this matter ("Shweid I"), we filed suit against Shweid in the San Francisco Superior Court on April 26, _s2000 for declaratory relief that we had no obligation to indemnify Shweid in the Serazuki Lawsuit. In a counter-claim filed by Shweid, Shweid alleged that we had an obligation to indemnify him in connection with the Serazuki Lawsuit and that our failure to do so was a default under the Lease and that the Lease was therefore terminated. Shweid sought his attorneys' fees and costs incurred in connection with the Serazuki Lawsuit, plus his attorneys' fees and costs in connection with our claims in this matter. On July 26,2002, the Court issued a judgment in favor of Shweid in the amount of $1,104,221.42. Shweid is also seeking $886,033.24 in attorneys' fees incurred in this matter and $211,749.46 in interest and late charges under the lease. Our lease was not terminated.

In August 2003 we reached a settlement agreement with Shweid in both Shweid I and Shweid II (disclosed in G. below), under which we agreed to pay $2,800,000 to Shweid. Subsequently the Court approved the settlement agreement and we paid $2,800,000 to Shweid.

LOSANOELES 17633 Iv21 40544-00002

G. Shweid v. The Trial Group. Jamba Juice, et al. (Case No. 02-407178). Shweidfileda suit against us ("Shweid II"), our former counsel in Shweid I, and counsel for Serazuki in San Francisco Superior Court on April 25,2002. In Shweid II, Shweid seeks damages in excess of $18 million due to the alleged lost sale of the Premises, which Shweid blames, among other things, on alleged misconduct by us and our former counsel in Shweid I. In Shweid n, Shweid also seeks damages from us under the indemnity provisions of the Lease and punitive damages in an unspecified amount. As disclosed in F. above, the parties reached a settlement agreement.

Other than these 7 actions, no litigation must be disclosed in this offering circular.

4. BANKRUPTCY

No person previously identified in Items 1 and 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.

LICENSEES'

INITIAL LICENSE FEE

A. License Agreement

1. Initial Fee.

Except as described below, you must pay Jamba Juice an initial fee (the "Initial Fee") of $25,000 for a Traditional or Captive Retail Jamba Juice® store or $15,000 for an Institutional Jamba Juice® when you sign the License Agreement,

In addition, as described in Item 1, if you are signing your License Agreement pursuant to an existing Multi-Unit License Agreement, your Initial Fee may be modified to conform to the Grandfathered Provisions, if any, in your Multi-Unit License Agreement.

The Initial Fee is fully earned by us when paid and is not refundable under any circumstances.

As described in Item 1, Jamba Juice may occasionally invest in individual licensed Stores by acquiring an interest in the limited liability company ("LLC") formed to acquire the license(s) and, if applicable, the Multi-Unit License Agreement The initial fee payable by the LLC will be as described above, however, the capital contribution that will be made by Jamba Juice and all of the other investors will be proportionate to each owner's percentage interest in the LLC, and the total amount will be the amount mutually agreed upon by the investors as appropriate to provide the initial capital needed to commence business.

The Initial Fee is not uniform for all licenses and has varied based on negotiations between the parties. During our fiscal year ended June 24,2003 licensees paid Initial Fees ranging from $ 15,000 to $25,000.

LOS ANGELES 176331 v21 40544-00002

2. Deposit Fee

If you have not acquired a site for your Jamba Juice Store, you must sign a Preliminary Agreement (Exhibit "F") and pay us a $ 1,000 deposit fee (the "Deposit Fee"). If, during the term of the Preliminary Agreement, you sign a License Agreement for a Jamba Juice Store located within the market area specified in the Preliminary Agreement, the Deposit Fee will be applied to reduce the Initial Fee payable under your License Agreement. If, during the term of your Preliminary Agreement, we have not approved a site for your Store and you have submitted at least one fully completed real estate site approval package to us, we will refund your Deposit Fee to you. The Deposit Fee is not refundable, in whole or in part, under any other circumstances.

B. Multi-Unit License Agreement

1. Development Fee and Initial Fees.

You must pay Jamba Juice a development fee (the "Development Fee") equal to $12,500 multiplied by the number of Stores required to be opened, payable on execution of the Multi-Unit License Agreement. Each time you execute a License Agreement for a Store, whether it is at a Traditional or a Non-Traditional location, you must pay an Initial Fee of $25,000 for each Store required to be developed pursuant to the Multi-Unit License Agreement [or $ 15,000 for each Store in excess of the total number of Stores required to be opened under the Multi-Unit License Agreement (the "Initial Fee")], provided that we will credit the Development Fee against each Initial Fee (at the rate of $ 12,500 per License Agreement) until the entire Development Fee has been so credited. The Development Fee is fully earned by us when paid and is not refundable under any circumstances.

The Development Fee is not uniform for all Multi-Unit License Agreements and has varied based on negotiations between the parties. During our fiscal year ended June 24,2003, multi-unit licensees paid Development Fees equal to $12,500 multiplied by the number of Stores required to be opened.

6. OTHER FEES⁴

Name of Fee	Amount	Due Date	Remarks
Continuing Royalty¹	5% of total gross sales for Non-Traditional Stores or Traditional Stores	Payable monthly no later than 30 calendar days after the end of each Calendar Month	Gross sales includes all revenue from your Store operations Cross sales does not include sales lax, use tax, price discounts and allowances Existing licensees pay Continuing Royalty payments at varying rates Also, as described in Item 1, if you arc signing your L icensc Agreement pursuant to an existing Multi-Unit L icensc Agreement, your continuing royalty may be modified to conform to the Grandfathered Provisions, if any, in your Multi-Unit L icensc Agreement If you are a Zuka Juice Conversion Franchisee and wish to develop additional Jamba Juice© Stores you must amend your existing L icensc Agreements (EKhibtl "D") for Jamba Juice© Stores to reflect the current fees then being charged, including Continuing Royalty and Marketing Fund Contributions

LOSANGELES 176331v21 40544-00002

Name of Fee	Amount	Due Date	Remarks
Marketing Program Contributions	4% of total gross sales for Traditional Stores; or 2% for Non-Traditional Stores	Same as Royalty fee	Your Marketing Program contributions will be contributed to the Marketing Program Existing licensees pay Marketing Program Contributions at varying rates and we reserve the right to vary the Marketing Program fee on a case by cose basis in the future If you are a Zuka Juice Conversion Franchisee and wish to develop additional Jamba Juice® Stores you must amend your existing License Agreements ('Exhibit "D") for Jamba Juice® Stores to reflect the current fees then being charged, including Continuing Royalty and Markctinc Program Contributions.
Regional/ Local Cooperative Advertisinc'	As determined by each Co-op Advertising Region; but not to exceed 1.5% of total Gross Sales	Established by Jamba Juice®	You must contribute to the Co-Op if wc establish a Co-op for the region where your license is located
Late Charge	1-1/2% per month for each month the payment remains delinquent.	Continues to accrue until paid	Payable only if any sums due lamba Juice is not paid promptly when due
	S30 bank charge, plus our costs and expenses arising from your non-payment	On demand	Payable only if any check, draft, electronic or other payment is unpaid because of insufficient funds or otherwise

LOSANGELES 17633Iv21 40544-00002

Name of Fee	Amount	Due Date	Remarks
Initial Training¹	As established by Jamba Juice Fees will be uniform for all licensees	On demand	If you are opening a new Store under our Individual Franchise Program, for the first 3 stores which you own, there is no charge for the Initial Training, at our support center in San Francisco, Califomia or another location selected by us, of the Managing Owner (if this is your first Store only), the initial General Manager, and the initial assistant manager or hourly supervisor for your Store You must pay all out of pocket expenses for travel, lodging, etc If your Store is a Non-Traditional Store, we may arrange to provide training at one of our existing licensed Stores, in which case you must reimburse us for any charge (hat we pay to (hot licensee and/or for any expenses which we incur to send our trainers to a location other than our support center in San Francisco, California You must pay our then current fee for the Initial Training of any new or Substitute Managing Owner or General Manager ("Ongoing Training") If you arc proceeding under our Multi-Unit L icensing Program, there is no charge for the Initial Training, at our support center in San Francisco. California, for the Managing Owner, and Director of Operations (if this is your first Store only), and the General Managers of your first 3 Stores Before you open your fourth Store under your Multi-Unit License Agreement, we will provide, at no charge, at our support center in San Francisco. California, initial training foryour first District Manager and your first Certified Trainer You must pay all out of pocket expenses for travel, lodging, etc You must pay our then current fee for any Ongoing Training not taught by your Certified Trainer and any additional Initial Training not taught by your Certified Trainer,
Additional Optional Training Courses'	As established by Jamba Juice Fees will be uniform for all licensees.	On demand	You must pay Jamba Juice a fee for optional training courses you choose to attend
Opening Assistance'	A fee established by Jamba Juice, plus our out-of-pocket expenses, including transportation, food and lodging	On demand	We will furnish you with one person to assist you for up to 7 operating days before and immediately after opening of yourSiore You must pay us our then-current fee, plus reimburse us for our out-of-pocket expenses for any agent or employee of Jamba Juice® who works at your Store and performs services that would otherwise be performed by one of your employees.
Additional Assistance'	Our then-current training charges plus our costs and expenses for the lodging, travel and meals for our personnel	On demand	If you request us to provide training at your Store, you must reimburse us for our costs in providing training and supervisory personnel (including all transportation and living expenses of our representatives)
Insurance¹	Amount of unpaid premiums	On demand	Payable only if you fail to maintain required insurance coverage and we elect to obtain covcraee for you,
Renewal¹	50% of the then-current Initial Fee that we charge new licensees	Prior to renewal	Payable only if you renew your license
Transfer¹	$10,000 per store, plus our out of pocket costs associated with the transfer	Prior to transfer	Payable if you sell your license
Intranet Maintenance Fee	Not to exceed $1,000 per year	30 days after notice to you	If we establish an Intranet, at our option, you must contribute a reasonable amount, not to exceed S 1.000 per year, toward the cost of the Intranet maintenance We will notify you not later than January 31 of each applicable year, and the payment must be paid within 30 days after notice.
Internet Web Page Fee ("Licensee Page")	II instituted by us, our then-current fee	On demand	If we permit you to have a web page under one of our principal domain names, we may require to pay a reasonable fee for the privilege to have the page.

LOSANGELES ]7633Iv2I 40544-00002

Name of Fee	Amount	Due Date	Remarks
Default Reimbursement	Our costs and expenses arising from your default	Within 5 days after you cure your dcfauU	Payable only if you default
Audit¹	Cost of audi! plus 18% interest (or the highest rale allowed by law) on underpayment³	On demand	Payable only if audit shows an understatement of at least 5% of gross sates

Notes:

¹ All fees are imposed by and payable to Jamba Juice Company and are non-refundable.

You must maintain insurance of the types and minimum amounts (naming us as an additional insured) that we specify in your License Agreement (See Section 16.1), the Manuals (as defined in the License Agreement), or in supplementary notices. You may obtain additional insurance as you may desire. Insurance policies may not be subject to amendment or cancellation without at least 30 days prior written notice to us. You must provide certificates of insurance evidencing coverage on an ongoing basis.

³ Interest begins from the date of the underpayment.

As described in Item 1, if you are signing your License Agreement pursuant to an existing Multi-Unit License Agreement, your fees may be modified to conform to the Grandfathered Provisions, if any, in your Multi-Unit License Agreement

7. INITIAL INVESTMENT

The following charts describe the estimated initial investment for three types of facilities: a traditional in-line facility, a traditional facility for an Institutional or Captive Retail Store, and a free standing retail store which is not built into the walls of the surrounding building. As described in Item 5, when you sign a Multi-Unit License Agreement, you must pay Jamba Juice a Development Fee equal to $12,500 multiplied by the number of Stores you must open.

