UFOC

Sample UFOC

r "" " .....- ^_ ......---------

INFORMATION FOR PROSPECTIVE FRANCHISEES REQUIRED BY FEDERAL TRADE COMMISSION

JUICE IT UP FRANCHISE CORPORATION

TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS INFORMATION. WE HAVEN'T CHECKED IT. AND DON'T KNOW IF IT'S CORRECT. IT SHOULD HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME INFORMATION ABOUT YOUR CONTRACT, DON'T RELY ON IT ALONE TO UNDERSTAND YOUR CONTRACT. READ ALL OF YOUR CONTRACT CAREFULLY. BUYING A FRANCHISE IS A COMPLICATED INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR AN ACCOUNTANT. IF YOU FIND ANYTHING YOU THINK MAY BE WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.

THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR STATE AGENCIES ABOUT THEM.

Effective Date: ^A . 2006

FEDERAL TRADE COMMISSION Washington, DC

CALIFORNIA

REDUNE

LOSANGELES 231239v9 62765-00003

JUICE IT UP

FRANCHISE OFFERING CIRCULAR

JUICE IT UP FRANCHISE CORPORATION

A California corporation

17915 Sky Park Circle, Suite J

Irvine, CA 92614

Telephone: (949)475-0146

Fax:(949)475-0137

www.juiceitup.com The franchisee will own and operate an authentic California juice bar.

We offer 2 franchise programs:

1* A single iuice bar. The franchise fee is $25.000 for a single JUICE IT UP iuice bar ($20.000 for the second, and $15.000 for the third and subsequent juice bars opened pursuant to an Area DevelopmerLtAqieejlientV The estimated initial cost to vou of establishing and beginning operation of a JUICE IT UP juice bar is between approximately $235.517 and $283.467. These sums do not represent vour total investment in the JUICE IT UP franchise. You should refer to Items 5 through 7 of this Offering Circular for further information regarding your investment.

Z, Multiple restaurants within a defined area pursuant to a Development Agreement. There is an initial development fee equal to one-half of the total initial franchise fees for the total number of juice bars which vou must open. The initial franchise fee for each Franchise Agreement is the same as for individual Franchise Agreements described in paragraph (^) above. We will credit the development fee against the initial franchise fees at a rate of one-half of the initial franchise fee payable under each Franchise Agreement until the entire development fee has been credited.

LOSANGELES 231239v9 62765-00003

The balance of the initial franchise fee for each juice bar is payable when vou sign the Franchise Agreement for each iuice bar.

RISK FACTORS:

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

2. THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS THE LAW OF YOUR STATE. YOU MAY WANT TO COMPARE THESE LAWS.

3. CAREFULLY REVIEW SECTIONS 6.2, 7.2.2 AND 7.2.5 OF THE FRANCHISE AGREEMENT.

4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information about comparisons of franchisors is available. Call the state administrators listed in Exhibit A-1 or your public library for sources of information.

This registration does not constitute approval, recommendation, or endorsement by the California Commissioner of Corporations.

Registration of this franchise with the state does not mean that the state recommends it or has verified the information in this offering circular. If you learn that anything in this offering circular is untrue, contact the Federal Trade Commission and the state administrator for this state listed in Exhibit A-1.

EFFECTIVE DATE: ^A . 2006

OUR WEB SITE HAS NOT BEEN REVIEWED OR APPROVED BY THE CALIFORNIA DEPARTMENT OF CORPORATIONS. ANY COMPLAINTS

CONCERNING THE CONTENT OF THIS WEB SITE MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF CORPORATIONS

LOSANGELES 231239v9 62765-00003

TABLE OF CONTENTS

ITEM PAGE

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

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

3. LITIGATION..................................................................................................................................................................................................^A5

4. BANKRUPTCY.........................................................................................................................................................................................^A5

5. INITIAL FRANCHISE FEE...........................................................................................................................................................^A§

6. OTHER FEES..............................................................................................................................................................................................^Afi

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

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES..................................13

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

10. FINANCING...................................................................................................................................................................................................18

11. FRANCHISOR'S OBLIGATIONS........................................................................................................................................18

12. TERRITORY.............................................................................................................................................................................................^A2S

13. TRADEMARKS.......................................................................................................................................................................................^A2Q

14. PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION..................................^A32

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISED BUSINESS..........................................................................................................................^A32

16. RESTRICTIONS ON WHAT YOU MAY SELL...............................................................................................^A3J

17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE

RESOLUTION.......................................................................................................................................................................................^A3J

18. PUBLIC FIGURES.............................................................................................................................................................................^A42

19. EARNINGS CLAIMS.......................................................................................................................................................................^A42

20. LIST OF JUICE BARS...................................................................................................................................................................^A42

21. FINANCIAL STATEMENTS...................................................................................................................................................^A44

22. CONTRACTS...........................................................................................................................................................................................^A44

LOSANGELES 231239v9 62765-00003

23. RECEIPT..................................................................................................................................................

EXHIBITS:

A-1: State Administrators

A-2 Agents for Service of Process

B: Financial Statements

C-1: Deposit Agreement

C^Az2: Franchise Agreement

Attachments:

1: ^AAccepted Location

2: Electronic Funds Transfer Agreement

3: Lease Assignment Agreement

4: Conditional Assignment of Telephone Numbers

5: Nondisclosure and Noncompetition Agreement

6: Personal Guaranty

7: Terms of Use - Juice Net

C-3: Development Agreement

Attachments:

1: Development Area

2: Development Schedule

C-4: Letter of Intent for Area Representative Agreement C-5: Confidentiality Agreement C-6: General Release

C-7: Sublease

C-8: Closing Questionnaire

LOSANGELES 231239v9 62765-00003

D-1: Roster of Franchisees

D-2: Roster of Former Franchisees

E-1: Receipt (Your copy)

E-2: Receipt (Juice It Up's copy)

LOSANGELES 231239v9 62765-00003

Note: Terms that are defined in the franchise agreement or other attached agreements begin with capital letters in this offering circular, except for the word "you," which will begin with a capital "Y" or a lower-case "y" depending on its position in the sentence.

LOSANGELES 231239v9 62765-00003

JUICE IT UP FRANCHISE OFFERING CIRCULAR

1. THE FRANCHISOR, ITS PREDECESSOR AND AFFILIATES

The purpose of this offering circular is to familiarize you with important legal and business aspects of Juice It Up Franchise Corporation and of the franchise it offers to qualified individuals and companies. To simplify the language, we will refer to Juice It Up Franchise Corporation, the franchisor, as "Juice It Up" and the person or company that is granted a franchise by Juice It Up as "you."

The word "you" does not include your owners, who will be described "Related Parties." "Affiliate" means a company controlled by, controlling, or under common control with Juice It Up. For purposes of this Item 1 only, "Affiliate" further means that the company to which it refers offers franchises in any line of business or provides products or services to franchisees of Juice It Up. The word "Predecessor" means a company from which Juice It Up, within the past ten years, acquired, directly or indirectly, the major portion of its assets.

Juice It Up was organized in California on May 29, 1998. Juice It Up's principal business office is located at 17915 Sky Park Circle, Suite J, Irvine, CA 92614. The name and address of its agent for service of process in this state is stated in Exhibit A-1 to this offering circular. It has no Predecessor.

Juice It Up's Affiliate, Juice Ventures, Inc. ("JVI"), was organized in California on April 19, 1996 and reincorporated in Delaware on March 31, 1999. JVI's predecessor, Juice It Up, LLC, a California limited liability company, was organized on January 17, 1995. JVI's address is 17915 Sky Park Circle, Suite J, Irvine, CA 92614. JVI's agent for service of process in this state is the same as Juice It Up's. Neither JVI nor its predecessor has ever offered franchises.

Juice It Up does business under the fictitious business name "JUICE IT UP." Its only business is to grant JUICE IT UP franchises and provide assistance to its franchisees in the operation and promotion of their franchised juice bars. Juice It Up offered licenses from 1996 until 1998. As of December 31, ^A2Q05. it had ^Af> licenses

-1-

LOSANGELES 231239v9 62765-00003

and ^ASH franchises similar to the franchised business. Juice It Up has never granted any other franchise.

The business you will operate under the franchise agreement is an authentic California juice bar featuring delicious smoothies, fruit juices, fresh vegetable juices, organic coffee, vegetable soups, liquid and frozen tea products, and healthy snacks. Smoothies are made from fresh fruit, fresh frozen (individually quick frozen [IQF]) fruit, non-fat yogurt and sherbets, fresh juices, and exotic juices. Branded vitamin powders and nutritional supplements are added to our beverages and may also be sold in retail packages for home consumption. Juice It Up has never before operated any business, but JVI and its predecessor have operated businesses of the type being offered since March 1995.

A A A

You must sign a Franchise AareemenL(ExbJbit "C-2'"> to operate a single JUICE IT UP iuice bar at a location which vou choose and which we accept. If you, or anv affiliated person or entity, has a currently effective franchise agreement or development agreement with Juice It Up. vou and each affiliated person or entity must sign a General Release (Exhibit "C-6"V as a condition to entering into the new Franchise Agreement-Franchisees mav be individuals or entities which meet our then current requirements for non-individual franchisees. Each individual holding 10% or more of the equity interest in an entity franchisee must sign a personal guaranty (Attachment 6 to Exhibit "C-2'").