A. FOR A TRADITIONAL FACILITY

NATURE OF INVESTMENT	AMOUNT		METHOD OF PAYMENT	WHEN DUE	TOWHOM PAID
NATURE OF INVESTMENT	LOW	HIGH	METHOD OF PAYMENT	WHEN DUE	TOWHOM PAID
Initial Fee (1)	515,000	$25,000	Lump Sum	Upon execution of the License Agreement	Jamba Juice
Real Estate and Leasehold Improvements (2)	$80,000	$180,000	As Arranged	As Arranged	Contractor, landlord, real estate broker
Furniture and Fixtures	$32,000	$50,000	As Arranged	As Arranged	Contractor

LOSANGELES 17633W21 40544-00002

NATURE OF INVESTMENT	AMOUNT		METHOD OF PAYMENT	WHEN DUE	TOWHOM PAID
NATURE OF INVESTMENT	LOW	HIGH	METHOD OF PAYMENT	WHEN DUE	TOWHOM PAID
Equipment	548,000	$65,950	As Arranged	As Arranged	Equipment Staging Company
Sifoiaee	SI 0.000	S35.O00	As Arranged	Upon Installation	Signage Company
Computer System {includes POS System and software) (3)	SI 2,000	$14,000	As Arranged	Before opening	Suppliers
Insurance - 1 year L lability, Propcrt)', Business Interruption & Worker's Comp (4)	$5,000	$20,000	As Arranged	As Arranged	Insurance Supplier
Smallwarcs	S4,000	$7,700	As Arranged	As Arranged	Equipment Company
Opcnine Inventory	$7,000	$10,000	As Arranged	As Arranged	Suppliers
Training (5X6)	512,000	556,000	As Incurred	Before Opening	Hotels, Restaurants and Airlines, Employee Salaries, Jamba juice
Miscellaneous Costs to Begin Operations	$9,000	$14,000	As Arranged	As Incurred	Miscellaneous
Additional Funds (3 months) (7)	S 10,000	$25,000	As Incurred	As Incurred	Suppliers, Utilities and Employees' Salaries
TOTAL	$244,000	$502,650

B. FOR A NON-TRADITIONAL FACILITY ONSTITUTIONAL AND CAPTIVE RETAIL)

NATURE OF INVESTMENT	AMOUNT		METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
NATURE OF INVESTMENT	LOW	HIGH	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
Initial Fee (I)	$15,000	$25,000	Lump Sum	Upon execution of the License Agreement	Jamba Juice
Real Estate and Leasehold Improvements (2)	$50,000	$120,000	As Arranged	As Arranged	Contractor, landlord, real estate broker
Furniture and Fixtures	S25.000	550,000	As Arraneed	As Arranged	Contractor
Equipment	525.00D	$50,000	As Arranged	As Arranged	Equipment Staging Company
Signage	$10,000	$25,000	As Arranged	Upon Installation	SiEnaee Company
Computer System (includes POS System and software) (3)	SI 0,000	514.000	As Arranged	Before opening	Suppliers

LOSANGELES I76331v21 40544-00002

NATURE OF INVES TMENT	AMOUNT		METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
NATURE OF INVES TMENT	LOW	HIGH	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
Insurance - 1 year Liability, Property, Business Interruption & Worker's Comp (4)	$5,000	$20,000	As Arranged	As Arranged	insurance Supplier
Smallwarcs	$2,500	$5,000	As Arranged	As Arranged	Equipment Company
Opening Inventory	S5.000	$10,000	As Arranged	As Arranged	Suppliers
Training (5X6)	$15,000	$70,000	As Incurred	Before Opening	Hotels. Restaurants and Airlines, Employee Salaries. Jamba Juice
Miscellaneous Costs to Begin Operations	$9,000	$14,000	As Arranged	As Incurred	Miscellaneous
Additional Funds (3 months) (7)	$10,000	$25,000	As Incurred	As Incurred	Suppliers, Utilities and Employees' Salaries
TOTAL	$181,500	$428,000

C. FOR A FREE STANDING RETAIL STORE

NATURE OF INVES TMENT	AMOUNT		METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
NATURE OF INVES TMENT	LOW	HIGH	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
Initial Fee (1)	$15,000	$25,000	Lump Sum	Upon execution of the License Agreement	Jamba Juice
Real Estate and Leasehold Improvements (2)	$21,500	$42,600	As Arranged	As Arranged	Contractor, landlord, real estate broker
Furniture and Fixtures	$45,000	$52,000	As Arranged	As Arranecd	Contractor
Equipment	$36,000	$42,000	As Arranged	As Arranged	Equipment Staging Company
Signage	$7,000	$8,000	As Arranged	Upon Installation	Signage Company
Computer System (includes POS System and software) (3)	$10,000	$14,000	As Arranged	Before opening	Suppliers
Insurance - 1 year L lability, Property, Business Interruption &. Worker's Comp (4)	$5,000	$5,000	As Arranged	As Arranged	insurance Supplier
Smallwarcs	$2,500	$2,500	As Arranged	As Arranged	Equipment Company
Opening Inventory	$5,000	$10,000	As Arranged	As Arranecd	Suppliers

LOSANGELES I76331v2I 40544-00002

NATURE OF HWES TMENT	AMOUNT		METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
NATURE OF HWES TMENT	LOW	HIGH	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAID
Training (5)(6)	$15,000	$70,000	As Incurred	Before Opening	Hotels, Restaurants and Airlines, Employee Salaries, Jamba Juice
Miscellaneous Costs to Begin Operations	$9,000	114,000	As Arranged	As Incurred	Miscellaneous
Additional Funds (3 months) (7)	510,000	$25,000	As Incurred	As Incurred	Suppliers, Utilities and Employees' Salaries
TOTAL	SI 81,000	$310,100

Note: All amounts are non-refundable unless otherwise noted.

(1) No portion of the initial fee is refundable. See Item 5 fox details on the initial fee you must pay.

(2) If you do not already own an adequate space, you will have to lease the land and building for a Jamba Juice® Store- Typical locations include areas with highly visible locations, in liigh-trafilc urban and suburban areas. The units generally occupy 1,000 to 1 ,500 square feet. Rent is estimated to cost between $2,000 and $6,000 per month, but can vary widely and is dependant upon factors such as size, location, demand, general economic conditions and condition of the premises.

(3) See Item 11 for a discussion of the computer hardware and software required.

(4) SeeSection 16.1 ofthe License Agreement for information on types of insurance (and limits) you have to obtain.

(5) You must make arrangements for and pay the expenses of persons attending the Training Program including, without limitation, transportation, lodging, meals and wages. The amount expended will depend, in part, on the distance you must travel and the type of accommodation you choose. The estimates provided above for Traditional and Non-Traditional Locations contemplates the training of 3 people for 4 weeks. If you have signed a Multi-Unit License Agreement, we provide our Initial Training program only for the Managing Owner, and Director of Operations (if this is your first Store only), and the General Managers of your first 3 Stores.. Before you open your fourth Store under your Multi-Unit License Agreement, we will provide initial training for your first District Manager and your first Certified Trainer. You must pay all out of pocket expenses for travel, lodging, etc. You must pay our then current fee for any Ongoing Training not taught by your Certified Trainer and any additional Initial Training not taught by your Certified Trainer, (see Item 11).

(6) If you are operating a Non-Traditional store, we may, by mutual agreement, have arranged with one of our existing licensees for you to receive the Initial Training at that licensee's store. In that case, your cost will also include any charge imposed by that licensee for the use of their store

LOSANGEIES 17633Jv2l 40544-00002

plus the expenses incurred by us in sending our trainer(s) to that remote location. Accordingly, in the case of a Non-Traditional Location, note that the higher amount for training costs on the previous page includes any fee or charge imposed on Jamba Juice by a Licensee for use of its Licensed Store for Training, plus an estimate of the out-of-pocket expenses and a pro-rata portion of salary and fringe benefits for sending a trainer to a remote location.

(7) These amounts are the minimum recommended levels to cover Store operating expenses, including employee's salaries for three months,. However, we cannot guarantee that such an amount will be sufficient. Additional working capital may be required if sales are low or fixed costs are high. The disclosure laws require us to include this estimate of all costs and expenses to operate your license during the "initial phase" of your business, which is defined as 3 months or a longer period if "reasonable for the industry". We are not aware of any established longer "reasonable period" for the fast-food industry, so our disclosures cover a three month period.

D- GENERAL

Except as expressly indicated otherwise, these estimates cover your initial cash investment up to the opening of your Store.. They do not provide for your cash needs to cover any financing incurred by you or your other expenses. You should not plan to draw income from the operation during the start-up and development stage of your Store, the actual duration of which will vary materially from store to store and cannot be predicted by us for your Store, (and which may extend for longer than the three month "initial phase" described in Note 11). You must have additional sums available, whether in cash or through a bank line of credit, or have other assets which you may liquidate or against which you may borrow, to cover other expenses and any operating losses you may sustain, whether during your start-up and development stage, or beyond. The amount of necessary reserves will vary greatly from licensee to licensee and will depend upon many factors, including the rate of growth and success of your Store, which in turn will depend upon factors such as the demographics and economic conditions in the area in which your Store is located, the presence of other Jamba Juice® Stores or other public awareness of our Stores and Marks within the general vicinity of your territory, your ability to operate efficiently and in conformance with our recommended methods of doing business, and competition any the quality of the real estate location you choose. Because the exact amount of reserves will vary from operation to operation and cannot be meaningfully estimated by us, we urge you to retain the services of an experienced accountant or financial.advisor to develop a business plan and financial projections for your particular operation.

As described in Item 1, Jamba Juice may occasionally invest in individual licensed Stores by acquiring an interest in the limited liability company ("LLC") formed to acquire the license. Jamba Juice will contribute capital to the LLC in proportion to Jamba Juice's percentage interest in the LLC, along with other investors. Its percentage interest in the LLC will vary and be determined on a case by case basis by negotiation between the parties. The capital contribution by Jamba Juice and all of the investors will provide the capital required by the LLC to establish the licensed business, including site acquisition costs, construction or remodeling costs, equipment and fixtures, and the opening inventory and supplies required to operate the Store.

LOSANGELES 176331 v21 40544-00002

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Except as described below, you have no obligation to purchase or lease from Jamba Juice or from suppliers approved by Jamba Juice or in accordance with specifications issued by Jamba Juice:

A. Goods Services. Supplies. Fixtures. Equipment. Inventory. Real Estate to Establish or Operate the Licensed Business:

1- Real Estate.

As detailed in Section 12, accept or reject the location of your Store in our sole discretion. Our acceptance is made based solely on our own interests and does not represent any guarantee or endorsement by us of the Location. Once we accept a Location, the Store must be built in strict compliance with our standards and specifications. You may not relocate your Store without our prior written consent.

You must, if we request, provide a fully executed copy of your lease for the Location. Your lease must contain satisfactory language providing that upon expiration or termination of the lease for any reason, you must remove all Jamba Juice trademarks and modify the decor of the Location so that it no longer resembles a Jamba Juice® Store and, if you fail to do so, we may enter the premises to make such alterations. In the case of a Traditional Store, your lease must also contain satisfactory language providing that we will have an option, without cost or expense to us, to assume your lease upon termination or expiration of your License Agreement for any reason and that the lease may be assigned or sublet to us or another Jamba Juice® licensee during the initial term or any renewal term of the Lease. Exhibit "G" is our standard form of Addendum to Lease/Sublease containing these provisions.

2. Goods. Supplies. Inventory and Services.

You must serve all and only the products we authorize ("Authorized Jamba Juice® Products"). You must purchase and maintain in inventory Authorized Jamba Juice® Products as needed to meet reasonably anticipated consumer demand. You must purchase all products which bear any of our trademarks, solely and exclusively from Jamba Juice or from a producer, manufacturer or supplier ("Supplier") we approve. Authorized Jamba Juice® Products sold to you by Jamba Juice will be sold at prices we establish but which do not exceed our actual direct and reasonable indirect costs (plus the cost of shipping and distribution to you).

We may specify as Authorized Jamba Juice® Products, certain proprietary powder mixes and other ingredients and raw materials, which are manufactured in accordance with our proprietary recipes, specifications anoVor formulas ("Proprietary Products"). You may buy Proprietary Products only from us (if we sell them) or our designated Supplier. We will not be obligated to reveal the recipes, specifications and/or formulas of Proprietary Products to you or any third party. As with all Authorized Jamba Juice® Products, you must purchase, use, and maintain in stock Proprietary Products in quantities needed to meet reasonably anticipated consumer demand. Products sold by Jamba Juice will be sold at prices we establish but which do not exceed our actual direct and reasonable indirect costs (plus the cost of shipping and distribution to you).

LOSANGELES 17633W2I 40544-00002

We may also designate certain non-proprietary food products, condiments, beverages, fixtures, furnishings, equipment, uniforms, supplies, menus, packaging, forms and other items which you may or must use or sell at the Store ("Non-Proprietary Products"). You may use, offer or sell only those Non-Proprietary Products that we expressly authorize.. You may purchase them from (i) Jamba Juice, (ii) Suppliers we designate, or (iii) Suppliers you select that we approve in advance, in writing, and in our sole discretion. Each such Supplier we designate or approve must comply with our usual and customary requirements regarding insurance, indemnification, and non-disclosure, and satisfy us that it will supply a products meeting our specifications (which may include particular brand names, contents, quality, freshness and compliance with governmental standards), and reliably deliver consistent quality products and services. To purchase items from Jamba Juice you must use the form of purchase order we provide to you in the Manuals. We may change our prices, delivery terms and other terms upon prior written notice, but our prices to you will be the same as the prices charged to similarly situated licensees and will not exceed our actual direct and reasonable indirect costs (plus the cost of shipping and distribution to you).

We will provide you with our Manuals and various supplemental bulletins and notices that will contain the specifications, standards and restrictions on your purchase of products and services. Upon request, we will furnish to you an approved list of suppliers which we may update periodically. You must operate your Store in strict compliance with the standard procedures, policies, rules and regulations contained in the Manuals.

3- Equipment & Fixtures.

You must purchase and install, at your expense, all fixtures, furnishings, equipment (including point-of-sale cash collection system), decor, and signs as we direct. You may not install on or about your Store any merchandise, furnishings, interior or exterior decor items, supplies, fixtures, equipment or utensils unless they have been approved by us in writing. You may purchase these items only from a Jamba Juice®-approved seller. You are not obligated to purchase from a particular approved seller, but must use specific brands of equipment, and in some situations certain comparable brands of equipment may be acceptable, subject to our prior written approval.

4- Computer Equipment.

As more fully described in Item 11₃ unless we waive the requirement, you must use a Jamba Juice approved Point-Of-Sale system (the "POS System"), together with any specified computer hardware and/or software. You must electronically connect the POS System to your telephone via modem or other communications equipment which will telecommunicate sales, sales mix, usage and operations information to us.

5. Advertising.

Above and beyond the Marketing Program Contribution (see Item 6), you must also spend at least 1.5% of your Gross Sales each calendar quarter on local advertising and promotion ("Local Store Marketing") of the Store. You may not use any promotional materials and advertising until it has been submitted to and approved by us. If we have not notified you of disapproval within 30 days after your submission for approval, the materials will be considered approved.

L0SANGE1ES J76331 v2! 40544-00002

6. Records.

All of your bookkeeping and accounting records, financial statements, and all reports you submit to us must conform to our requirements.

7. Insurance.

You must maintain suitable insurance coverage and minimum amounts specified in the License Agreement, Manuals ox by written notice. Our curient insurance requirements are comprehensive general liability insurance with a minimum coverage of $ 1,000,000 each occurrence, $2,000,000 aggregate; all risk property and casualty insurance for the replacement value of your Jamba Juice® Store; business interruption insurance providing for continued payment of all amounts due (or to become due) to us under your License Agreement or any other agreement with us; workeis compensation insurance as required by applicable law; and automobile insurance with a minimum coverage of $5,000 medical payments, $1,000,000 uninsured motorist and $1,000,000 bodily injury/property damage. All policies must name us as an additional insured. If you fail to obtain insurance, we may purchase it on your behalf at your expense. You may obtain additional insurance coverage as you feel necessary. You may purchase your insurance from any supplier.

B. Supplier Approval Process.

If you wish to procure authorized Non-Proprietary Products from a Supplier other than Jamba Juice® or one we have previously approved or designated, you must deliver written notice seeking approval of the Supplier, which notice must (i) identify the name and address of such Supplier, (ii) contain the information we request or require to be provided in the Manuals (e.g. financial, operational and economic information regarding its business), and (iii) identify the authorized item you seek to purchase from the Supplier. We will upon request furnish you with specifications for the Non-Proprietary Products if they are not in the Manuals, The proposed Supplier must at our request furnish at no cost product samples, specifications and other¹ information we may require, and allow us or our representatives to inspect the proposed Supplier's facilities and establish economic terms, delivery, service and other requirements consistent with our other distribution relationships for other Jamba Juice® Stores. We may also require a Supplier to. agree in writing: (i) to provide us free samples on request of any Non-Proprietary Product it intends to supply, (ii) to faithfully comply with our specifications, and (iii) to sell any product bearing our trademarks only to our licensees and only pursuant to a Trademark License Agreement in form we provide (which may require payment of a royalty), and (iv) to provide to us duplicate purchase invoices for our records and inspection. You or your proposed Supplier must pay us in advance our reasonably anticipated costs to review the Supplier's application and all current and future reasonable costs and expenses, to inspect and audit the Suppliers' facilities, equipment, and food products, and all product testing costs incurred by us or paid by us to third parties.

We will use our good faith efforts to notify you of our decision within 90 days after we receive your request for approval and all requested back-up information, but the time period will depend upon the cooperation we receive from the supplier in responding to our questions.

Among the other factors we may consider in deciding whether to approve a proposed Supplier, we may consider the effect that such approval may have on our and our licensees' ability to obtain the lowest distribution costs with the quality and uniformity of product offered system-wide by Jamba

LOSANGEIES 176331v21 40544-00002

Juice® licensees. We reserve the right to disapprove or withdraw our approval of any supplier by written notice to you if that supplier fails to meet our standards and specifications or if it is otherwise in the best interests of the System.

We do not provide or withhold material benefits to you based on your use of designated or approved suppliers, but we may terminate your License Agreement if you purchase from unapproved sources in violation of your agreement.

There currently are no formal or mandatory purchasing or distribution cooperatives in the Jamba Juice® System. We attempt to negotiate volume buying arrangements (including price terms) with various suppliers for the benefit of our company-owned stores, as well as for licensed stores, but there is no guarantee as to what pricing structure or other arrangements we may be able to obtain.

Jamba Juice® may establish regional purchasing programs for the purchase of certain raw materials used in the preparation of Authorized Jamba Juice® Products which may benefit you by reduced price, lower labor costs, production of improved products, increased reliability in supply, improved distribution, raw material cost control (establishment of consistent pricing for reasonable periods to avoid market fluctuations), improved operations or other tangible benefits,. If a regional purchasing program is established for the region where your Store is located, you must participate in the program.

C. Modifications.

We may modify specifications of the product line items in Jamba Juice® Stores at any time, on a regional or national basis, by amendments to the Manuals or by written notice to you. For example, we may determine that modifications of specifications are necessary based on an analysis of the cost structure and quality of each item, the contents, and yield of each category of product, a modification of the contents of the products due to inflationary pressures, supply and demand problems, trends, or the development of new and better products or other material reason for these changes. You must add, modify or delete any product from your menu as specified,. Unless otherwise specified by written notice to you, modifications to the Manuals are effective immediately upon your receipt.

D. Categories of Goods and Services that Jamba Juice® is the Only Approved Supplier.

We are the sole supplier of "Free Smoothie" cards and Gift Certificates. You are not required to purchase any other goods or services from us.

E. Precise Basis By Which Jamba Juice® Will or May Derive Revenue or Oilier Material Consideration as a Result of Required Purchases or Leases.

The only revenue we presently receive from required purchases or leases is for gift certificates and "Free Smoothie" cards. During our fiscal year ended June 24, 2003, we received $100,000, or less than .5% of our total revenue of $136,000,000, from licensees for printing, shipping and processing reimbursement for gift certificates and smoothie cards (i.e., revenue from required purchases or leases by licensees). We make no profit on issuing Gift Certificates or "Free Smoothie" cards. If you wish to use "Free Smoothie" cards to address customer complaints, you must purchase them from us for a price we establish. The price will include the cost of shipping and

LOSANGEIES 17633W21 40544-00002

printing, plus an amount (currently $1.25) which approximates the cost of the smoothie to be delivered to the customer when the card is redeemed (the "Redemption Cost"). If you receive a card at your Store, you may send it to us and we will credit to your account an amount equal to the Redemption Cost. You must accept all Gift Certificates and Free Smoothie cards. If you wish to issue gift certificates, you pay us the face value of each gift certificate, plus reimbursement of our actual printing, shipping and processing costs when you order gift certificates. When you redeem gift certificates, you receive the face value when you deposit them to your bank account.

As to the POS system discussed in Item 11 of this offering circular, at ourrequest, you must maintain membership in any designated third party network which is capable of receiving e-mail for tire purpose of transmitting information from Jamba Juice to any non-store location designated to receive licensee information. Jamba Juice will derive no direct or indirect revenue from your membership in these third party networks. You must upon our request apply for and maintain debit cards, credit cards or other non-cash systems existing or to be developed in the future to enable customers to purchase authorized products through these procedures. Jamba Juice does not intend to derive any revenues from the use of these systems.

F. The Estimated Proportion of Required Purchases and Leases to All Purchases and Leases by the Licensee of Goods and Services in Establishing and Operating the Licensed Business.

We estimate that substantially all of your expenditures for leases and purchases in establishing your Store and on an ongoing basis will be for goods and services which are subject to sourcing restrictions (that is, for which suppliers must be approved by us, or which must meet our standards or specifications). We estimate that the proportion of these required purchases for shipping and reimbursement for Free Smoothie cards will be less than 1% of all purchases and leases by you in establishing and operating your' Jamba Juice® Store, and will cost you less than $200 per Store per year.

9. LICENSEE'S OBLIGATIONS

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

Obligation	Section in Agreement	Item in Offering Circular
a. Site selection and acquisition/lease	Section 5 of License Agreement; Section 6.1 of Multi-Unit License Agreement; Section 4 of the Preliminary Agreement; Addendum to Lease/Sublease	Item 11
b. Pre-opening purchases/leases	Section 5 of License Agreement	ItemS
c. Site development and other pre-opening requirements	Section 5 4 of License Agreement; Section 6.1 of Multi-Unit License Agreement	Items 6, 7 and 11

LOSANGELES I7633W2I 40544-00002

Obligation	Section in Agreement	Item in Offering Circular
d. Initial and ongoing training	Section 6 of License Agreement; Section 7 of Multi-Unit License Agreement	Item 11
e. Opening	Sections 5.4 and 6.1 of License Agreement	Item 11
f Fees	Section 4 of License Agreement; Section 5 of Multi-Unit License Agreement; Amendment to Franchise/Li cense Agreement; Section 2 of the Preliminary Agreement	Items 5 and 6
g. Compliance with standards and policies/Operating Manual	Section 7 of License Agreement	Item 11
h Trademarks and proprietary information	Sections 11 and 12.2 of License Agreement; Sections 1.2 and 9.2 of Multi-Unit License Agreement	Items 13 and 14
		Item 16
j. Warranty and customer service requirements	None	N/A
k. Territorial development and sales quotas	Section 2.1 of Multi-Unit License Agreement; Section 1 of the Preliminary Agreement	Item 12
1- Ongoing product/ service purchases	Section 9 of License Agreement	Item 8

LOSANGEIES I7633W2I 40544-00002

Obligation	Section in Agreement	Item in Offering Circular
m. Maintenance, appearance and remodeling requirements	Section 5.5 of License Agreement	Item 11
n. Insurance	Section 16 of License Agreement	Items 6 and 8
o. Advertising	Section 8 of License Agreement; Amendment to Franchise/License Agreement	Items 6 and 11
p. Indemnification	Section 17.2 of License Agreement; Section 112 of Multi-Unit License Agreement; Section 11 1 of the LLC Operating Agreement	Item 6
q. Owner's participation/ management/staffing	Section 7 2 of License Agreement; Section 6 3 of Multi-Unit License Agreement; Sections 5.1-5.2 of the LLC Operating Agreement	Items 11 and 15
r. Records/reports	Section 10 1 of License Agreement; Section 9.1 of the LLC Operating Agreement	Item 6
s. Inspections/audits	Sections 10.2 and 103 of License Agreement	Items 6 and 11
t. Transfer	Section 13 of License Agreement; Section 8.3 of Multi-Unit License Agreement; Section 71 of the LLC Operating Agreement; Section 9 J of the Preliminary Agreement	Item 17
u. Renewal	Sections 3 2-3.4 of License Agreement; Sections 4.2-4.4 of Multi-Unit License Agreement	Item 17
v. Post-termination obligations	Section 15 of License Agreement; Section 6.5 of the Preliminary Agreement	Item 17
w. Non-competition covenants	Section 12 of License Agreement; Section 9 of Multi-Unit License Agreement; Section 4 8 of the LLC Operating Agreement	Item 17
	Section 18 of License Agreement; Sections 9.3 and 10 of the Preliminary Agreement	Item 17

10. FINANCING

Jamba Juice® does not offer direct or indirect financing, and does not guarantee your lease or any other obligation you may incur. If you are a corporation, limited liability company, limited partnership or other business entity, we may require your shareholders, members and limited partners to guarantee all of your obligations to us (Exhibit "H").

L.OSANGELES 176331v2I 40544-00002

A, Limited Liability Companies. As discussed in Item 1, Jamba Juice may occasionally invest in individual licensed Stores by acquiring an interest in the limited liability company ("LLC") formed to acquire the license. In those instances, we expect the LLC will be operated pursuant to a form of LLC Operating Agreement substantially similar to the form attached as Exhibit "C".

Jamba Juice will contribute capital to the LLC in proportion to Jamba Juice's percentage interest in the LLC, along with the other investors. Its percentage interest in the LLCs will vary and be determined on a case by case basis by negotiation between the parties. The LLC Operating Agreement does not require members, including Jamba Juice, to make any additional capital contributions.

Jamba Juice's capital contribution will provide a portion of the capital required by the LLC to establish the licensed business, including initial license fees; site acquisition costs; construction or remodeling costs; equipment and fixtures; and the opening inventory and supplies required to operate the Store. Under the LLC Operating Agreement, capital contributions by Jamba Juice and the other investors will not bear interest.

No member will have a priority over any other member as to any distribution, or as to any allocation of net profits or net losses. LLC net profits and losses generally will be allocated to the members in accordance with their percentage interest in the LLC, except in certain cases, for example where members have negative capital accounts or have made capital contributions which exceed their capital accounts. These cases are covered by special rules under the LLC Operating Agreement The tax effect and allocations of profits and losses involve complicated matters and we urge you to review and discuss the LLC Operating Agreement in detail with your accountant and other financial advisors.

The LLC Operating Agreement provides that the members do not owe a fiduciary duty to the LLC or the other members. The LLC agreement does not otherwise contain terms that require you to waive notice, confess judgment, or waive defenses or legal rights, or which bar you from asserting a defense against us or our assignee. We have not assigned, and do not presently intend to assign, any interest we may acquire in any LLC, although we may do so with your consent.