Under the Development Agreementswe_assign a defined area within which you must develop and operate a specified number of JUICE IT UP iuice bars within a specified period of time. You will execute a Development Agreement (Exhibit "C-3"t. which will describe your development area and vour development schedule and obligations. For each JUICE IT UP juice bar vou open pursuant to the Development Agreement, promptly after our acceptance of the site for the juice bar, you will execute a separate Franchise Agreement on our then current form, except to the extent otherwise provided in your Development Agreement. For example, our current form of Development Agreement provides that the initial fee payable under each Franchise Agreement executed pursuant to the Area Development Agreement will be $25.000 for the first Franchise Agreement. $20.000 for the second Franchise Agreement and $15.000 for the third and each additional Franchise Agreement. These payments will remain constant even if in the future we charge,, a higher initial franchise fee to new franchisees. In addition, you, and each affiliate who has a currently effective franchise

-2-

LOSANGELES 231239v9 62765-00003

agreement or development agreement with Juice It Up. must sign a General Release (Exhibit "C-6"^ as a condition to entering into the new Franchise Agreement.

In certain geographic areas, we may offer qualified individuals ("Area Representatives") the opportunity to act as our representative to develop and operate, or locate and qualify third party franchisees who will develop and operate, a specified number of JUICE IT UP juice bars in a specified geographic area. Each Area Franchisee must locate and pre-qualify prospective JUICE IT UP franchisees, and provide certain services to them after they join the JUICE IT UP system. We do not currently have a form of Area Representative Agreement. If you wish to become an Area Representative, you must sign the Letter of Intent attached as Exhibit C-4, and pay a non-refundable deposit of $10,000. The Letter of Intent outlines certain preliminary terms of the proposed Area Representative Agreement. Except for the nonrefundable deposit, the Letter of Intent is not binding upon the parties and is subject to negotiation and execution of a formal Area Representative Agreement within 60 days after the Letter of Intent is signed.

If you and we sign an Area Representative Agreement, you will pay Juice It Up a mutually agreed, non-refundable, initial development fee of approximately $20,000 multiplied by the number of juice bars required to be opened during the Term in accordance with the Development Schedule. You, or a third-party franchisee, must sign a Franchise Agreement for each JUICE IT UP ^Ajuice bar developed. We will pay you 40% of all initial franchise fees, and 50% of all royalty and transfer fees, that we receive from you or third-party franchisees in your territory. You must open a JUICE IT UP juice bar in your territory within 6 months after the effective date of the Area Representative Agreement. You must operate a JUICE IT UP juice bar for a period of 3 months prior to procuring prospective franchisees. You must also open a corporate office in your Territory within 1 year after the execution of the 10th Franchise Agreement for a JUICE IT UP juice bar operated in your territory.

The primary market for JUICE IT UP consists of health-conscious people between 20 to 45 years of age with annual household income over $60,000. A secondary market is composed of high school and college students. Although the smoothie has been around for about 50 years, rapid growth did not begin until 1994. The smoothie bar industry is still developing. The business is seasonal, with higher sales at warmer times of year. The lines of hot soups, hot snacks, and organic coffee help balance sales at colder times of year.

There are no laws or regulations that are specifically applicable to JUICE IT UP juice bars other than state and local health requirements applicable to all food service establishments.

Primary competitors are other juice and smoothie bar chains, including Jamba Juice, Smoothie King, Planet Smoothie and ^ARobeks. Some competition is also

-3-

LOSANGELES 231239v9 62765-00003

provided by other "mom & pop" food service concepts that offer a limited selection of smoothies.

2. BUSINESS EXPERIENCE

Frank N. Easterbrook, Chief Executive Officer & Director

Frank N. Easterbrook became Juice It Up's Chief Executive Officer and Director in January 2001. He was also its Chief Financial Officer from October 22, 2002 until November 2003. He is also President and a Director of JVI. From February 1997 to March 1998, he was Chief Executive Officer and a Director of Week Closure Systems, a Research Triangle Park, North Carolina medical device company Before that, from January 1990 to January 1997, he was the Chief Executive Officer, Chairman, & owner of Horizon Surgical, Inc., Evergreen, Colorado. Earlier, beginning in 1968, he held increasingly senior executive positions with the food companies - Nestle, S.A., M&M/Mars, Inc., and Ralston Purina, Inc.

Brandon E. Gouqh, President

Brandon Gough has been Juice It Up's President since June, 2004. Before this assignment he was Vice President - Marketing & Operations beginning February 10, 2003. From September 1994 to January 2003, he was an account manager with Watson, Wyatt & Co., a human resources consulting firm. From June 1992 to September 1994 he was an associate at Fidelity Investments. Brandon's Masters in Business Administration (MBA) was obtained at New York University, Stern School of Business, his Economics undergraduate degree is from Brown University.

Tom Vogelheim, JD, C.P.A., Chief Financial Officer

Tom Vogelheim became Juice It Up's Chief Financial Officer in November, 2003. He worked at KPMG Peat Marwick from 1984 through 1988. While at Peat Marwick, Mr. Vogelheim was a Tax Manager in the High Wealth Group and earned the Certified Public Accountant designation. In 1988, Mr. Vogelheim joined Security Pacific Bank in Los Angeles as a Vice President in the Executive Financial Services Department. In 1990, Mr. Vogelheim transferred to San Francisco to open and manage the Northern California operations of Executive Financial Services. Mr. Vogelheim earned his JD from San Francisco Law School in May, 1997 and passed the California bar in July, 1997. Tom graduated from UC Berkeley with a BS in Business Administration in 1984.

Larry Sidoti, Vice President - Business Development

-4-

LOSANGELES 231239v9 62765-00003

Larry Sidoti became Juice It Up's Vice President - Business Development in January 2001. He was its Chief Financial Officer from April 1999 to October 2002 and a corporate Director from May 1998 to June 2002. Earlier, he had been Juice It Up's Chief Executive Officer from May 1998 until April 1999. He had also been Chief Executive Officer of JVI from January 1995 until April 1999, when he became Chief Operations Officer of that company, instead. From June 1990 to January 1995, he was the Vice President of Sales of Direct Marketing Promotions, Inc., Irvine, California. Larry's obtained his undergraduate degree in Business from Cal State Fullerton University, in addition Larry is licensed with the California Department of Real Estate for real estate sales and brokerage.

Jim L. Pickren, Vice President - Engineering & Construction

Jim Pickren joined the Company in April of 2004, following 15 years with Nestle, S.A. where as Director of CIM, he headed leading edge technology projects both in the USA and abroad. Earlier his 15 years at M&M Mars, Inc. included high profile construction projects involving all facets of engineering and engineering management. Jim achieved his BA and an MA in Electrical Engineering from Rice University, and his Masters in Business Administration from Rensselaer University. Additionally, Jim is a licensed Professional Electrical Engineer (P.E.) in the state of California.

Desiree P. ^AEnciso, Senior Operations & Training Manager

Desiree ^AEnciso joined the Company in June 1997 as a Juice It Up Store Manager for JVI, and was promoted to District Manager for JVI in June 1999. She was District Manager from June 1999 until October 2001, and has been Juice It Up's Senior Operations & Training Manager since October 2001. Desiree is currently pursuing a B.A. degree in Business Management from the University of Phoenix.

Lidia Despotovic ^A- Senior Franchise Manager

Lidia joined the company in June, 2003 as Customer Service representative*^ She was promoted to Field Operations Manager in June ^A2004 and to Senior Franchise Manager on December 1. 2005. From January 2002 through February 2003 she worked as a Lending Division Assistant for Orange County Teachers Federal Credit Union. From August 2000 through December 2001 she worked as an assistant biology

-5-

LOSANGELES 231239v9 62765-00003

instructor at California State University, Fullerton, California. Lidia received her BS in Biological Sciences with a Minor in Business Administration from California State University, Fullerton, in June, 2002.

3. LITIGATION

No litigation is required to be disclosed in this offering circular.

4. BANKRUPTCY

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

INITIAL FRANCHISE FEE

Deposit Agreement

If you sign a Deposit Agreement, you will pay Juice It Up a deposit fee of $5,000 in cash or another form of payment that makes the funds immediately accessible to Juice It Up, such as cashier's check or wire transfer, at the time of

LOSANGELES 231239v9 62765-00003

signing. The purpose of the deposit fee is to compensate Juice It Up for its assistance to you in evaluating a site for a JUICE IT UP juice bar.^A Our acceptance of vour deposit fee does not grant you anv rights for a franchise to operate a Juice It Up juice bar. Those rights may only be granted through a Franchise Agreement that has been duly executed by both Juice It Up and vou and vour payment of the initial franchise fee described below. The deposit fee is uniform as to all prospective franchise grantees currently signing deposit agreements. It is not refundable under any circumstances. If you sign a franchise agreement, the deposit fee will be fully applicable against the initial franchise fee.

If you are unable to locate a site that Juice It Up finds acceptable and do not accept a site proposed to you by Juice It Up within a 6 month term of the Deposit Agreement, the Deposit Agreement will be terminated. However, Juice It Up may choose to extend the Deposit Agreement provided you request such extension in writing prior to the completion of the 6 month term. If Juice It Up does not extend the Deposit Agreement, it has no Obligations to ^Ayou^A and is entitled to retain the entire amount of your deposit.