11. LICENSOR'S OBLIGATIONS

Except as listed below, Jamba Juice need not provide any assistance to you.

A. Pre-Opening Obligations. We have the following obligations to you before you open your Store for business:

1. If the Location of your Store has not been determined when you sign the License Agreement, you must promptly purchase or lease a site for your Store Premises which meet our specifications, which we will review and either accept or disapprove. (Exhibit "A", Section 5.1) We will provide you our current minimum standards and specifications for locations for new Jamba Juice Stores and written materials that you must submit to us for our review. (Exhibit "F", Section 4.1). We will use commercially reasonable efforts to approve or reject your proposed location within 60 days after your submission, (Exhibit "F""₅ Section 4.3)

LOSANGELES I7633W21 4O544-OQ0O2

2. If we approve your proposed location, and if required by law, we will deliver an Offering Circular to you with two execution copies of our then-current license agreement. (Exhibit "F", Section 4.4)

3- You are solely responsible for selection of the site of your Store, though we

may, without obligation, assist you in locating a site. You may not construe any assistance we may provide, or our approval as a guarantee or other assurance that the site will necessarily be successful. The factors we consider in approving Store locations include general location and neighborhood, traffic patterns, parking, size, physical characteristics of existing buildings and lease terms. (Exhibit "A", Section 5.2)

4. We will provide standard decor and layout plans to be modified and conformed to the approved Location by your architect or contractor at your expense. You are responsible for the cost of construction and remodeling. (Exhibit "A", Section 5.4.1)

5. We provide an initial training program as described below. (Exhibit "A", Section 6.1 and Exhibit "B", Section 7.1)

6. We will loan to you one copy of our confidential Manuals to use during the term of the License Agreement. The Manuals contain our standard operational procedures, policies, rules and regulations with which you must comply. (Exhibit "A", Section 7.4.3) The Table of Contents of our Manuals is attached as Exhibit "L".

7. If you have executed a Multi-Unit License Agreement, upon our approval of a site, we will give you a copy of our then-current Uniform Franchise Offering Circular, if required by applicable law, together with 2 execution copies of a License Agreement for the site. (Exhibit "B", Section 6.13)

B. Post-Opening Obligations, We have the following obligations to you during the operation of your business:

1. If you reasonably request, we will furnish additional assistance and advice concerning your performance under the License Agreement and the operation of your Store. In our sole discretion, we may send a representative to your Store to discuss the operation of your Store with you, for which you must reimburse our expenses and pay our then current training fee, (Exhibit "A", Section 6.4)

2. We will periodically designate Jamba Juice® Authorized Products, Proprietary Products and Non-Proprietary Products which you may or must stock and promote. (Exhibit "A", Sections 9.1-9.3)

3. If you have executed a Multi-Unit License Agreement, prior to the opening of the 4th Store developed under the Agreement, we will provide an initial training program for a district manager, acceptable to us, to supervise your Stores on a district or regional basis.

LOSANGELES I76331v2l 40544-00002

C. Marketing Program.

You must pay us a "Marketing Program Contribution" equal to 4% of your Gross Sales in the case of a Traditional Store, or 2% of your Gross Sales in the case of a Non-Traditional Store. If you are a Zuka Juice Conversion Franchisee and wish to develop additional Jamba Juice® Stores, you must amend your existing License Agreements for Jamba Juice® stores to reflect the current fees then being charged, including Continuing Royalty and Marketing Program Contributions.

We use the Marketing Program to promote and enhance the image, identity or patronage of Jamba Juice® Stores owned by us and by licensees. Not all existing licensees are required to pay a Marketing Program Contribution and we reserve the right to waive or reduce the amount of the Marketing Program Contribution for certain multi-unit developers in the future. The sums you and other licensees pay to us as a Marketing Program Contribution are deposited into a separate bank account- We allocate an amount that would be required to be contributed if it were a licensed Store for each Jamba Juice® Store operated by Jamba Juice or any affiliate and we contribute that amount to the Marketing Program. If we spend less than the total of all contributions to the Marketing Program during any fiscal year, we may accumulate such sums for use in later years. If we advance money to die Marketing Program beyond what we contribute on account of our Company-owned Stores, we will be entitled to reimbursement from the Marketing Program, plus reasonable interest.

At your request, we will furnish to you within 90 days after the end of each of our fiscal years, an unaudited report certified as correct by a Jamba officer showing the Marketing Program balance at the beginning of the year, the total amount contributed by licensees and allocated by us on behalf of our company-owned Stores, and the amount actually expended for the year, and the remaining balance or deficit in the Marketing Program at the end of the fiscal year end.

We must spend Marketing Program Contributions for national, regional or local marketing and advertising, public relations and promotional campaigns, typically on "in-store" programs and media such as direct mail advertising, print advertising and Internet marketing. This sum may also be spent for other items including conducting marketing research studies, the production and purchase of radio and television commercials, point of sale materials, outdoor advertising art; local store marketing programs and materials; product research, development, and market testing; Internet web site development, operation and maintenance (excluding sums expended on Internet costs attributable to promotion of the sale of franchises and investor relations); and direct mail pamphlets and literature, and may also be allocated to reimburse us or our affiliates for internal expenses (including an allocation of employee salaries) of operating a marketing department and of administering our marketing program, but we may not allocate more than 15% of all Marketing Program Contributions to the administrative expenses incurred by us or our affiliates (actual direct costs incurred for the production of advertising is not subject to the 15% limitation). We determine, in its discretion, exercised in good faith, all matters relating to such marketing, public relations and promotional campaigns and we are not required to allocate or expend Marketing Program Contributions for the benefit of any particular licensee or group of licensees on a pro rata or proportional basis. (Exhibit "A", Section 8.3) We may collect rebates and credits from suppliers based on purchases or sales by you and, in our sole discretion, we may refund such amounts to licensees, contribute such amounts to the Marketing Program or retain such amounts for its own use in its sole and absolute discretion, notwithstanding any designation by the supplier or otherwise. We

LOSANGELES 17633 Iv21 40544-00002

may retain any interest earned on monies held in the Marketing Program Contribution account for our' own use in our sole discretion.

During the year ended June 24, 2003, the following percentages of advertising expenditures were made in the areas described below:

Category Percentage of Expenditures

Administrative (1) 13%

Production (2) 10%

Agency Fees (2) 17%

Consumer Research (2) 5%

Media, Product Testing and Development (2) 5%

Marketing Tools and Merchandising (2) 4%

National Sponsorships (2) 4%

Regional Marketing (3) 42%

(1) In prior years, administrative expenses have been as high as 15%. They may return to those levels in the future.

(2) The Company elected to actually collect Marketing Program Contributions from franchisees at the rate of 1.5% of sales for National marketing program development, as allocated in the above listed line items.

(3) This number represents the balance of the Marketing Program Contributions requirement, which was spent directly by each franchisee and Jamba Juice in the respective regional markets. This amount does not include the Local Store Marketing Contributions which must be spent directly by licensees for local advertising and promotion.

D- Local Store Marketing

You must spend at least 1.5% of your Gross Sales each calendar quarter on local advertising and promotion ("Local Store Marketing") of your Store. All advertising must meet our specifications as set forth in our Manuals. You must submit to Jamba Juice before use samples of all local advertising materials, and descriptions of all local advertising programs, not prepared or previously approved by us, for our approval. You may not use any advertising material or program that we disapprove.

As described in Item 1, if you are signing your License Agreement pursuant to an existmg Multi-Unit License Agreement, your Local Store Marketing requirement may be modified to confoim to the Grandfathered Provisions, if any, in your Multi-Unit License Agreement If you are a Zuka Juice Conversion Franchisee and wish to develop additional Jamba Juice® Stores you must amend your existing License Agreements (Exhibit "D") for Jamba Juice® Stores to reflect the Local Store Marketing requirement.

LOS ANGELES 176331v21 40544-00002

If you do not receive written disapproval of any submission to Jamba Juice within 30 days, the submission will be considered approved, subject to later withdrawal of approval. (Exhibit "A", Section 8.1)

E. Local/Regional Cooperative Advertising

As of the date of this offering circular, Jamba Juice® has established only one local or regional advertising cooperative ("Co-op"), in Salt Lake City. In Salt Lake City, certain franchisees pool a portion of their Marketing Program Contributions and their Local Store Marketing funds into a joint fund which includes contributions from our Jamba Juice owned and operated Stores in Salt Lake City. The funds are then spent pursuant to the rules established by the contributors.

If we establish additional Co-ops in the future you must participate in any advertising Co-op for the region in which your Store is located. We will contribute a like percentage of sales to the applicable Co-op, if any, within which any Company-owned Store is located. Jamba Juice may change, dissolve, or merge Co-ops in its sole discretion. You must contribute to the Co-op as determined by the members of the Co-op, not to exceed 1.5% of your Gross Sales as determined by vote of the Coop members. (Exhibit "A", Section 8.2) There is no advertising council at the present time.

As described in Item 1, if you are signing your License Agreement pursuant to an existing Multi-Unit License Agreement, your advertising requirements may be modified to conform to the Grandfathered Provisions, if any, in your Multi-Unit License Agreement.

F. Telephone Numbers and Directories

You must maintain, at your own expense, one or more telephone numbers which must be listed in the white pages and yellow pages of one or more telephone directories which we designate servicing your exclusive territory and any adjacent or nearby areas. You must conduct all telephone directory advertising under our then-current standards and specifications, as stated in the Manuals, and all advertising, including telephone directory advertising, is subject to our prior written approval. (Exhibit "A", Section 8.4)

G. Promotional Campaigns

Jamba Juice may periodically conduct promotional campaigns on a national or regional basis to promote products or marketing themes. You must participate in all promotional campaigns which we may establish for the region in which your Store is located. Within a reasonable time after our request, you must implement and maintain "smart cards" or other similar customer loyalty system to track customer purchases and reward frequent customers for their purchases. (Exhibit "A", Section 8.5)

H. Internet

We have registered the Internet domain: www.jambajuice.com and have established a site using this domain name. You acknowledge that the domain name is our sole property. You may not use in any manner any computer medium or electronic medium (for example, any Internet home page, e-mail address, website, domain name, URL, bulletin board, newsgroup or other Internet related medium or¹ activity) that contains the words "Jamba Juice®," or any other words or symbols

L.OSANGELES 17633 lv21 40544-00002

we designate without our express prior written consent. We may include on our Internet web site interior pages that identify all Jamba Juice Stores. We may permit you to customize or post certain information to an interior page provided you comply with our established policies and procedures, including signing our then-current form of participation agreement. We may suspend the listing of your Jamba Juice® Store if you default under your License Agreement. (Exhibit "A," Section 8,6.)

We may, from time to time, establish one or more interior pages of our web site dedicated in whole or in part to your Store. We may permit you to customize or post certain information to that page, if you sign our then-current participation agreement and comply with the procedures we establish from time to time. If you desire to have such a web page we may require to you pay a reasonable annual fee. Any modifications (including customizations, alterations, submissions or updates) to the artwork, graphics, design, functionality, software, code or the like made or suggested by you regarding the web page for any purpose will be ours.

If you default under your license agreement or any other agreement with us or our affiliates, we may disable or terminate the your web page and remove all references to your store on our website.

I. Training

Any individual who is responsible for the direct or indirect operation of a Store or Stores, including Managing Owners, Directors of Operation, District Managers and General Managers must successfully complete all Initial and Ongoing Training (as defined below). Each Store must at all times be under the direct supervision of an individual who has completed this and any other required training.

Our Training Program covers three broad types of training: "Start-Up Training", "Initial Training", and "Ongoing Training", as detailed below.

If you are opening a new Store under our Individual Franchise Program, there is no course fee or charge for our "Start-Up Training" which includes our initial training program ("Initial Training") for (a) the Managing Owner, (b) the original General Manager for your first three licensed Stores, or (c) one assistant manager or hourly supervisor (a "Lead") for your first three Stores.

Any Initial Training for others, including replacement General Managers or Leads, and any subsequently required training ("Ongoing Training") is subject to our then current fees for courses and materials. Provided, however, that we may in our discretion allow you to use a "Certified Trainer" to train your own employees at a "Certified Training Store". Certified Trainers must successfully complete our "Certified Trainer Program", if any, and Stores must be approved as "Certified Training Stores" pursuant to our relevant criteria, if any. The Certified Trainer must pay all then current fees for Certified Trainer courses and materials. We charge for materials used by students in classes taught by your Certified Trainer. Our Initial Training is currently 4-5 weeks in duration and is held in California, at a regional training support center, a "certified" Company or franchised Store, and/or at our headquarters, at our option.

If you are proceeding under our Multi-Unit Licensing Program, there is no course fee or charge for Start-Up Training which includes Initial Training for (a) the Managing Owner, (b) the original Director of Operations, (c) your first District Manager, (d) your first three General Managers or (e)

LOSANGELES I76331v2l 40544-00002

your required Certified Trainer. (Note that a Certified Trainer is required under the Multi-Unit License Agreement.)

The process and charges for (a) any Initial Training for others, (b) any Ongoing Training, and (c) Certified Trainers and their classes, are the same as described above.