Franchise Agreement

When you sign the Franchise Agreement, you will pay Juice It Up in cash or another form of payment that will make the funds immediately accessible to Juice It Up, such as cashier's check or wire transfer, an initial fee of $25,000 ($20.000 if this is vour second Franchise Agreement, and $15.000 if this is vour third or subsequent Franchise Agreement) less any deposit fee ^Ayou have already paid or any credit allocable in connection with that franchise under a Deposit Agreement or Development Agreement.

We are a member of the International Franchise Association ("IFA") and participate in the IFA's VetFran Program, which provides special financial incentives to qualified veterans. Through this program, the Small Business Association ("SBA") will provide financing to qualified applicants. We offer a $10,000 reduction on the initial fee for qualified Veterans of the U.S. Armed Forces. The VetFran program cannot be used in connection with the Multi Unit Fee Structure, the Development Agreement, or the Area Representative Agreement, i.e.. vour initial franchisee fee is $15.000 for each Franchise Agreement. In order to qualify, you must, among other business requirements, have received an Honorable Discharge and must own at least 50% of the franchised business. You must advise us of Veteran status (and provide evidence of qualification) before signing your Franchise Agreement. ^A

^AThese fees are uniform for all franchises currently offered in this state, except that we reserve the right to waive the Initial Fee for additional locations at a specific non-traditional venue.

-7-

LOSANGELES 231239v9 62765-00003

The initial fee is non-refundable. Except as described above, the initial fee is uniform as to all franchises currently being granted.

Area Development Structure

When you sign the Development Agreement for the Area Development Structure, you will pay Juice It Up in cash or another form of payment that will make the funds immediately accessible to Juice It Up^A. a development fee ^Aequal to one-half of the total initial franchise fees for the total number of juice bars ^Awhich vou must open. The initial franchise fee for each Franchise Agreement is the same as for individual Franchise Agreements described above. The development fee is non-refundable. except that we will credit the development fee against the initial franchise fees payable under each Franchise Agreement at a rate of one-half of the initial franchise fee until the entire development fee has been credited. The balance of the initial franchise fee for each juice bar is payable when vou sign the Franchise Agreement for each juice bar-Letter of Intent for Area Representative Agreement

When you sign the Letter of Intent for an Area Representative Agreement, you will pay Juice It Up a non-refundable deposit of $10,000. After you sign the Letter of Intent, you and Juice It Up will negotiate in good faith an Area Representative Agreement consistent with the preliminary terms and conditions outlined in the Letter of Intent.

Juice It Up does not offer any financing in connection with initial fees or payments.

LOSANGELES 231239v9 62765-00003

OTHER FEES

Name of Fee

Amount

When Due

Royalties

6% of Adjusted Gross Sales¹

Weekly

If you do not open your JUICE IT UP ^Aiuice bar within 210 days after the date you sign your Franchise Agreement (the "Start Date"), you must pay us a weekly fee of $125 for each full or partial week following the Start Date that your JUICE IT UP ^Aiuice bar fails to be open.

Advertising Fund

2% of Adjusted Gross Sales¹

We may offer a reduced Advertising Fund payment for juice bars located at non-traditional locations.

Weekly

Cooperative Advertising

As determined bv each Co-op Advertising Region: but not to exceed 1.5% of Adjusted Gross Sales

You must contribute to the Co-Op if we establish a Co-op Advertising Region for the

region where vour franchise is located. You, will have one vote for each JUICE IT UP

Co-on Advertising Region. Anv amount von are reouired

amount which vou are required to snend on local advertising

under Section 7.9 of YQur Franchise Agreement.

Training Fee

Our then-current rates, currently $50.00 per hour, plus our costs and expenses if we conduct the training program at your JUICE IT UP ^Aiuice ^Abar

We do not charge a fee for our Orientation Program, Initial Training Program, Hands-On Training Program or on-the job training unless (1) at least 2 individuals do not successfully complete any of our training programs and additional training is necessary, (2) if it becomes necessary to train a replacement Designated______

LOSANGELES 231239v9 62765-00003

Name of Fee	Amount	When Due
		Manager, or (3) you request additional training. However, you must pay or reimburse our costs and expenses for the initial on-the-job training at vour JUICE IT UP ^AMc_eJiar.
Training Materials	Our costs	There is no charge for training materials unless you request more than one copy of the materials.
Audit	Cost of audit if 3% discrepancy plus a $1,000 late fee for each occurrence	Upon invoice
Ongoing or Repeat Training Fees	Our training charges, currently $50 per hour	Before training starts
Payment for Promotional Items²	As invoiced	With order
Relocation Fee	Our then-current relocation fee. currently $^A5.000. dIus our direct and indirect costs and exoenses incurred in connection with vour relocation.	Before "relocation
Transfer Fee	$10,000	^AWhen vou reauest our consent to transfer*,^ escrow does not close, we will refund the transfer fee to vou. less our out of Docket and administrative costs. We mav waive up to $2,000 of the transfer fee if we determine that you are capable to train your assignee and you provide opening training as we specify to your assignee. There is no transfer fee if vou are assianina vour Franchise Aareement to a 100% controlled entitv for convenience of ownershiD or an assianment of the Franchise Aareement uDon vour death. In the case of an assianment to a 100% controlled entitv. vou must reimburse us for all indirect and indirect costs and exoenses incurred in connection with the transfer.

-10-

LOSANGELES 231239v9 62765-00003

Name of Fee	Amount	When Due
		includina attorney's fees.
Interest on Late Payments³	A late fee of $200 per occurrence plus 18% or highest amount allowed by law, whichever is less, on the unpaid amounts	Upon invoice.
Conventions	If we conduct an annual or semi-annual convention for franchisees, attendance is mandatory. We may charge a registration fee to attend the convention to recoup our costs. If we conduct an annual convention and you do not attend, we may assess a fine of up. to $500.	Upon demand
Inspection Reimbursement	Our costs and expenses in connection with each inspection of vour JUICE IT UP ^AMce_bar. Payable only if you receive a failing score during the inspection.	Upon demand
Reimbursement for refunds we pay to resolve customer complaints relating to goods or services you provide	The amount we refund to customers to resolve complaints	Upon demand
Fines for your violations under the Franchise Agreement or Manual	Up to $1,000 per instance	Upon demand

1. "Adjusted Gross Sales" is defined in § ^A3.3 of the Franchise Agreement as ^Athe total amount of ^Arevenues derived by you and your Related Parties for all goods sold and services rendered from the ^AAccepted Location or in connection with the Trade Name or Marks, excluding refunds paid to customers, sales tax, ^Aand sales of fixtures or other capital items you sell after vour use in operation of vour JUICE IT UP iuice bar.

2. Prices for Promotional Items may increase to reflect increases in our costs.

3. Interest begins from the date of underpayment, and continues to accrue until paid.

-11-

LOSANGELES 231239v9 62765-00003

7. INITIAL INVESTMENT

The following chart describes the estimated initial investment for a single JUICE IT UP iuice bar. As described in Item 5. if vou sion a Development Agreement, vou must pav JjiLce_LUip_an initial development fee equal to one-half of the total amount of the initial franchise fees for the number of JUICE IT UP iuice bars vou agree to develop (i.e.. $12.500 for vour first JUICE IT UP iuice bar. $10.000 for the second and $7.500 for each subsequent JUICE IT UP juice bar vou aoree to develop), which will be credited against your initial fraacMsa^fee_iox_e_ach_Franchise Agreement, but is not refundable.

Expense	Low	High	Method of Payment	When Due	To Whom Paid
■^Initial Franchise Fee*¹	$25,000	$25,000	Single payment	Each payable in full upon signing	Juice it Up
Real Estate Deposit²	SM.500	$^A8.000	Deposit, plus 3 months rent	At lease signing	Lessor
Architect, and Blueprint Fees	S^A5.000	$^A8.300	As arranged	Before opening	Approved Architect
Permits - Building	$^Afjfloa	$^A6.500	At submission of applications	Before opening	Government Agencies
Tenant Improvements	$^A86.000	$^A94,000	As arranged	Negotiated with contractor	Contractor
Signs & Menu Boards	$^A6,900	$^A11JQQ	As arranged	Before opening	Sign & Menu Suppliers
POS System, & Office Equipment³	$^A2JQQ	$^A4.000	Single payments	Before opening
Furniture, Fixtures & Equipment⁴	$^AB1U6Z	$msez	Single payment or installments on lease	Before opening	Suppliers
Deposits⁵	$^AliKK>	$^A4.000	Single payments	Before opening	Municipal Utilities & Equipment Lessors
Professional Fees	$1,000	$3,500	Arranged with professional advisors	As arranged	Attorney and Accountant
Opening Stock (Inventory)	$^A6.800	$^A7.000	Terms set by suppliers	As arranged	Distributors & Suppliers
Small Wares	$^A25Q	$^A3.100	As arranged	Before opening	Suppliers
Opening^ Event⁶	$1,000	^A1.000	As arranged	Approximately 4 weeks after opening of business	Various vendors
Opening Cash Drawer	$^A5QQ	$^A500	As needed	At opening
Additional Funds⁷	$^ABJ3flfl	$20,000	Varies	As expenses are	Various

■12-

LOSANGELES 231239v9 62765-00003

Expense	Low	High	Method of Payment	When Due	To Whom Paid
(Working Capital)				incurred
Total	$^A235.517	S^A283.467

All figures are estimates only.