You are responsible for al! transportation, food, lodging, employee compensation and other out of pocket expenses in connection with attendance at Initial and Ongoing Training.

We plan to hold training on an as-needed basis as we determine appropriate. (Exhibit "A", Section 6.1)

If you are opening a Non-Traditional Store, we may, by mutual agreement, arrange with one of our existing licensees to provide Initial or Ongoing Training to you at that licensee's Store, in which case you must reimburse us for any charge imposed by that licensee plus the expenses incurred by Jamba Juice in sending its trainer(s) to that remote location. These expenses will include both out-of-pocket expenses and a pro-rata portion of salary and fringe benefits.

We may make available additional training courses or programs to you or your managers (e.g. prior to a new product roll-out) as Ongoing Training, at locations we select on a national or regional basis, to instruct you on new procedures or programs which we consider to be of major importance to the operation of your Store. We will determine, in our sole discretion, which training courses are optional and which are mandatory. You must pay our then current fees for such Ongoing Training courses.

Our trainers are Dede Hilovsky and Colette M. Luckie. Biographical information for our trainers is listed below.

Dede Hilovsky joined the Company in June 1997 as Field Training Manager and in March 2001 was promoted to Instructional Design Manager. From 1991 to 1997, Ms. Hilovsky served in various training capacities at Del Taco including 18 months as Manager of Training where she was responsible for eleven trainers supporting 22 Area Directors and 300 restaurants.

Colette Luckie joined the Company in March 2002 as Instructional Design Manager. From October 1999 to March 2002, Ms. Luckie was Senior Organization Development Consultant for Walt Disney World in Orlando, Florida. Ms.. Luckie was with Ameritech in Chicago, Illinois from 1995 to October 1999, holding increasingly responsible positions, most recently as Senior Manager -Organizational Development and Performance from May 1997 to October 1999..

Instruction materials include our Manuals, training and equipment manuals, reading materials, slides, and videos. Approximate hours that a trainee spends in classroom training and on-the-job training are depicted below.

Except as provided above, you will be responsible for training your own assistant General Managers and Leads. Unless we require Ongoing Training, you will be responsible for training your own store level crew and other employees.

LOSANGELES 17633 lv21 40544-00002

1. Initial Training Program

The following chart outlines the Initial Training Jamba Juice® provides pursuant to the individual License Agreement.

Subject	Time Begun*	Location	Hours of Class-room Training	Hours of On-the -Job Training
Team Member Training, so you can train your own crew	Approx. 12 Wks. Prior To Store Opening	San Francisco County, Los Angeles County, Orange County	0	225
Team Lead Training, so you can train your own non-management shift leaders.	Approx. 11 Wks Prior To Store Opening	San Francisco County, Los Angeles County, Orange County	10	55.5
Manager Level Training, so you can manage your store	Approx. 9.5 Wks. Prior To Store Opening	San Francisco County, Los Angeles County, Orange County	12,5	100
Back Office Training, so you can run your POS system and other computer programs.	Approx. 7 Wks. Prior To Store Opening	San Francisco County, Los Angeles, County, Orange County	10	50
Total Hours	260.5		32.5	228

The timing of your training may vary; however, all training should be complete by six weeks prior to store opening.

2- Multi-Unit Licensee Training Program

The Initial Training which Jamba Juice provides pursuant to the Multi-Unit License Agreement is identical to the Initial Training Program for individual licensees under the License Agreement except that under the Multi-Unit License Agreement, we will also provide training for your first District Manager, and a Certified Trainer, each of whom you must appoint before you open your 4th Store as follows:

			Hours of	. Hours of
Subject	Time Begun	Location	Class-room Training	On-the -Job Training
District Manager Training,
so you r District Managers	Before 4th	San Francisco	32.5	228
can learn to manage multiple	Store opens	County, Los Angeles
stores and General		County, Orange
Managers.		County

LOSANGELES 17633W21 40544-00002

3- Optional Training

We may periodically offer additional training programs covering such subjects as product production techniques, new recipes, marketing, accounting and general operating procedures and the establishment, development and improvement of computer systems. Attendance by you or your general manager is optional. There may be a charge for these optional training courses, which will be uniform for all licensees. All expenses of yours and your personnel incurred while attending or obtaining all training will be borne entirely by you. (Exhibit "A", Section 6.23)

J- Electronic Cash Register or Point-Of-Sale System

You must purchase and use in the operation of your Jamba Juice® Store the then currently approved cash register and point-of-sale system. Currently the approved cash register and point-of-sale system in use at Jamba Juice® is Aloha Touchscreen point-of-sale terminals. Along with this system, you are also required to install the then currently approved kitchen display system (KDS) & remote printers. It also necessitates the purchase and use of a Jamba Juice-approved back-office computer system (in addition to point-of-sale terminals) to support the Aloha Quick Service Software.

You must also purchase and use in the operation of your Jamba Juice® Store an office automation software package designated by us. Presently, the designated software package is Microsoft Office Suite 2000. You are required to upgrade this software package concurrently with us. as upgrades are available (currently, these occur approximately every 12 to 18 months at a cost of $500 to $ 1,000 per upgrade, but they are subject to change).

The other currently approved software programs that can be run on this back office computer are Campbell Labor Scheduling and Food Cost Inventory programs. At our discretion, we may waive the requirement for you to purchase and use these software packages. You may not install any software programs, which are not approved by us, on your Store's electronic cash register or point-of-sale system.

Most of the hardware currently has a manufacturer's warranty, usually extendable at additional cost. Annual maintenance costs for software on the back-office computer system is currently approximately 10% of the purchase price, billed by and paid to the third-party supplier.

While the software and hardware components are the proprietary property of a third party supplier and other food cost/labor systems are capable of being attached to the Aloha Quick Service point-of-sale system, we have not approved an alternate equivalent supplier at this time. Jamba Juice Company is currently using Campbell Staff Works & Time & Attendance Systems from Campbell Software, 161 N. Clark Street, Chicago, Illinois. The food cost module is from Lyon's Business Consultants, 656 Startouch Drive, Eugene, Oregon. The back-office computer and IBM/Javelin point-of-sale touchscreen terminals have been in continuous use by us since April, 1997. and the Campbell Labor Scheduling and Food/Cost Inventory programs have been in continuous use by us (in one or more units) since April, 1997, and we have used Microsoft Office (in one or more units) continuously since November, 1996.

LOSANGELES 176331v2) 40544-00002

Jamba Juice Company is not obligated to provide you with purchasing, setup or support services for the system. These services are currently available, for an additional fee, from both Jamba Juice or a third party. Licensees have the opportunity to purchase the point-of-sale and back office components at the same price as Jamba Juice Company.

You must maintain membership in any designated third party network which is capable of receiving e-mail for the purpose of transmitting information from Jamba Juice to any non-store location designated to receive licensee information. There are no contractual limitations on the frequency or cost of required upgrades.

We may require you to apply for and maintain debit cards, credit cards or other non-cash systems currently existing or to be developed in the future to enable your customers to purchase products using these procedures. (Exhibit "A", Section 7.3)

K. Intranet

We may, at our option, establish an Intranet through which our licensees may communicate with each other, and through which we may communicate with you and may disseminate the Manuals, updates thereto and other confidential information to you. If we establish an Intranet, you must establish and maintain an electronic connection with the Intranet that allows us to send messages to and receive messages from you. At our request, you must contribute a reasonable amount, not to exceed $1,000 per year, toward the cost of the Intranet's maintenance. We will have sole discretion and control over all aspects of the Intranet, including the content and functionality thereof. You will have the mere privilege, and not the right, to use the Intranet, subject to your compliance with our Policies.

L. Length of Time to Open Licensed Business

We estimate the typical length of time between signing a License Agreement and opening a new Store is between 6 and 12 months after execution of the License Agreement. Factors affecting this length of time (and which may extend it beyond the range given) can include your ability to obtain a lease, financing, building permits, zoning compliance and/or variances, local ordinances, weather conditions which might affect construction, shortages, delayed installation of equipment, fixtures and signs, and how soon you can begin to receive training.

You may open a Store under a Multi-Unit License Agreement only by signing a License Agreement for that Store. Typically, you will sign a License Agreement for your first Store at the same time you sign the Multi-Unit License Agreement. As noted above, we estimate that the length of time between signing a License Agreement and the opening of your Store is between 6 and 12 months.

LOSANCELES 17633W21 40544-00002

12. TERRITORY

A. Preliminary Agreement

Unless you have already acquired a site which we approve of for your Jamba Juice Store, you must sign a Preliminary Agreement (Exhibit "F") pursuant to which we will mutually agree upon a non-exclusive geographic area (typically a city or other political subdivision) in which you will locate a proposed site for your Jamba Juice Store. You will not receive an exclusive territory under the Preliminary Agreement. The Preliminary Agreement permits us to enter, or authorize others to enter, the geographic area specified in the Preliminary Agreement to locate potential sites and establish one or more Jamba Juice Stores, The Preliminary Agreement does not grant you the right to operate a Jamba Juice Store. The Preliminary Agreement will terminate not later than 4 months after it is duly signed by you and Jamba Juice.

B- License Agreement

Before signing your License Agreement and before we have any obligation to you, you must complete and submit to us our then current application forms and a copy of our then current "Site Approval Package" providing details on the location you have in mind.

You should not make any real estate or other financial commitments until after you have a License Agreement signed by Jamba Juice!

If we decide to proceed, your License Agreement will designate a specific address for the location of your Store, and provide that you have 180 days to obtain our approval of the construction and design plans ("Construction Approval"), complete construction at our required quality levels and consistent with the terms of your Construction Approval, and open for business with the general public. If you do not meet these conditions, your License Agreement terminates and you lose your Initial Fee.

You will be permitted to operate your Store at a specific location which we approve, as described in the License Agreement. Our approval will be based upon a variety of factors which may include the viability of the then-current location and demographics including, number of households, household income, vehicular traffic, number of Jamba Juice® Stores near the proposed new location. You may not relocate the Store to any other location without our prior written consent. You may not operate any permanent or temporary mobile vending vehicle, grab 'n go case, cart, kiosk or any other form of distribution without our prior written consent, for which we may require you to execute a separate addendum to your License Agreement.

Your License Agreement will contain a narrative description or an attached map that will describe a geographic area surrounding your Store (your "Territory"), The Territory will generally be (a) in a major downtown metropolitan area, a radius of 2 city blocks surrounding your Store; or (b) in other areas, a 1 mile radius surrounding your Store. During the term of your License Agreement, we will not open or operate, or license others to own or operate, any Traditional Store in your Territory.

We expressly reserve the exclusive, unrestricted right, in our sole and absolute discretion, directly and indirectly: (a) to own or operate, and to license others (which may include its affiliates) to own or operate (i) Traditional Stores at any location outside your Territory, (ii) Non-Traditional Stores

LOS ANGELES ]76331v21 40544-00002

and Distribution Points at any location, and of any type or category whatsoever, regardless of its proximity to your Store; and (iii) stores operating under names other than "Jamba Juice®", at any location, and of any type or category whatsoever, regardless of its proximity to your Store; (b) to produce, license, distribute and market Jamba Juice® Brand Products, including pre-packaged food, snacks and beverage products; books; juicers; clothing; souvenirs and novelty items; through any outlet (regardless of its proximity to your Store) whether or not operating under the "Jamba Juice®" name, including grocery stores, supermarkets and convenience stores and through any distribution channel, at wholesale or retail, including by means of the Internet, any Internet web site, mail order catalogs, direct mail advertising and other distribution methods; and (c) to advertise and promote the Jamba Juice® System.

You expressly agree that you have no claim whatsoever against us for locating another Store outside of your territory, no matter how great an impact such a Store may have on your sales, business or profits. You also expressly agree that you have no claim whatsoever against us for doing business within your territory as provided above, no matter how great an impact this might have on your sales, business or profits.

No restrictions exist on us or any of our licensees as to the areas (including those outside their Territories) from which they may solicit or accept business and we and all of our licensees are free to advertise or solicit business from any area desired. No compensation must be paid if we or a licensee solicits or accepts business from within another licensee's Territory.

Under the License Agreement, continuation of your location rights does not depend upon the volume of sales generated nor on your penetration of the market potential. You do not have the right to acquire additional licenses, although you may apply for the right to operate additional Stores pursuant to separate license agreements.

C. Multi-Unit License Agreement

We offer two types of Multi-Unit License Agreement, one which designates a geographic development area (one or more cities, counties, states, or some other defined area), and the other which specifies a particular type of site (e.g., airports, universities or retail venues, such as grocery stores), which may in turn be limited geographically or by brand or other characteristics. We will refer below to the designated area or type of location as the "Development Market". Under the Multi-Unit License Agreement, you are granted the right to develop and operate Jamba Juice® Traditional Stores at any site in the specified Development Market, subject to our approval of the individual locations. During the term of the Multi-Unit License Agreement, we will not operate or grant a license or franchise to any other person to operate a Jamba Juice® Traditional Store at any location within the Development Market defined in your Multi-Unit License Agreement We may operate ourselves or grant a license or franchise to any other person to operate a Jamba Juice® (a) Traditional Store at any location not included within the Development Market, and (b) Non-Traditional Store at any site or location, even if located within your Development Market, without regard to its proximity to any Store developed or under development or consideration by you.