1: ^AAs described in Item 5. the Initial Franchise fee is 25.000 for a single Franchise Agreement

(20.000 for the second, and $15.000 for the third and each subseouent Franchise Agreement) whether signed as single unit franchise agreements or pursuant to a Development Agreement. As described in Item 5. if vou are signing a single unit franchise, vou must pav a deposit of 5.000 when vou sion vour Deposit Agreement and the balance when vou sion vour Franchise Agreement. Under a Development Agreement, vou must pav one-half of the total amount of the initial franchise fees for the number of JUICE IT UP iuice bars vou aoree to develop when vou sion vour Development Agreement. You must pav the balance of each initial franchise fee when vou sion each individual franchise agreement. If you sign a Letter for Intent for an Area Representative Agreement, you will pay a non-refundable $10,000 deposit. ^AAs described in Item 5, we participate in the IFA's VetFran Program. If you are a qualified Veteran, your initial franchisee fee is ^A15.000 for each Franchise Agreement.

2: Figure is based on assumption that premises will be rented and that lessor will require an initial

payment of the first month's rent, plus a security deposit, and possibly an additional rent depending on applicants' credit. The premises will probably be located in a strip center, mall, food court or market and drug center; the size will range from 300 square feet to 1200 square feet.

3: In addition to the POS (point-of-sale) cash register system, this category includes back office

items such as a fax machine, a personal computer, telephone, printer & miscellaneous office equipment.

4: This category includes such items as food preparation equipment, walk-in freezers,

refrigerators, cabinets, alarm systems, and janitorial equipment. Low figure would be typical of a kiosk.

5: This category includes sales tax deposits or bonds, sewer hookup charges, utility deposits,

and security deposits on leased equipment.

6: Grand Opening: Within the first 30 days after opening your store, you must spend at least

$1,000 on grand opening advertising and promotion, but may choose to spend more. We waive this requirement if you are buying an existing operating Juice It Up store.

7: Additional funds: This category includes 30 days' wages for two employees at $7.50 an hour

and 19% payroll taxes for 15 hours per day, plus a manager earning $15 an hour plus 19% payroll taxes. The low figure assumes that the owner/operator is managing the store without taking a draw while the high figure assumes payment of $3,300 per month to a full-time manager, including payroll taxes and insurance. This category also includes working capital for other miscellaneous expenses incurred during the first 90 days of the franchised business' operations. We relied on our experience in operating company stores in Southern California in estimating this figure. You should review these figures carefully in light of local conditions and the economy, consulting a business advisor if necessary.

-13-

LOSANGELES 231239v9 62765-00003

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Promotional Items, including Juice It Up signs and menus, supplement guides, In-store promotional posters, and point-of-sale materials for new promotions, may be purchased only from a supplier designated by Juice It Up. All promotional, advertising and informational materials must be uniform in all Juice It Up stores, and all unauthorized or unapproved items must be removed by you from your store. Many Juice It Up items are copyrighted, and may be proprietary materials created by Juice It Up.

Juice It Up will give you, in the Operations Manual or in writing, a list of names and addresses of suppliers of goods and services that currently meet Juice It Up's standards. These may be "designated suppliers" from which you are required to purchase certain types of goods or services or "approved suppliers" from whom you may purchase certain types of goods or services. The reason why designated suppliers must be patronized is that many of the items they supply are proprietary private label items to Juice It Up and Juice It Up wants to keep confidential information about their ingredients and preparation. Also, by entering into exclusive purchasing agreements with certain suppliers, Juice It Up has been able to negotiate substantial quantity discounts for the JUICE IT UP Network as a whole. The amounts of the discounts vary and the precise terms of these agreements are confidential. To become an approved supplier, a supplier must stock items meeting Juice It Up's specifications, be reliable, charge reasonable prices, and be willing to make deliveries to individual locations. Juice It Up may choose to withhold its approval of a supplier if it feels granting approval would jeopardize current supplier relationships.

You must use an architect, general contractor and equipment suppliers to design and build your Juice It Up juice bar. You must buy bag-in-box juices, hard pack (frozen) yogurt and sherbets, IQF (individually quick frozen) fruit, nutritional supplements, organic coffee, snacks, the POS system, and when available, polling software, exclusively from approved suppliers. You must use and sell only the specified retail supplements, snacks, Jumpin' Java organic coffee, and other products designated by Juice It Up.

Paper goods, including logo cups may be purchased only from approved suppliers. To be approved, besides meeting the criteria described above, a paper goods supplier must stock all of the long list of paper items used in a JUICE IT UP juice bar, including logo cups and other items bearing the Marks.

Products or services must be purchased from a currently approved supplier. If you wish to purchase from an alternate supplier, you must first advise Juice It Up of this

-14-

LOSANGELES 231239v9 62765-00003

fact in advance of selling or using the item and, upon Juice It Up's request, give Juice It Up product specifications, sample products, and/or information about the supplier. Juice It Up will communicate in writing to you either its approval or its reasons for withholding its approval within a month. Silence may not be construed as consent. Normally, Juice It Up will not expect you to pay for its evaluation of a supplier. However, if, in Juice It Up's opinion, the cost of inspecting the supplier's premises, checking the supplier's credentials, or testing the product is inordinate, you must contribute to this expense. As a condition of approving a supplier of any product that bears the Trade Name or Marks, Juice It Up may require that the supplier sign Juice It Up's License Agreement. Juice It Up may withdraw its approval of a supplier if it no longer meets Juice It Up standards. If this occurs you will be notified in writing.

Operating equipment for the juice bar must meet Juice It Up's standards and specifications. IQF (individually quick frozen) fruit, juice, frozen yogurt & sherbets, baked goods such as pretzels, bagels, and muffins, nutritional supplements, protein bars and healthy snacks must also meet standards and specifications. Normally, the franchisor formulates specifications based on its experience. If you submit new products for evaluation, Juice It Up will evaluate them in the manner described above for approving a supplier. Standards and specifications and any modifications of them will be communicated to you in the Manual or otherwise in writing. Upon request, applicable standards and specifications will also be communicated to suppliers. We may impose a monetary fine of up to $1,000 if you do not comply with our standards, which are intended to provide a consistent and uniform product to the customer.

You must purchase and maintain a policy or policies of comprehensive public liability insurance, including product liability coverage, covering all JUICE IT UP ^Ajuice bar assets, personnel, and activities on an occurrence basis with a combined single limit for bodily injury, death or property damage of not less than two million dollars ($2,000,000). Juice It Up may increase the minimum coverage requirement annually if necessary to reflect inflation or other changes in circumstances. You must also carry 1) casualty insurance in a minimum amount equal to the replacement value of your interest in the JUICE IT UP ^Ajuice bar premises, including furniture, fixtures and equipment, and 2) business interruption insurance in an amount sufficient to cover the rent of the JUICE IT UP ^Ajuice bar premises, salary or wages of key personnel, and other fixed expenses. In addition, you must maintain policies of worker's compensation insurance, disability insurance and any other types of insurance required by applicable law. Each insurance policy that is required under this Agreement must contain a provision that the policy cannot be canceled without ten (10) days' written notice to Juice It Up. It must be issued by an insurance company of recognized responsibility, designate Juice It Up as an additional named insured, and be satisfactory to Juice It Up in form, substance and coverage. You must deliver a certificate of the issuing insurance company evidencing each policy to Juice It Up within ten (10) days after the policy is issued or renewed. Failure to do so is a material breach of this agreement.

-15-

LOSANGELES 231239v9 62765-00003

You agree to submit to Juice It Up copies of all non-Juice It Up-generated advertising materials that you propose to use at least two weeks before the first time they are broadcast or published. Juice It Up will review the materials within a reasonable time and will promptly notify you in writing whether it approves or rejects them. Juice It Up may withhold its approval if, in its opinion, the materials are not professionally prepared or do not convey the image and informational data consistent with Juice It Up's advertising program. For purposes of this paragraph, advertising materials that differ from previously approved materials only in such variables as date or price will be considered to be previously approved. Even if Juice It Up has approved specified materials, it may later withdraw its approval if it reasonably believes it necessary to make the advertising conform to changes in the System or to correct unacceptable features of the advertising, including any misrepresentation in the advertising material.

As of the date of this offering circular, neither Juice It Up nor JVI receives rebates or discounts from suppliers based upon purchases from those suppliers by franchisees. We or JVI may, in the future, collect rebates and credits from suppliers based on purchases or sales by you and, in our sole discretion, we may refund those amounts to franchisees or contribute those amounts to the Advertising Fund.

During ^A2005. our income from franchisees' purchases of products from us was $^A262.450. representing approximately 9% of our total income of $^A2.812.913. JVI did not receive any income based upon required purchases or leases in accordance with our specifications in ^2005.

Juice It Up estimates that between 75% and 90% of your startup expenses and about 50% of your ongoing expenses will be incurred for required purchases.

Juice It Up does not provide, nor does it receive benefits based upon your voluntary use of a designated or approved supplier because use of designated and approved suppliers is mandatory. Failure to do so will lead to Termination of your franchise.

9. FRANCHISEE'S OBLIGATIONS

THE TABLE BELOW LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE AGREEMENT AND ANY RELATED AGREEMENTS. IT WILL HELP YOU LOCATE MORE DETAILED INFORMATION ABOUT YOUR OBLIGATIONS IN THE AGREEMENTS AND IN OTHER PARTS OF THIS OFFERING CIRCULAR.