We also reserve the right to (a) own or operate, and franchise or license others to own or operate stores operating under names other than Jamba Juice® at any location, and of any type or category whatsoever, regardless of whether or not it is located within your Development Market, (b) produce,

LOSANGELES 17633W2I 40544-00002

license, distribute and market "Jamba Juice®" brand named products, and products bearing other marks, including pre-packaged food, snacks and beverage products; books; juicers; clothing, souvenirs and novelty items, at or through any location or outlet whether or not operating under the "Jamba Juice®" name, including grocery stores and convenience stores (including those which may be located within the Development Market), and through any distribution channel, at wholesale or retail, including by means of mail order catalogs, direct mail advertising, internet marketing and other distribution methods, and (c) to advertise and promote the Jamba Juice® System through any means, including the Internet.

You expressly agree that you have no claim whatsoever against us for exercising these rights, regardless of the impact on you sites, business or profits.

Upon the termination or expiration of the Multi-Unit License Agreement, all of your development rights under that Agreement shall cease but the termination of the right to develop your Development Market will not terminate any rights granted under the License Agreements then in effect between you and Jamba Juice. After the expiration of the term of your Multi-Unit License Agreement, we may own, operate, franchise or license others to operate additional Stores anywhere, without restriction, including in your Development Market; provided that if we determine that further development of your Development Market is desirable after the term of your agreement, and that you have (i) fully compiled with all obligations to Jamba Juice under any and all agreements with us and (ii) consistently delivered the Jamba Juice® brand to the public, at the highest level, then we will notify you in writing within 180 days before the expiration of your Multi-Unit License Agreement, and you will have a prior right to negotiate with us a new Multi-Unit License Agreement for the further development of your Development Market. The new Multi-Unit License Agreement will be in our then current form and on our then current terms, and include a development schedule proposed by us in good faith, but based on our sole business judgment and not subject to the "reasonable" judgment of others. If you believe tliat our proposed additional development schedule is not acceptable, we will agree to negotiate with you in good faith for 60 days to try to agree upon a mutually acceptable development schedule as determined by each party in their sole discretion. If you do not exercise your right to execute a new multi-unit license agreement, we may own, operate, franchise or license other to operate additional Stores in your Development Market subject only to the territorial rights reserved to you in the individual License Agreements,

Under the Multi-Unit License Agreement, the continuation of your territorial exclusivity is dependent upon your compliance with your development and other obligations under the Multi-Unit License Agreement, as described above.

LOSANGELES 176331v2l 40544-00002

13.

TRADEMARKS, SERVICE MARKS, TRADE NAMES,

LOGOTYPES AND COMMERCIAL SYMBOLS

REGISTRATION NUMBER

DESCRIPTION OF MARK

PRINCIPAL/OR

SUPPLEMENTAL

REGISTRATION DATE

2,014,541

JAMBA JUICE

PRINCIPAL

November 5, 1996

2,209,377

WHIRL DESIGN

PRINCIPAL

December 8,1998

We have filed all required affidavits for these marks.

A. Determinations

No presently effective determinations of the United States Patent and Trademark Office or any trademark administrator of any state or any court proceedings limit or restrict our right to use or license the use of the Marks.

B- Agreements

No agreements limit our rights to use or license the use of the Marks.

C- Trademark Protection

If you learn of any alleged infringement of the Marks or challenge to your use of the Marks under the terms of the License Agreement, you must notify us immediately. While we are not required to defend you against a claim based on your use of the Marks, we will indemnify you against any loss, cost or expense you incur as a result of a claim challenging your right to use the Marks. You may not settle or compromise any trademark claim without our prior written consent. We have the right to defend, compromise or settle these claims at our sole cost and expense, using attorneys of our own choosing and you must cooperate fully with us in the defense of this claim. You may participate at your own expense in defense or settlement, but our decisions about the matter will be final.

Both during the term of the License Agreement and afterwards you must not directly or indirectly contest, derogate, disparage or impugn any of our Marks,

D- Common Law Rights

We also have common law rights in the Marks by virtue of using them in interstate commerce. We may have the right, as a matter of common law, to exclude other users from using the same or confusingly similar marks for similar products or services within the area of

LOSANGELES I7633W21 40544-00002

geographical influence of our company and/or our licensees. The specific legal rights which you and we have in a particular dispute would depend upon all the facts and circumstances surrounding the dispute.

E- Infringing Uses

As of the date of this Offering Circular, we know of no infringing uses which would materially affect your use of the Marks.

F. Modification

Periodically, in the Manuals or in directives or supplemental bulletins, we may add to, delete, or modify any or all of the Marks. You must modify or discontinue the use of a Mark, at your expense, if we modify or discontinue it. We will not compensate you for any modification or discontinuation of the Marks. You must adopt any new Mark we adopt.

14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

There are no patents or copyrights material to the license. However, you must operate your business in accordance with our standards, specifications, policies and procedures as set forth in the Manuals or otherwise communicated to you. You must treat the information contained in the Manuals and any other manuals or supplemental material supplied by us as confidential- The Manuals are our property and you may not duplicate, copy, disclose or disseminate the contents of the Manuals at any time, without our prior written consent. We may modify or supplement the Manuals upon notice or delivery to you. You must keep the Manuals current at all times, and upon the termination or nonrenewal of your license return all Manuals to us.

You may not communicate, divulge or use any confidential information concerning our methods or procedures (our "Trade Secrets") during or after the term of your License Agreement. Except in connection with the operation of a Jamba Juice® Store pursuant to a valid License Agreement, you may not use our Trade Secrets in any business or other endeavor during or after the term of your License Agreement. You must maintain absolute confidentiality of our Trade Secrets during and after the term of your License Agreement, may not make any unauthorized copies of all or part of our Trade Secrets, and must operate and implement all reasonable procedures we prescribe to prevent unauthorized use and disclosure of our Trade Secrets. Information we make available to you may not be divulged to any person other than your employees or financial advisors who reasonably require access to such information for purposes of fulfilling their employment or contractual responsibilities- You must inform your employees to whom the information, or any of it, is made available of this obligation of confidence. You must obtain a written agreement (on our standard form) imposing an obligation of confidence from each person having access to the Manuals or other confidential information.

LOSANGEIES 17633W21 40544-00002

15.

OBLIGATION TO PARTICIPATE IN THE

ACTUAL OPERATION OF THE LICENSE BUSINESS

We require approval rights over the senior management of your business.

A. Individual Licensing Program.

If you are proceeding under the Individual Licensing Program, we must approve the "Managing Owner" and the "General Manager" of your Store. The Managing Owner is the majority owner of the business, who has day-to-day control as the "chief executive officer" of the business and the authority to make all decisions in the ordinary course of business. The General Manager is the person responsible for day-to-day operations at the Store. The Managing Owner must live in the market where the Store is located and must devote his/her full time to the Jamba Juice® Store business. He/she must also meet our current financial and experience requirements for a new franchisee. The General Manager must, in our opinion, have the experience necessary to run the Store at the high levels of quality, cleanliness and service required by Jamba Juice.

B. Multi-Unit Licensing Program.

If you are proceeding under the Multi-Unit Licensing Program, the Managing Owner need not own a majority interest in the franchisee, but he must own at least a 5% interest, must devote his/her full time and best efforts to the Jamba Juice business and must have, in our opinion, the skills and experience necessary to successfully run a business of the size contemplated by the development schedule in the Multi-Unit License Agreement. Additionally, we will not approve each Store General Manager, as we do under the Individual Licensing Program, but we must approve the "Director of Operations", who is the person who has day to day control of the operation of you Stores as the "chief operation officer" of the business., The Director of Operations must, in our opinion, have the experience necessary to run the Stores at the high levels of quality, cleanliness and service required by Jamba Juice.

Before you open your 4* Store, you must employ a district manager acceptable to us to supervise your Stores on a district or regional basis ("District Manager"). Unless we agree in writing, you must appoint at least one additional District Manager, acceptable to us, before you execute a License Agreement for your 10^lh Store, and for each additional 10 Stores thereafter.

16. RESTRICTIONS ON WHAT THE LICENSEE MAY SELL

Except as described below, you must offer and sell all, and only, those goods and services that we have approved (See Item 8). We may add, delete, and change menu items that you may or must offer, in our unrestricted discretion, and this may require you to purchase additional equipment.

Non-Traditional Jamba Juice® Stores may offer a limited menu. In addition, if the Store is a Non-Traditional Store, you may install co-branding marketing systems at your Premises (but not the Store) provided that you may not sell any other fresh or frozen fruit juice products, except that (a) in

LOSANGELES 176331 v21 40544-00002

the case of a Grocery Store, supermarket or convenience store, you may continue store operations and customary sales of other products consistent with past practices and may offer other food products typical of a Grocery Store on the Premises, provided that you may not sell any smoothies (i.e. mixed fruit juices) or other fruit juice products which are prepared fresh on site; and (b) in the case of any otherNon-Traditional Store, you may continue customary sales of fresh-squeezed orange or other fruit juices in connection with cafeteria or other food service facilities provided they are not smoothies. If your Store is a Traditional Store, you may not operate any co-branding marketing system without our prior written consent, which may be withheld in our sole discretion.

Except for participation in our wholesale programs, if any, or as otherwise specifically authorized by us, you may not sell any Jamba Juice® branded products (a) outside of your Store or any Distribution Points which we have not approved and for which you have not signed an Addendum, or (b) to any customer for the purpose of resale by the customer, and (c) all sales by you must be for retail consumption only.

We may, on occasion, require you to test market products and/or services at the Store. You must cooperate with us in conducting these test marketing programs and must comply with all rules and regulations established by us. No vending, gaming machines, pay telephones or other mechanical devices are permitted without our prior written consent.

17.

RENEWAL, TERMINATION, TRANSFER

AND DISPUTE RESOLUTION

This table lists important provisions of the license and related agreements. You should read these provisions in the agreements attached to this offering circular'. As described in Item 1, if you are signing your License Agreement pursuant to an existing Multi-Unit License Agreement, some of these provisions may be modified to conform to the Grandfathered Provisions, if any, specified in your Multi-Unit License Agreement.

LOS ANGELES I7G33W21 40544-00002

Provision	Section in License Agreement	Summary
a. Term of the license	Section 3.1	10 years.
b- Renewal or extension of the term	Section 3 2	If you are in good standing, you can renew for one additional 10 year term
c. Requirements for you to renew or extend	Section 3.3-3 4	You must have complied with your obligations during the Term, must sign a new License Agreement, pay renewal fee, and must sign a general release
d. Termination by you	None
e Termination by Jamba Juice® without cause	None
f. Termination by Jamba Juice with cause	Section 14.1	Jamba Juice can terminate only if you default.
g. "Cause" defined - defaults which can be cured	Section 14 4	You have 5 days to cure non-payment of fees, 10 days to cure non-compliance with laws and defaults not listed in Sections 14.2 and 14.3
h. "Cause" defined - defaults which cannot be cured	Sections 14.2 and 14.3	Non curable defaults: bankruptcy, foreclosure, insolvency, conviction of a felony, abandonment, unapproved transfers, repeated defaults, even if cured, misrepresentations in acquiring your license, health or safety violations, knowingly understating your Gross Sales, trademark misuse.
i. Your obligations on termination/non-renewal	Section 15.1	You must cease use of our trademarks, de-identify, pay all amounts due to us, return the Manuals to us. We may, at our option, assume all telephone numbers relating to the Store, See also "r" below.
j. Assignment of contract by Jamba Juice®	Section 13 1	No restriction on our right to assign.
k. "Transfer" by you -definition	Section 13 2	Includes transfer of the agreement or change in ownership of the entity which owns it
1. Jamba Juice's approval of transfer by licensee	Section 132	Transfers require our prior written consent, which will not be unreasonably withheld.

LOSANGELES 17633W21 40544-00002

Provision	Section in License Agreement	Summary
m. Conditions for Jamba Juice's approval of transfer	Section 13.2	New licensee: must qualify, assume your obligations under the License Agreement, complete training, sign new License Agreement, refurbish die Store, as needed. You must sign a general release, sign a non-competition agreement and pay transfer fee. If we request, you must provide us with an estoppel agreement and a list of all persons having an interest in the License Agreement or in the Licensee. (See also "r" below). If the License Agreement has been executed pursuant to an Multi-Unit License Agreement, you must concurrently assign all other License Agreements executed pursuant thereto, to the same assignee.
n. .Jamba Juice's right of first refusal to acquire your business	Section 13.21	We can match any offer for your business.
o. Jamba Juice's option to purchase your business	Section 15.1.2; and Addendum to License Agreement (if applicable)	If you are signing your License Agreement pursuant to a Multi-Unit License Agreement, see paragraph "o" of the Multi-Unit License Agreement chart below. If you are not signing your License Agreement pursuant to a Multi-Unit License Agreement, you must sign an Addendum to License Agreement (Exhibit "E"). We have the right at any time between the 5^th and 7^th anniversary of the Effective Date of your License Agreement, upon 3 0 days prior written notice, to purchase all of your rights and interest in your License Agreement, together with any or all of the assets of the Stores The purchase price will be equal to the sum of the product of your aggregate Store-level earnings after reduction for Continuing Royalty and Marketing Contributions, Store marketing and amounts spent on Store-level management expenses (excluding District Managers) and before interest, taxes, depreciation and amortization during the 12 full months before we deliver our notice to purchase your business, multiplied by a multiple agreed upon by you and Jamba Juice before you sign your Addendum to License Agreement We have the option to purchase some or all of your equipment and furnishings on expiration or termination of your License Agreement, at its net book value using a 5-year straight line amortization period.

L.OSANGELES 176331v21 40544-00002

Provision	Section in License Agreement	Summary
p. Your death or disability	Section 14,3 2	Same requirements as for transfer in "m" above, except there is no transfer fee and we do not have right of first refusal. If your interest is not transferred within 6 months following your (or a major member, partner or shareholder's) death or legal incapacity, your License Agreement will be automatically terminated.
q. Non-competition covenants during the term of the license	Sections 12.1.1 and 12.4	No involvement in any business engaged in the production or sale at retail or wholesale, of any smoothie or fresh or frozen fruit juice-type product or any other item featured at Jamba Juice® Stores. Except in connection with the operation of a Jamba Juice® Store pursuant to a valid License Agreement, you may not use our Trade Secrets in any business or other endeavor. You may not, without our prior written consent, employ any current executive, managerial or operational employees (or former employees for 6 months following the separation of such employment or affiliation) of Jamba Juice, its affiliates or any other Jamba Juice licensee, or induce, contract or solicit in any manner whatsoever any employee to leave such employment or affiliation.
r. Non-competition covenants after the license is terminated or expires	Sections 12.1.2 and 12.4	No involvement in any business engaged in the production or sale at retail of any fresh or frozen fruit juice-type product or any other item featured at Jamba Juice® Stores for 24 months at any site within your Territory or within 5 miles of any Jamba Juice® Store then existing. Except in connection with the operation of a Jamba Juice® Store pursuant to a valid License Agreement, you may not use our Trade Secrets in any business or other endeavor after your License Agreement is terminated or expires. Also, the same restrictions apply to employment of employees of Jamba Juice, its affiliates, or other licensees, described in "q" above for 24 months after termination or expiration of your License Agreement.
s. Modification of the agreement	Section 7.4.2	The Manuals are subject to change. Modifications become effective upon delivery of written notice to you, unless the notice specifies a longer period.
t. Integration/ merger clause	Section 19.8	All agreements between the parties are in the License Agreement and its exhibits.
u Dispute resolution by arbitration or mediation	Section 18	Except for certain claims, all disputes must be arbitrated in San Francisco, California.
v. Choice of forum	Section 18	Except for certain claims, all disputes must be arbitrated in San Francisco, California.

LOSANGELES I76331v21 40544-00002

Provision	Section in License Agreement	Summary
w. Choice of law	Section 19-7	California law applies, except for the provisions respecting Non-Competition, which are governed by local law where the breach occurs.

Multi-Unit License Agreement

This table lists important provisions of the Multi-Unit License Agreement You should read tliese provisions in the agreement attached to this offering circular.

Provision ■.;.."..	Section in Multi-Unit License Agreement	: Summary
a. Term of the license	Section 4.1	5 years.
b, Renewal or extension of the term	Section 4 2-4.4	You do not have the right to renew your Multi-Unit License Agreement. However, if you are in good standing and desire further development of your Development Market, you may propose a development schedule for additional Stores in your Development Market. If we and you mutually agree on an additional development obligation, you will have a right to execute a new Multi-Unit License Agreement to develop additional Jamba Juice* Stores in your Development Market as mutually agreed.
c. Requirements foi you to renew or extend	N/A	You must sign a new Multi-Unit Development agreement on our then current form of agreement, which will contain your additional development obligation during the second 5 year period. You must also sign a Reneral release.
d. Termination by you	None
e Termination by Jamba Juice® without cause	None
f. Termination by Jamba Juice® with cause	Sections 10.1-10.2	Jamba Juice® can terminate if you materially default under your Multi-Unit License Agreement, an individual License Agreement, or any other agreement between you and Jamba Juice®.
g. "Cause" defined - defaults which can be cured	None

LOSANGELES I76331v21 40544-00002

Provision	Section in Multi-Unit License Agreement	Summary
h. "Cause" defined - defaults which cannot be cured	Section 10.1	Non curable defaults: unapproved transfers; failure to meet minimum development obligation; any breach relating to unfair competition described in Article 8.
L Your obligations on terrnination/non-renewal	None	See V below
j Assignment of contract by Jamba Juice®	Section 8.1	No restriction on our right to assign.
k. "Transfer" by you - definition	Section 8.3	Includes transfer of the agreement or changes in ownership of the entity which owns it.
1. Jamba Juice's approval of transfer by licensee	Sections 8.3	Transfers require our prior written consent, in our sole discretion.
m. Conditions for Jamba Juice's approval of transfer	Section 8 4	You may not transfer the Multi-Unit License Agreement or any License Agreement executed pursuant to the Multi-Unit License Agreement unless we approve the transferee you assign all License Agreements executed pursuant to the Multi-Unit License Agreement to the same assignee.
n. Jamba Juice's right of first refusal to acquire your business	None
o. Jamba Juice's option to purchase your business	Section 8 5	We have the right at any time between the 5^Ul and 7^Ulanniversary of the Effective Date of your Multi-Unit License Agreement, upon 30 days prior written notice, to purchase all of your rights and interest in the Multi-Unit License Agreement, and any or all of the License Agreements executed pursuant to your Multi-Unit License Agreement, together with any or all of the assets of those Stores for a purchase price equal to the sum of (i) for Stores open more than 12 months as of the date of our notice: the product of your Store-level earnings (for the Stores purchased) after reduction for Continuing Royalty and Marketing Contributions, Store marketing and amounts spent on Store-level management expenses (excluding District Managers) and before interest, taxes, depreciation and amortization during the 12 full months before we deliver our notice to purchase your business, multiplied by a multiple agreed upon by you and Jamba Juice before you sign your Multi-Unit License Agreement, plus (ii) for Stores open less than 12 months as of the date of our notice, your actual cost of construction plus your actual and necessary grand opening costs.

LOSANGEIES 17633lv2l 40544-00002

Provision	Section in Multi-Unit License Agreement	Summary
p. Your death or disability	Section 8.3.2	Same requirements as for a transfer in "m" above.
q. Non-competition covenants during the term of the license	Section 9.1	Unless we agree otherwise in writing, you may have no involvement in any business engaged in the production or sale at retail or wholesale, of any smoothie or fresh or frozen fruit juice-type product or any other item featured at Jamba Juice® Stores, Except in connection with the operation of a Jamba Juice® Store pursuant to a valid License Agreement, you may not use our Trade Secrets in any business or other endeavor.
r.. Non-competition covenants after the license is terminated or expires	Section 92	No involvement in any business engaged in the production or sale at retail, of any smoothie or fresh or frozen fruit juice-type product or any other item featured at Jamba Juice® Stores for 2 years: within your Development or within 5 miles of any then existing Jamba Juice® Store. Except in connection with the operation of a Jamba Juice® Store pursuant to a valid License Agreement, you may not use our Trade Secrets in any business or other endeavor after the your Multi-Unit License Agreement is terminated or expires.
s. Modification of the agreement	Section 11.9	The agreement can be modified or amended only by written aereement of all of the parties.
t. integration/merger clause	Section 11.9	All agreements between the parties are in the Multi-Unit License Agreement and its exhibits.
u. Dispute resolution by arbitration or mediation	Section 12	Except for certain claims, all disputes must be arbitrated in San Francisco, California
v. Choice of forum	Section 12	Except for certain claims, all disputes must be arbitrated in San Francisco, California.
\v. Choice of law	Section 11 8	California law applies, except for the provisions respecting Non-Competition, which are governed by local law where the breach occurs.

LOSANGELES 176331 v21 40544-00002

Preliminary Agreement

This table lists important provisions of the Multi-Unit License Agreement. You should read these provisions in the agreement attached to this offering circular.

Provision	Section in Preliminary Agreement	Summary
a. Term		4 months.
b. Renewal or extension of the term	N/A
c. Requirements for you to renew or extend	N/A
d. Termination by you	N/A
e. Termination by Jamba Juice® without cause	N/A
f Termination by Jamba Juice© with cause	Section S	Failure to obtain our approval of a proposed site before the expiration of the Term; any default or breach by you; any material misrepresentation by you; death of an individual or change of control of an entity; your bankruptcy or similar proceeding
g, "Cause" defined - defaults which can be cured	N/A
h. "Cause" defined - defaults which cannot be cured	N/A
i. Your obligations on term ination/non-renewal	Section 6	You must not disclose any confidential or proprietary information which you received from us except in connection with the operation of a Jamba Juice Store pursuant to a valid Jamba Juice License Agreement...
j. Assignment of contract by Jamba Juice®	Section 9 7	We may assign to anyone that expressly assumes our obligations.
k. "Transfer" by you - definition	N/A
1. Jamba Juice's approval of transfer by licensee	Section 9.7	Transfers require our prior written consent.
m. Conditions for Jamba Juice's approval of transfer	Sections 9.1 and 9.7	We have sole discretion to approve transfers
n. Jamba Juice's right of fust refusal to acquire your business	N/A

10SANGEIES I7633Iv21 40544-D0002

Provision	Section in Preliminary Agreement	Summary
0. Jamba Juice's option to purchase your business	N/A
p. Your death or disability	Section 8.4 _,	We have the right to terminate the agreement.
q. Non-competition covenants during the term of the license	N/A
r. Non-competition covenants after the license is terminated or expires	N/A
s. Modification of the agreement	Section 98	The agreement can be modified or amended only by written agreement of all of the parties.
t. Integration/merger clause	Section 9.8	All agreements between the parties are in the Preliminary Agreement and its exhibits.
u. Dispute resolution by arbitration or mediation	Section 10	Except for certain claims, all disputes must be arbitrated in San Francisco, California
v. Choice of forum	Sections 93 and 10	Except for certain claims, all disputes must be arbitrated in San Francisco, California. Litigation must be in California
w. Choice of law	Section 9.3	California law applies.

LLC Operating Agreement

This table lists important provisions of the LLC Operating Agreement. You should read these provisions in the agreement attached to this offering circular.

Provision	Section in LLC Operating Agreement	Summary
a. Term of the license	Section 2.2 and Articles	20 years
b. Renewal or extension of the term	N/A
c. Requirements for you to renew or extend	N/A
d. Termination by you	Section 10.1(c)	The LLC Operating Agreement can be terminated by a vote of 60% or more of its members, subject to our approval.

LOS ANGELES 176331 v21 40544-00002

Provision	Section in LLC Operating Agreement	Summary
e. Termination by Jamba Juice® without cause	None
f. Termination by Jamba Juice® with cause	Section 10.1(f)	The LLC Operating Agreement can be terminated upon termination of the Multi-Unit License Agreement and all individual License Agreements executed thereto.
g. "Cause" defined -defaults which can be cured	None
h. "Cause" defined - defaults which cannot be cured	Section 10.1	Non-curable defaults: expiration of the term of the LLC as specified in the Articles or any other event of dissolution specified in the Articles; the entry of a decree of judicial dissolution pursuant to Section 17351 of the California Corporations Code; bankruptcy; the expiration or termination of the Multi-Unit License Agreement and all individual License Agreements executed thereto; the death, insanity, permanent disability, withdrawal or bankruptcy of a Member unless all remaining Members consent to continue the business; the sale of all or substantially all of the assets of the LLC; bankruptcy; the occurrence of an event which makes it unlawful for the business of the LLC to continue.
i. Your obligations on termination/non-renewal	Article X	Pay all debts and liabilities of the LLC, including debts and liabilities to Members who are creditors of the LLC; distribute remaining assets to the Members; file a Certificate of Cancellation with the California Secretary of State.
j Assignment of contract by Jamba Juice®	Section 7 1	Transfer requires consent of all Members.
k. "Transfer" by you -definition	Section 7 1	Includes any transfer or assignment of all or part of your membership interest.
1. Jamba Juice's approval of transfer by licensee	Section 7.1	Any transfer of a Member's interest requires consent of all Members.
m. Conditions for lamba Juice's approval of transfer	Section 7.1	Any Member can disapprove in its sole discretion.
n.. Jamba Juice's right of first refusal to acquire your business	None
o. Jamba Juice's option to purchase your business	None

LOSANGEIES I7633lv2f 40544-00002

Provision	Section in LLC Operating Agreement	Summary
p Your death or disability	Section 10 1(d)	The LLC is dissolved on the death or permanent disability of any Member, unless all remaining Members consent in writing to continue the business and agreement is reached with the Member (or the heirs or legal representatives of the Member) to purchase the Member's interest within 90 days.
q. Non-competition covenants during the term of the license	Section 4.S	There are no restriction except as provided in the Multi-Unit License Agreement and the individual License Agreements.
r. Non-competition covenants after the license is terminated or expires	Section 4,8	There are no restrictions except as provided in the License Agreement
s.. Modification of the agreement	Section 12.1	All amendments must be in writing.
t. Integration/ merger clause	Section 12.8	All agreements between the parties are in the LLC Operating Agreement and its exhibits and the Articles of Organization.
u. Dispute resolution by arbitration or mediation	Section 12.3	All disputes must be arbitrated in San Francisco, California.
v. Choice of forum	Sections 12.3 and 12.7	Arbitration or litigation must be in San Francisco, California.
w. Choice of law	Section 12.3	California Law applies.