-16-

LOSANGELES 231239v9 62765-00003

Obligation	Section in Agreement¹	Item in Offering Circular
a. Site selection and acquisition/lease	Deposit Agreement § ^A3^ Franchise Agreement §§ 4.2, 7.2.2, and Development Agreement § 6.1	7,8,11
b. Pre-opening purchases/ leases	7.2.3; Development Agreement §6.1	5,8
c. Site development and other pre-opening requirements	5.1,7.2.2; Development Agreement §§ 4.2, 6.1; Letter of Intent § 3	5,7,12
d. Initial and ongoing training	5.2	11
e. Opening	7.2.5.	11
f. Fees	Deposit Agreement § 1; Franchise Agreement Article 6; Development Agreement §§ 3.3 and Article 5; Letter of Intent § 5	5,6
g. Compliance with standards and policies/Operating Manual	^A3.12. 7.2	11
h. Trademarks and proprietary information	^A3.15. 7.1, 8.4, Attachment 5	13,14
i. Restrictions on products/ services offered	7.2.6.	16
j. Warranty and customer service requirements	7.2.7.
k. Territorial development and sales quotas	4.2.2, Development Agreement Article 4; Letter of Intent § 3	12
1. Ongoing product/services purchases	7.2.6.	8,10
m. Maintenance, appearance, and remodeling requirements	4.3.2. 7.2.3. ^A9.3.1. 9.4	8,17
n. Insurance	7.6	6,8
o. Advertising	5.6, 5.7, 6.3, 7.1.3; Letter of Intent § 7	6,8,11
p. Indemnification	8.5; Development Agreement § 9.4	6
q. Owner's participation management/staffing	7.3	15
r. Records/reports	7.5; Development Agreement Article 10	6
s. Inspections/audits	6.5, 7.2.8.	6
t. Transfer	^A3.25. 6.8, Article 9; Development Agreement Article 7	6,17

-17-

LOSANGELES 231239v9 62765-00003

Obligation	Section in Agreement¹	Item in Offering Circular
u. Renewal	4.3.2; Development Agreement § 4.5.2; Letter of Intent § 2	6, 17
v. Post-termination obligations	10.4, Attachment 5; and Development Agreement § 4.3.2, 8.2, 9.3; Letter of Intent § 3.d	17
w. Non-competition covenants	8.6, Attachment 5; and Development Agreement Article 8	17
x. Dispute resolution	11.2; Development Agreement §§11.2, 11.7-11.9	17

1: Section numbers refer to sections in the Franchise Agreement unless otherwise stated.

10. FINANCING

Juice it Up does not offer direct or indirect financing. Juice It Up does not guarantee your note or obligation. In exceptional circumstances, Juice It Up may, in its sole discretion, guarantee your lease. Juice It Up is an SBA-approved franchisor. In addition, Juice It Up can introduce you to SBA lenders who have provided financing for qualified franchisees.

If you are a corporation, limited liability company, limited partnership or other business entity, each of your 10% or more owners, shareholders, members and limited partners must guarantee all of your obligations to us. (Attachment 6 to Franchise Agreement)

11. FRANCHISOR'S OBLIGATIONS

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

Pre-Opening Services

Site Approval

Under the Deposit Agreement, upon receipt of a proposal from you for a Location, Juice It Up will promptly evaluate the proposed Location in terms of its suitability for a JUICE IT UP juice bar and will either ^Aaccept or ^Areject it^A (Deposit

-18-

LOSANGELES 231239v9 62765-00003

Agreement § 3.3) ^Juice It Up will respond to your request for Acceptance within the longer of 15 days after receiving your proposal or 7 days after your provision of any additional data that Juice It Up reasonably requests. You are solely responsible for finding an acceptable location for vour JUICE IT UP juice har. We mav. without obligation, assist vou in locating an acceptable location. You mav not construe anv assistance we mav provide, or our acceptance as a guarantee or other assurance that the Location will be successful. Normally, you will not be permitted to sign a Franchise Agreement until Juice It Up has ^Aaccepted a Location for your juice bar.

To review a site, Juice It Up will either inspect the Location or compare all the demographic data and traffic counts you provide to its criteria. In evaluating the desirability of a proposed Location, Juice It Up looks for suitable demographics, adequate population density, heavy foot and drive-by traffic, strong tenant mix and a strong anchor tenant, availability of parking, convenient access, high visibility and proximity to health-related facilities, such as gyms, and to high schools and colleges. The ideal suite size for JUICE IT UP is 1,000 square feet, but 300-1,200 square feet can work if the layout is right. Among the factors considered by Juice It Up in making its decision on whether to approve a Location is whether the proposed lease provisions are satisfactory to Juice It Up in light of its own interests. You must, within 15 days after signing, provide Juice It Up with a copy of the signed lease. You must sign and obtain the signature of your lessor on the Conditional Assignment of Lease attached as Attachment 3 to the Franchise Agreement. (Franchise Agreement §7.2.2)

If Juice It Up determines that your proposed Location is not acceptable for any reason, you must find another Location. If you are unable to locate a site that Juice It Up finds acceptable and do not accept a site proposed to you by Juice It Up within the 6 month term of the Deposit Agreement, Juice It Up may choose to extend the Deposit Agreement provided you request an extension in writing before the completion of the 6 month term. If Juice It Up does not extend the Deposit Agreement, it has no Obligations to ^Ayou^A and is entitled to retain the entire amount of your deposit.

The length of time necessary to find a Location may range from a week to a year. Assuming that your Location has already been ^Aaccepted before you sign a Franchise Agreement, Juice It Up estimates that the length of time between signing of the Franchise Agreement and opening of your JUICE IT UP ^AJuice Bar will range from ^A16 to 24 weeks. Factors that may affect the length of time it takes for your juice bar to open are the progress of negotiating a lease, site or store construction delays, drafting architectural plans, securing plan approval, and obtaining permits. You may not open vour JUICE IT UP Juice Bar for business until vou have received written authorization to open from us. which mav be subject to our satisfactory inspection of vour Juice Bar.

-19-

LOSANGELES 231239v9 62765-00003

Issuance of Standards and Specifications

Juice It Up will provide you with a template layout (in plan view) and specifications for the design and layout of a typical JUICE IT UP juice bar. All plans and specifications must be submitted to us for our review and acceptance before you start construction. Juice It Up will provide you with a customized project management activity timeline for your JUICE IT UP juice bar to guide you in constructing tenant improvements to, furnishing, and equipping your JUICE IT UP juice bar. Juice It Up will also provide you with a list of approved architects, building contractors and equipment suppliers, together with copies of purchase orders which define pricing and scope of work performed by these suppliers which Juice It Up has previously negotiated. ^AUnless we have designated approved suppliers, you may employ, an architect^ engineers, contractor and other suppliers of your own choosing, provided that you may not employ any supplier until that supplier is approved by Juice It Up in writing. (Franchise Agreement § 7.2.2) Juice It Up will issue specifications for equipment, merchandising fixtures & cabinets, as well as goods that will be used in or sold by the JUICE IT UP juice bar and names of approved suppliers and designated suppliers in the Manual. (Franchise Agreement §5.4). Juice It Up does not deliver any goods to or install any equipment in your JUICE IT UP juice bar.

Training

The orientation, initial training program and "hands-on" training program will cover the following:

Subject	Training Material	Classroom Training Hours	Hands-On Training Hours	Total Hours of Training
ORIENTATION PROGRAM
Orientation	Operations Manual, & New Franchise Orientation book	8	0	8
INITIAL TRAINING PROGRAM
Pre-Store Start-Up	Operations Manual -"Smoothie 101" and Recipe Cards	12	18	30
"HANDS-ON" TRAINING PROGRAM		0	12	12
OPENING ASSISTANCE
A. Store Setup	Organization of Materials; Training Procedure review with employees, Inventory Receiving Procedures, Cash Register Setup	0	8	8
B. Store	The following functions and subject	0	42	42

-20-

LOSANGELES 231239v9 62765-00003

Subject

Training Material

Classroom Training Hours

Hands-On Training Hours

Total Hours of Training

Operations

matter is covered:

- Product "Production"

- Store cleanup & maintenance

- Customer Service

- Safety & Sanitation

- Inventory Control, order placement, & scheduling ("Back room management.")

- Financial management

- Marketing & Store Merchandising

- Local Advertising

- Nutritional & product education

Totals

100

The franchisee training program is subject to change. The table above shows you how management currently administers the training program. The training program will be supervised by an experienced staff member who has had extensive hands-on experience in store management, district management or general management. Instructors will have operational and management experience. In addition, Juice It Up trainers are industry certified "ServSafe" trainers. Classroom training will be administered at Juice It Up's corporate headquarters in Irvine, California. Hands-On Training will take place in one or more Juice Bars in Orange County, California, or at the Corporate Training Center. You will not be compensated for any work that you or your employees perform while attending the training program.

In addition, Juice It Up will send a representative to your JUICE IT UP Juice Bar for up to 50 hours to assist with opening, and conduct "on-the-job" training for your staff. The on-the-job training will cover certain aspects of store operations, including "early morning" store opening procedures and "end-of-the day" store closing and clean up procedures. We do not charge a fee for this training, however, you must pay or reimburse Juice It Up for all of our costs and expenses in connection with travel, lodging, meals and other incidental expenses we incur to provide you and your staff on-the-job training.

You and your Designated Manager must attend our Orientation Program. You may not open your JUICE IT UP Juice Bar to the public until you, your Designated

-21-

LOSANGELES 231239v9 62765-00003

Manager, and not more than 2 additional individuals who will work at your JUICE IT UP Juice Bar must attend, participate in, and successfully complete our Initial Training Program and our "Hands-On" Training Program to Juice It Up's reasonable satisfaction. There is no training fee unless we need to provide additional training for individuals who did not successfully complete the training program to our satisfaction. You and your Designated Manager must be present during the entire 50 hour on-the-job training. There is no charge for training materials unless you request more than one copy of the materials, in which case you will pay for the additional materials at Juice It Up's cost. You will pay for any incidental expenses, such as the cost of meals, travel, and lodging, incurred by you or your employees during the training program. You must have hired sufficient staff to operate your store prior to on-the-job training. If Juice It Up determines that your operating staff is inadequate or that your management and/or operating team failed to grasp the procedures and techniques, your team must undergo retraining in one or more components of the initial training program, Juice It Up will charge you for the additional training at our then current rates, which are currently $50.00 per hour. Juice It Up does not foresee the need for continuing or advanced training programs. New food process techniques or products will be introduced and demonstrated on-site by field personnel at no additional charge.

If you are signing your Franchise Agreement in connection with the transfer of an existing JUICE IT UP Franchise Agreement, we will not provide you with the Orientation Program or "Hands-On" or Opening Assistance. Juice It Up will provide the Initial Training Program at no additional charge to you, your Designated Manager and not more than 2 additional individuals who will work at your JUICE IT UP Juice Bar, all of whom must complete the Initial Training Program to our satisfaction before you may open your JUICE IT UP Juice Bar to the public. At our option, on-the-job training may be conducted by the JUICE IT UP franchisee from whom you purchased your JUICE IT UP Juice Bar instead of a Juice It Up representative.

If you are a franchisee that has already opened several units and has established a JUICE IT UP approved training site staffed with approved trainers, Juice It Up may waive the requirement that your new store management attend its training program.

The program will be given as often as necessary to make certain that each franchisee completes training within two to four weeks before opening.

Operations Manual

Juice It Up will lend you the Operation Manual, including training ("Smoothie 101"), employee manual^A₌anal manager's^A guide. These will be referred to collectively as the "Manual." The Manual will contain explicit instructions for use of the Marks, specifications for goods that will be used in or sold by the JUICE IT UP Juice Bar, sample business forms, information on marketing, management, and administration

-22-

LOSANGELES 231239v9 62765-00003

methods developed by Juice It Up for use in the JUICE IT UP Juice Bar, names of approved suppliers, and other information that Juice It Up believes may be necessary or helpful to you in your operation of the JUICE IT UP Juice Bar. Juice It Up will revise the manual periodically to conform to the changing needs of the Franchise Network and will distribute updated pages containing these revisions to you. (Franchise Agreement § 5.3)

Before you enter into a Deposit Agreement or Franchise Agreement, Juice It Up will permit you to inspect the Manual under the supervision of a Juice It Up employee or agent at a mutually convenient location. Before reviewing our Manual, you must sign a Confidentiality Agreement in the form attached as Exhibit "C-5."

Future updates to the Manual will be provided on Juice It Up's exclusive secure web site, "Juice Net". We have no obligation to maintain the Juice Net indefinitely and may dismantle it at any time without liability to you. You will have the mere privilege, and not the right, to use the Juice Net, subject to your compliance with our specifications and policies. You must sign the Juice Net terms of use attached as Attachment 7 to the Franchise Agreement. You must own and be proficient with the use of a PC for use in your store or your operating office. In addition to operating Manual updates, many Point-Of-Sale ("POS") advertising documents will be offered via the Juice Net. In addition, Juice Net is the primary communication vehicle for all official corporate announcements.

Selection and Installation of Computer Equipment and Software ("POS System")

You will be required to purchase the following:

1 or more CRS ^A4000 or later (model) point-of-sale electronic cash register terminals and software;

1 personal computer capable of internet connection;

1 or more Citizen (brand) 3541 (model) electronic receipt printers;

1 or more Z-Tec 56 Kbps electronic modems.

1 Verifone Omni 3750 Gift/Loyalty machine.

We have approved no alternative hardware, however, we may upgrade the hardware specifications to the current technology at the time you sign your Franchise Agreement.

You must obtain and pay for supplier installation and training in the use of the above. ^A

-23-

LOSANGELES 231239v9 62765-00003

You must obtain 3 dedicated telephone lines, 1 for the cash register modem, 1 for the internet/fax and 1 for the telephone.

You are contractually obligated to leave the cash register in the proper mode each evening so that Juice It Up can poll the data. Doing this gives Juice It Up access to sales data on which a variety of sales reports may be based and upon which your royalty and advertising fund contributions will be calculated. You may obtain copies of the month end reports upon request from Juice It Up. There is no contractual limitation upon Juice It Up right to access this data, but Juice It Up will be physically unable to do so without your cooperation.

You must upgrade the hardware at your own expense whenever Juice It Up informs you that it is necessary. ^AWe will not require yQji±Q_ieplace vour POS.system. any more frequently than once every 3 years. (Franchise Agreement §7.5.2')

If Juice It Up develops a proprietary software system for use by its franchisees, you agree to purchase, install, use and maintain the software. Juice It Up will use best efforts to minimize expense to you in connection with any required software. (Franchise Agreement § 7.8)

Opening Assistance

Juice It Up will send a representative to your place of business for a maximum of 50 hours, as needed, to assist with opening, and provide "on-the-job" training for you and your staff. While there, he or she will help train your entire staff of employees simultaneously. You must have all new employees available for training from the beginning of the on-the-job training. (Franchise Agreement § 5.5).

Post-Opening Services

Consultation

Juice It Up will use its best efforts to make its personnel available to you for consultation throughout the term of the franchise in a timely manner. It will advise you of new developments in the industry and will assist you in troubleshooting. (Franchise Agreement § 5.6)

Advertising Services

Advertising Fund. Juice It Up will administer the Advertising Fund, which will be kept in a separate bank account. The purpose of the Fund is to pool advertising money* so as to achieve greater benefits for all in promoting the Trade Name and Marks. Each franchisee will contribute two percent of its Gross Revenue to the Fund. Juice It Up has several licensees that are not contractually obligated to contribute to the

-24-

LOSANGELES 231239v9 62765-00003

Advertising Fund, and may offer a reduced Advertising Fund payment for iuice bars located at non-traditional locations. Juice It Up and each of its affiliates who operate JUICE IT UP juice bars mav (and currently do) but are not obligated to contribute to the Advertising Fund. If Juice It Up ojrJlS-afBIJalesjaaDlribute to the Advertising Fund, thev mav contribute in any amount, vary the amount of the contribution, or cease to contribute, in their sole discretion.

The Fund may be used to pay for market research, advertising, advertising materials, media space and time, a referral program, sponsorship, a website, product coupons, or any combination of them. The Fund may also be used for advertising grants to franchisees, collectively on a regional basis or individually on a local basis. In addition, the Fund may be used to pay for point-of-purchase materials or public relations projects. Up to 15 percent (15%) of Fund money may be used to compensate Juice It Up for overhead and other direct expenses incurred in connection with development of POS materials and its administration of the Fund.

Once a year, Juice It Up will distribute an Advertising Fund report to its franchisees which will set out the total amounts of money collected and spent by the Fund during the past year and list, by general category, the manner in which the money was spent. The Fund's books will not be separately audited from those of Juice It Up as a whole.

Juice It Up will give preference to regional Advertising Fund projects, but may make allocations of Advertising Fund money to individual franchisees when it considers it desirable. Because the benefits of advertising, marketing, and promotion are difficult to measure, Juice It Up reserves the unqualified right to determine, in its sole discretion, how Advertising Fund money will be spent; the only condition is that the money must be used in a manner that is reasonably related to the general promotion of the Trade Name and Marks. Juice It Up is not obligated to spend a minimum amount of money in your area.

Juice It Up will use direct mail, newspapers, radio, outdoor advertising, and cable television for institutional advertising. Community service programs and specialty discount promotions also play important parts in the overall JUICE IT UP marketing plan. Coverage of the media will be primarily regional. The advertising materials will be created partly by in-house advertising employees and partly by regional advertising agencies. Juice It Up may occasionally use coupons, and you must accept all valid Juice It Up coupons presented at your JUICE IT UP ^AJuice Bar.

Juice It Up instituted a Gift Card & Loyalty Card program in 2003, and you must participate in that program, which is intended to provide national participation for Juice It Up customers.

-25-

LOSANGELES 231239v9 62765-00003

During ^A2005. the Advertising Fund spent ^A10.24% of its money on production, ^A26.92% on media placement, ^A 14.00% on administration, ^A 15.78% on public relations and community activities^A_!JL22% on in-store marketing: 18.67% on agency fees, and 5.16% on other/miscellaneous. The Advertising Fund spent more than the amount of contributions to the Advertising Fund during ^A2005. Juice It Up advanced $^A15.692 to the Advertising Fund to cover the over-expenditure, which ^AJuice It Up will treat as an expense and the Advertising Fund will beaiii2QQjfldtb-QJ3aJaDce^

If all advertising fees are not spent in the year in which thev are collected, thev will be retained in the Advertising Fund for use in the following year. Juice It Up mav spend in anv fiscal year more than the total contributions to the Advertising Fund in that year and may cause the Fund to borrow funds, to cover deficits or invest surplus funds. If we advance money to the Advertising Fund, we will be entitled to reimbursement-Juice It Up will not use Advertising Fund money to pav for advertising that primarily promotes the sale of franchises, but Juice It Up may require vou to use point-of-sale materials announcing the availabillty-OLfranchises. These materials will be prepared at Juice It Up's expense. Also, product advertising may mention that franchises are available.