These states have statutes which may supersede the License Agreement in your relationship with Jamba Juice, including the areas of termination and renewal of your license: ARKANSAS ( Stat. Section 70-807), CALIFORNIA (Bus. & Prof. Code Sections 20000-20043);CONNECTICUT (Gen. Stat. Section 42-133e et seq.), DELAWARE (Code, tit,), HAWAII (Rev. Stat. Section 482E-1), ILLINOIS (Rev. Stat. Chapter 121 Vz par 1719-1720), INDIANA (Stat. Section 23-2-2.7), IOWA (Code Section 523H. 1-523H.17), MICHIGAN (Stat. Section 19.854(27)), MINNESOTA (Stat. Section 80C14), MISSISSIPPI (Code Section 75-24-51), MISSOURI (Stat Section 407.400), NEBRASKA (Rev. Stat. Section 87-401), NEW JERSEY (Stat. Section 56:10-1), SOUTH DAKOTA (Codified Laws Section 37-5A-51), VIRGINIA (Code 13.1-557-574-13.1-564), WASHINGTON (Code Section 19-100.180) WISCONSIN (Stat. Section 135.03). These statutes and other state court decisions may supersede the License Agreement in your relationship with Jamba Juice®, including the areas of termination and renewal of your license. We reserve the right to challenge these laws.

The license agreement provides for termination upon bankruptcy. This provision may not be enforceable under Federal Bankruptcy Law. (11 U.S.C.A. Section 101 et. seq.)

LOSANGEIES 17633Iv21 40544-00002

18. PUBLIC FIGURES

Jamba Juice does not currently use any public figure to promote its license, nor is there any public figure involved in any respect with the actual management or control of Jamba Juice. There is no investment in any respect of any public figure in Jamba Juice.

You are not prohibited by the License Agreement from using the name of a public figure or celebrity in your promotional efforts or advertising; however, all advertising requires our prior approval. Additionally, we will not be responsible for any expenses, costs or charges for this use.

19. EARNINGS CLAIM

A. Introduction

The Item 19 contains: (a) a pro forma Profit & Loss Statement based on the average results at our 179 Jamba Juice owned and operated Stores, (b) a schedule of average annual Gross Sales by state for all company owned and franchised Stores, (c) a schedule showing the range of Gross Sales at all Company owned and franchised Stores, for the year ended June 24,2003, and (d) a schedule of the product mix sold at our company owned stores, as a percentage of sales, for the year ended June 24, 2003.. Substantiation of the data used in preparing this Item 19 will be made available to prospective franchisees upon reasonable request

B. Pro Forma Profit and Loss Statement

This Statement is based on the results of Jamba Juice company owned Store(s). "The amount of sales realized and costs and expenses of your Store will be directly affected by many factors, such as the Store's size, geographic location, weather, demographics, competition in the marketplace, presence of other Stores, quality of management and service, contractual relationships with lessors and vendors, the extent to which you finance the construction and operation of your Store, your legal, accounting, real estate and other professional fees, federal, state and local income and other taxes, discretionary expenditures and accounting methods. Certain benefits and economies of scale that Jamba Juice may derive as a result of operating Stores on a consolidated basis may not be available to franchisees.

Moreover, franchisees will experience certain expenses which a company owned Store does not pay or incur, including the Initial Fee, ongoing Royalty of 5% of Gross Sales, and Initial and Ongoing Training, all as described elsewhere in this Offering Circular. Additionally, franchisees will pay a Marketing Program Contribution equal to 4% of Gross Sales and a Local Store Marketing expense of 1.5% of Gross Sales, all as described elsewhere in this Offering Circular.. Jamba Juice is obligated to contribute to the Marketing Program an amount that would be required to be contributed if it were a licensed Store for each Jamba Juice Store operated by Jamba Juice or any affiliate. Accordingly Jamba Juice has elected to calculate a blended average of the Marketing Program rate in the various versions of active franchise agreements, and Jamba Juice contributes at that rate for its company-owned Stores. Franchisee's General and Administrative expenses are also likely to differ materially, depending on the size and sophistication of the franchisee's business.

LOSANGELES I76331v21 40544-00002

Finally, franchisees will experience a Cost of Goods Sold ("COGS") which may be materially higher than that experienced at Jamba Juice company owned Stores due to numerous factors, including distance from requiied suppliers and distributors, and smaller discounts associated with smaller individual Store deliveries.. Accurate COGS information from existing franchise markets is available only from our franchisees directly. Jamba Juice relies on you to make COGS estimates for new markets.

C. Schedule of Average Annual Gross Sales By State and By Range of Gross Sales

The amount of sales realized at you Store will be directly affected by many factors, such as the Store's size, geographic location, weather, demographics, competition in the marketplace, presence of other Stores, quality of management and service, effectiveness of your local marketing and existing brand awareness in the market.

The annual sales numbers set forth in the Schedules do not reflect the highly seasonal nature of sales, which vary strongly based on the seasons. In some markets, sales are so seasonal that certain Stores which are profitable on an annualized basis, will actually lose money during the winter months.

D. Summary

Your financial results are likely to differ from the results set forth in this Item 19.

20. LIST OF OUTLETS

CHART I

LICENSED STORE STATUS SUMMARY FOR FISCAL YEARS ENDED 2001/2002/2003

Slate	Transfers	Canceled or Terminated	\Not Renewed	Reacquired By Licensor	Lefllhc System - Other	Total from Lcfi Columns	Licenses Operating At Year End
Arizona	0/1/0	2/1/0				2/2/0	18/17/17
California	0/1/0	1/0/0		0/1/0		1/2/0	37/39/39
Colorado		2/0/0				2/0/0	4/6/6
District of Columbia							3/3/3
Florida		0/0/1				0/0/1	4/9/8
Georgia							0/1/1
Hawaii		0/1/0				0/1/0	9/10/10
Idaho		2/0/2				2/0/2	7/7/5
Illinois		0/0/1				0/0/1	6/8/7
Maryland							0/1/1

IOSANGELES 17633W2! 40544-00002

Slate	Transfers	Canceled or Terminated	\Not Renewed	Reacquired By Licensor	Left the System - Other	Tola! from Left Columns	Licenses Operating At Year End
Massachusetts		0/0/1				0/0/1	1/1/0
Minnesota							4/6/6
Nevada		2/0/0				2/0/0	3/4/4
New Jersey							1/1/1
New Mexico							1/1/1
North Carolina							0/1/1
Oregon		5/0/0				5/0/0	13/13/13
Oklahoma							4/4/4
Texas	0/0/0	9/0/3				9/0/3	18/20/17
Utah		0/3/1				0/3/1	12/9/8
Virginia							0/1/1
Washington		4/0/0		4/0/0		8/0/0	2/2/2
Wisconsin							1/1/1
Wyoming							1/1/1
TOTAL	0/2/0	27/5/] 1		4/1/0		31/8/11	147/167/156

CHART II

STATUS OF STORES OWNED BY JAMBA JUICE FOR FISCAL YEARS 2001/2002/2003

State	Stores Closed During Year ,	Stores Opened During Year	Total Stores Operating At Year End
Arizona	2/0/0	0/0/0	0/0/0
California	1/1/1	13/9/0	149/157/156
Colorado	3/1/0	1/0/0	9/8/8
Utah	1/270	0/0/0	9/7/7
Washington	0/0/0	0/1/0	4/5/5
TOTAL.	7/4/1	14/10/0	171/177/176

LOSANGELES 176331v21 40544-00002

CHART in

PROJECTED OPENINGS DURING FISCAL YEAR ENDING JUNE 29,2004

Stale	license Agreements Signed But Store Not Open	Projected Licensed New Stores in the Next Fiscal Year	Projected Company or Affiliate-Owned Openings in Next Fiscal Year
California	0	3	14
Colorado	0	0	1
Florida	0	4	0
Hawaii	0	6	o
Illinois	0	0	s
New York	0	0	3
Nevada	0	2	0
Oklahoma	0	1	0
Texas	0	8	0
Washineton	0	0	5
TOTAL	0	24	31

LOSANGEIES 176331 v21 40544-00002

CHART IV

STATUS SUMMARY

MULTI-UNIT LICENSE AGREEMENTS

FOR FISCAL YEARS ENDED 2001/2002/2003

State	Transfers	Canceled or Terminated	Not Renewed	Reacquired By Licensor	Lett the System -Other	Total from Left Columns	Mtilii Unit License Agreements in effect at Year End
Arizona		4/0/0				4/0/0	0/0/0
California		2/0/0				2/0/0	1/2/2
Colorado		3/0/0				3/0/0	0/0/0
Florida							I/l/I
Hawaii							1/1/1
Idaho		2/0/0				2/0/0	0/0/0
Illinois							1/1/1
Kansas							1/1/1
Minnesota							1/1/1
Missouri							1/1/1
Nevada		2/0/0				2/0/0	0/0/0
Oklahoma		1/0/0				1/0/0	0/0/0
Oreson		4/0/0				4/0/0	0/0/0
Texas	0/0/0	3/0/0				3/0/0	1/1/1
Washineton		5/0/0				5/0/0	0/0/0
Wisconsin							l/l/I
TOTALS	0/0/0	26/0/0	0/0/0	0/0/0	0/0/0	26/0/0	9/9/9

* In addition to the above, there is one Multi-Unit License Agreement with Whole Foods Market, wliich permits Jamba Juice® stores in Whole Foods Markets in all 50 states, A Multi-Unit License Agreement may permit the Licensee to open Jamba Juice® Stores in territories which span two or more states. The above figures for each state are the number of Multi-Unit License Agreements whose operating territories include that state. The "TOTAL" figures are the actual total number of Multi-Unit License Agreements in each category..

LOSANGELES 17633W21 40544-00002

CHARTV

PROJECTED MULTI-UNIT LICENSEES

AS OF DECEMBER 31,2003

FOR FISCAL YEAR ENDING JUNE 29,2004

Stale*

Multi-Unit license Agreements Signed But Business Not Operational

Projected New

Multi-Unit Licensees

in the Ncxl

Fiscal Year*

Projected Jamba Juice Owned

Areas in

Next Fiscal Year

TOTALS

N/A

* A Multi-Unit License Agreement may permit the Licensee to open Jamba Juice® stores in territories which span two or more states.

Attached as Exliibit "K" is a list of the names, addresses and telephone numbers of all Jamba Juice® licensees as of the end of our most recently completed fiscal year. Also attached as part of Exhibit "K" is the name and last known home address and telephone number of every licensee who has had a Hcense agreement terminated, canceled, not renewed, or otherwise voluntarily or involuntarily ceased to do business under a license agreement during our most recently completed fiscal year or has not communicated with us within 10 weeks of the date of this Offering Circular.

21. FINANCIAL STATEMENTS

The audited consolidated financial statements of Jamba Juice® Company as of and for the years ended June 26,2001, June 25,2002 and June 24,2003, as well as the unaudited financial statements for the period ended June 29, 2004 are attached to this offering circular as Exhibit "J".

22. CONTRACTS

Attached as Exhibit "A" is a copy of our current form of License Agreement.

Attached as Exhibit "B" is a copy of our current form of Multi-Unit License Agreement.

Attached as Exhibit "C" is a copy of our current form of LLC Operating Agreement.

Attached as Exhibit "D" is a copy of the Amendment to Franchise/License Agreement to be signed by Zuka Juice Conversion Franchisees.

Attached as Exhibit "E" is a copy of our current form of Purchase Option Addendum to License Agreement, which you sign if you are not signing your License Agreement pursuant to a Multi-Unit License Agreement.

Attached as Exhibit "F" is a copy of our current form of Preliminary Agreement.

Attached as Exhibit "G" is a copy of our current form of Addendum to Lease/Sublease.

LOSANGELES 176331v21 40544-00002

Attached as Exhibit "H" is the form of Guaranty that we will typically require your owners, members, partners or shareholders to execute if you are a Business Entity. By executing the Guaranty, the owners, shareholders, members or partners unconditionally and irrevocably guarantee your full and faithful performance of all of your obligations under the License Agreement and all other agreements between you and Jamba Juice.

Attached as Exhibit "I" is a copy of our current form of General Release which you, and all of your affiliated persons and entities who have currently existing license agreements with us, must sign before we sign a license agreement with you or an affiliated entity for an additional Jamba Juice® Store.

23. RECEIPT

Two copies of an acknowledgment of your receipt of this offering circular appear as Exhibit "O". Please return one copy to Jamba Juice® and retain the other for your records.

LOS ANGELES 17633W2I 40544-00002

The Free Franchise Resource Center

UFOC

Sample UFOC