^A Cooperative Advertising. As of the date of this offering circular. Juice It Up has not established anv local or regional advertising Cooperatives ("Co-op"). If it does so in the future, vou must participate in anv advertising Co-op for the region in which vour JUICE IT UP Juice Bar is located. Neither Juice It Up nor its affiliate, as applicable, are required to contribute to advertising cooperatives for company- or affiliate- owned JUICE IT UP Juice Bars, although we mav elect to do so. We mav change, dissolve, or meroe Co-ops in our sole discretion. You must contribute to the Co-op as determined bv the members of the Co-op. not to_exc_eed 1.5% of vour Gross Sales as determined bv vote of the Co-op members, subject to our written approval. All of vour contributions to the Co Op will be applied to the minimum local advertising requirement described below. (Franchise Agreement S5.8)

Local Advertising. You must spend at least 1 % of y^uLAdjusted Gross Sales on individual local store marketing, less any amounts paid for mandatory mall advertising contributions or contributed to a Co-Op. You must submit documentation of your compliance on or before the 15^th day of each calendar quarter. (Franchise Agreement § 7.9)

You must submit to Juice It Up copies of all advertising materials not produced by Juice It Up at least two weeks before the first time they are broadcast or published. Juice It Up will review the materials within two weeks and will promptly notify you whether it approves or rejects them. Juice It Up may not withhold its approval unreasonably. For purposes of this paragraph, advertising materials that differ from previously approved materials only in such variables as date or price will be considered

-26-

LOSANGELES 231239v9 62765-00003

to be previously approved. Even if Juice It Up has approved specified materials, it may later withdraw its approval if it reasonably believes it must do so to make the advertising conform to changes in the System or to correct unacceptable features of the advertising, including any misrepresentation in the advertising material.

Juice It Up has no plans for an advertising advisory council at this time.

A A

Promotional Items Availability

Juice It Up will use its best efforts to ensure that Juice It Up, its Affiliate, or a designated supplier will at all times have a supply of Promotional Items available to you. (Franchise Agreement § 5.9)

Letter of Intent for Area Representative Agreement

If you sign a Letter of Intent to enter into an Area Representative Agreement, Juice It Up will negotiate with you, in good faith, to agree upon and sign an Area Representative Agreement. If you and Juice It Up do not sign an Area Representative Agreement within 60 days (unless extended by mutual written agreement of the parties) after you sign the Letter of Intent, Juice It Up will have no further obligation to you.

-27-

LOSANGELES 231239v9 62765-00003

Cal-EASI Project (2180-11)

Receive Documents

Document Separator Sheet

Patch II

WPARTMENTOFCORPORATIONS 12. TERRITORY

Deposit Agreement SACRAMENTO OFFICE

If vou sion a Deposit Agreement, you have 6 months (unless we agree in writing to a longer period) to locate a site within a non-exclusive general territory (the "Target Area'"). You have no rights whatsoever with respect to the Target Area. We may ourselves, or permit others to enter the Target Area to locate potential sites and mav consider or grant anv other person or entity a franchise to establish one or more JUICE IT UP juice bars within or outside the Target Area. We mav conduct whatever franchise sales activities we deem appropriate within the Target Area. After vou have found an acceptable site (see Item 11). vou must sion a Franchise AoreemeiiLfa^tb^Aciiej^ii, Location-Franchise Agreement

Under the Franchise Agreement, your JUICE IT UP ^AJuice Bar must be located at an ^AAccepted Location. You may not establish your business premises or engage in business activities except at an ^AAccepted Location. You may not engage in mail order, Internet, or catalog sales. 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 Franchise Agreement. All money you receive from the sale of goods or services from a distribution site other than the ^AAccepted Location, including products produced at the ^AAccepted Location and sold off-site, will be added to your Adjusted Gross Sales under the Franchise Agreement, and are subject to Royalty and Advertising Fund payments.

Under the Franchise Agreement, Juice It Up may (aXJocate or relocate any company-owned or franchised JUICE IT UP ^AJuice Bar to any site regardless of how close the site is to one or more of your ^AJuice Bars, (b) own or operate, and license others (which may include its Related Parties) to own and/or operate (i) Juice Bars under the JUICE IT UP trade name ("Trade Name'") and Marks and/or using the System at anv location regardless of how close the site is to one or more of vour Juice Bars: (ii) businesses, including juice bars, operating under names other than the Trade Name, at anv location, and of any type whatsoever, regardless of their proximity to your JUICE IT UP Juice Bar: and (c) to produce, license, distribute and market foods and other products bearing the Marks, including Promotional Items, pre-packaged juices. smoothies, supplements, snacks and other food and beverage products: books: clothing: souvenirs and novelty items: through anv outlet (regardless of its proximity to vour JUICE IT UP Juice Bar), including grocery stores, supermarkets and convenience

-28-

LOSANGELES 231239v9 62765-00003

stores and through anv distribution channel, at wholesale or retail, including bv means of the Internet or Internet web site, mail order catalogs, direct mail advertising and other distribution methods: and to advertise and promote the System through any means. including the Internet.

You may not relocate ^Ayour JUICE IT UP ^AJuice Bar without Juice It Up's express written consent, and payment of our then-current relocation fee (currently $5.00Cn plus our direct and indirect costs and expenses incurretjjjiiiaQnection with your relocation.

A A A A A A

Development Agreement

If you participate in the Area Development Structure:

During the term of a Development Agreement, you will have the exclusive right to develop and operate JUICE IT UP ^AJuice Bars within the Development Area specified in the Agreement. "Development Area" means the geographic area more fully described in Exhibit A to the Development Agreement by means of a map. "Development Area" does not include sites in hotels, airports, sports arenas, train stations, casinos, theme parks, military installations, movie theaters, grocery stores, or college and university campuses ("Non-Traditional Locations") located within the Development Area's borders. Juice It Up may not operate or grant a franchise to any other person to operate a ^AJuice Bar within the Development Area, except at Non-Traditional Locations. There are no circumstances under which Juice It Up would permit more than one franchisee to operate within a given territory.

A A

Franchise Agreement and Development Agreement

-29-

LOSANGELES 231239v9 62765-00003

Neither the Franchise Agreement, nor Development Agreement, restricts you from advertising or promoting your JUICE IT UP ^AJuice Bar or bars anywhere. However, you may engage only in over-the-counter retail sales at an ^AAccepted Location. You may not undertake catering activities without Juice It Up's prior written consent which may be withheld in Juice It Up's sole discretion.

Under a Development Agreement, unless you individually negotiate and pay for an option or right of first refusal, you will not have any option or right of first refusal to acquire additional franchises either inside or outside your Development Area.

If you participate in the Area Development Structure, Juice It Up will not have the right to compete with you under another trade name or marks by establishing company-owned ^AJuice Bars or authorizing a third party to establish ^AJuice Bars within your Development Area or by selling similar products through another channel of distribution within your Development Area. ^A

If you participate in the Area Development Structure, to maintain your exclusive right to develop your Development Area under the Development Agreement, you must be in Good Standing under your Development Agreement and each of your Franchise Agreements and you must meet your Development Schedule under the Development Agreement . If you fail to meet these conditions, Juice It Up may temporarily suspend your right to expand until you are in good standing in regard to your operational stores. If you fail to cure defaults in meeting your Development Schedule within the cure period allowed under the Development Agreement, Juice It Up may terminate your Development Agreement.

If you fail to cure other curable defaults under your Development Agreement or commit incurable defaults under your Franchise Agreement, Juice It Up may terminate your Franchise Agreement. There are no other circumstances under which Juice It Up may modify your territorial rights.

13. TRADEMARKS

Registration No.

Description of Mark

Principal or

Supplemental

Registration Date

2,210,602

Principal

December 15, 1998

-30-

LOSANGELES 231239v9 62765-00003

Registration No.

Description of Mark

Principal or

Supplemental

Registration Date

2,857,440

JUICE IT UP

Principal

June 29, 2004

2,857,441

JUICE IT UP!

Principal

June 29, 2004

2,868,682

Principal

itei lite jtfiMi

August 3, 2004

2,903,470

Principal

November 16, 2004

2,920,735

-iW

47^

Principal

November 2, 2004

2,905,129

Principal

Pjjncifial

November 23, 2004

D_ecem,ber 27. 2005

Juice It Up is the registered owner of Registration No. 2,210,602, and the applicant for the pending trademark applications described above.

There is no currently effective determination of the Patent Office, the trademark administrator of any state or any court, or any pending interference, opposition, or cancellation proceeding, or any pending material litigation involving the Marks. No agreements limit the rights of Juice It Up to use or license the use of the Marks.

-31-

LOSANGELES 231239v9 62765-00003

jv^u (JCJI _lI4_,

li 11-111

Juice It Up is not aware of any infringing uses presently occurring as to any Mark it will license to you.

Under the Franchise Agreement, you agree to notify Juice It Up immediately in writing if you become aware of any unauthorized use of Juice It Up's Trade Name, Marks, or System or of any claim of rights to a mark identical or similar to any of the Marks. You will promptly notify Juice It Up in writing of any claim, demand, or suit against you or against your principals in connection with your use of the Trade Name, Marks, or System. There is no requirement in the Franchise Agreement that Juice It Up indemnify or defend you in any action or proceeding arising from or in connection with any such claim, demand, or suit. If Juice It Up does intervene on its own behalf or acts to defend you in any such action, you agree that Juice It Up may select legal counsel and has the right to control the proceedings.

There is no requirement in the Franchise Agreement that Juice It Up takes affirmative action to protect the Trade Name, Marks, or System when notified of any unauthorized use of Juice It Up's Trade Name, Marks or System. You do not have the right to make any demand against any alleged infringer or to prosecute any claim of any kind or nature whatsoever against any alleged infringer for or on account of any infringement. Juice It Up has invested substantial time, energy, and money in the promotion and protection of its Trade Name and other Marks as they exist on the Start Date. It has no present intention of altering them. However, Juice It Up recognizes that rights in intangible property such as the Trade Name and Marks are often difficult to establish and defend and that changes in the cultural and economic environment within which the System operates or third-party challenges to Juice It Up rights in the Marks may make changes in the Trade Name and Marks desirable or necessary. Juice It Up therefore reserves the right to change its Trade Name and Marks and the specifications for each when Juice It Up believes that such changes will benefit the Franchise Network. If this occurs, Juice It Up will do everything possible to minimize the cost to you of making the changes. You agree that you will promptly conform, at your own expense, to any such changes.

14. PATENTS, COPYRIGHTS, AND PROPRIETARY INFORMATION

Juice It Up has not registered any patents or copyrights. It claims common law copyrights for its advertising materials and Manual.

Juice It Up considers much of the information contained in the Manual to be confidential and, accordingly, requires franchisee's Related Parties to sign

-32-

LOSANGELES 231239v9 62765-00003

confidentiality agreements in regard to its contents as well as in regard to specified trade secrets subject to explicit nondisclosure provisions in the Franchise Agreement.

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISED BUSINESS

There is no requirement that you must personally supervise your JUICE IT UP ^AJuice Bar. There is no requirement that your Designated Manager have an equity interest in the ^AJuice Bar. There are no limitations on whom you may hire as a Designated Manager. Your Managers must sign a Nondisclosure and Non-competition Agreement in the form of Attachment 5 to the Franchise Agreement.

However, you or the person you have employed as your Designated Manager must devote all his or her productive time and effort to the management and operation of the JUICE IT UP ^AJuice Bar, in the minimum amount of 40 hours per week. The Designated Manager or another employee who has successfully completed Juice It Up's initial training program must be present at the ^AAccepted Location whenever the ^AJuice Bar is open for business. If Juice It Up, in its sole discretion, determines that a Designated Manager is not properly performing his duties, Juice It Up will advise you and you must immediately take steps to correct the situation. You must keep Juice It Up informed as to the identity of your Designated Manager. Upon the termination of employment of a Designated Manager, you must appoint a successor within 30 days. Any successor Designated Manager must successfully complete the training program conducted by Juice It Up, at your expense, before starting work in the JUICE IT UP Juice Bar.

16. RESTRICTIONS ON WHAT YOU MAY SELL

You must offer and sell all the products and services and only the products and services that Juice It Up has authorized you to provide. We mav change the menu and/or menu format periodically, or from region to region, or authorize tests from region to region or authorize non-uniform regions or juice bars within regions. On receipt of notice from us. you must add, delete or revise the goods and services offered at vour Juice Bar anaoMngJo the instructions contained in the notice. You will have at least 30 davs. but not more than 60 davs. after receipt of notice from us in which to fullv implement anv change. You must cease selling anv previously approved product within 30 davs after receipt of notice that the product is no longer approved. We may impose a monetary fine of up to $1,000 each time, if you do not comply with the standards

-33-

LOSANGELES 231239v9 62765-00003

established by Juice It Up which are intended to provide consistent and uniform products and services to the customer.

Subject to applicable law or a written agreement between vou and us to the contrary, vour JUICE IT UP Juice Bar must be open._aDd_Qperational at least 12 hours per dav. 7 davs per week: provided that vou and we mav agree that vour Juice Bar must be open for longer hours if additional hours are reasonably required to maximize operations and sales.

You must operate the JUICE IT UP Juice Bar in complete compliance with the standards and specifications set out in the Manual. Juice It Up may make changes in these standards and specifications, when, in Juice It Up's reasonable discretion, change is needed for the continued success and development of the Franchise Network. Such changes may necessitate the change or improvement in customer service techniques, the purchase of equipment, signs, menu boards, store upgrades, supplies, furnishings or other goods, completion of additional training by your employees, or other costs to you. You must promptly conform to the modified standards and specifications at your own expense. You must at all times keep your copy of the Manual current by inserting in it revised pages given to you by Juice It Up and deleting superseded pages or exchanging the outdated Manual for a new one, at our option. If there is any dispute as to the requirements of the Manual at any point in time, the terms of the master copy of the Manual maintained by Juice It Up will control.

We mav. on occasion, require you to test market products and/or services at vour JUICE IT UP Juice Bar. You must cooperate with us in conducting these test marketing programs and must comply with all rules and regulations established bv us.

No vending, gaming machines, pavphones. automatic teller machines. Internet kiosks or other mechanical or electrical devices are permitted in vour Juice Bar without our express written consent.

You mav not engage in anv co-branding in or in connection with your JUICE IT UP Juice Bar, except with our express written consent, in......our sole discretion. "Co-branding" includes the operation of an independent business, product line or operating system owned or licensed bv another entity (not usl that is featured or incorporated within the Accepted Location or is adjacent to the Accepted Location and operated in a manner which is likely to cause the public to perceive it to be related to vour JUICE IT UP Juice Bar. An example would be an independent ice cream store or counter installed within vour JUICE IT UP Juice Bar.

There is no restriction on the customers to whom you may sell.

-34-

LOSANGELES 231239v9 62765-00003

17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

The tables below briefly summarize certain important provisions of the franchise agreement and related agreements. You should read the complete provisions in the documents attached to this offering circular.

DEPOSIT AGREEMENT

Provision	Section in Deposit Agreement	Summary
a. Term of the franchise	2	Term is 6 months
b. Renew or extension of the	2	On written approval from Juice It Up at
term		your request before the end of the 6 month term.
c. Requirements for you to	None
renew or extend
d. Termination by you	None
e. Termination by Juice It Up	None
without cause
f. Termination by Juice It Up	^A5	Juice it Up can terminate only if you
with cause		default^A
g. "Cause" defined - defaults	None
which can be cured
h. "Cause" defined - defaults	^A5	Non-curable defaults are
which cannot be cured		misrepresentation in entering into an agreement or failure to sign a franchise agreement within 5 business davs (or DromDtlv followina the exDiration of anv waitina Deriods reauired bv aDDlicable law^ after accepting a site from Juice It Up or obtainina Acceptance of a site vou proposed
i. Your obligations on	None
termination/non-renewal
j. Assignment of contract by	*"13*	No restrictions on our riaht to assian.
Juice It Up
k. "Transfer" by you - definition	None
I. Juice It Up's approval of	*"13*	You mav not assian the Deposit
your transfer		Aareement without our exDress written consent.
m. Conditions for Juice It Up's	None
approval or transfer

-35-

LOSANGELES 231239v9 62765-00003

Provision	Section in Deposit Agreement	Summary
n. Juice It Up's right of first refusal to buy your business	None
o. Juice It Up's option to buy your business	None
p. Your death or disability	None
q. Noncompetition covenants during term of franchise	None
r. Noncompetition covenants after franchise is terminated or expires	None
s. Modification of the agreement	*^ALA*	Modification only by agreement of parties
t. Integration/merger clause	*^ALZ*	Agreement is what is written in Deposit Agreement
u. Dispute resolution by arbitration or mediation	None
v. Choice of forum	^ALS	Disputes must be litigated in Orange County, California. Both Juice It Up and you waive the right to a trial by jury-
w. Choice of law	^AL2	California

FRANCHISE AGREEMENT

Provision	Section in Franchise Agreement	Summary
a. Term of the franchise	4.3.1	Term is 10 years
b. Renew or extension of the term	4.3.2	If you meet conditions, you can add two additional 5-year terms
c. Requirements for you to renew or extend	4.3.2	Sign new agreement, remodel, and sign release
d. Termination by you	10.3	You mav terminate onlv if we do not cure a material default within 60 davs after written notice from you
e. Termination by Juice It Up without cause	None
f. Termination by Juice It Up with cause	10.2	Juice it Up can terminate only if you default under vour Franchise Aareement or anv other aareement between vou and Juice It Up. other than solelv for vour failure to meet vour
f. Termination by Juice It Up with cause	10.2	develoDment obliaation under an Area DeveloDment Aareement

-36-

LOSANGELES 231239v9 62765-00003

Provision

Section in Franchise Agreement

Summary

g. "Cause" defined - defaults which can be cured

10.2.2

You have 5 days to cure non-payment defaults; you have 30 days to cure other defaults that can be cured

h. "Cause" defined - defaults which cannot be cured

10.2.2

Non-curable defaults include conviction of felony, misrepresentation in securing franchise, abandonment, repeated defaults, misuse of marks, unapproved transfer, insolvency, competition with Franchise Network

i. Your obligations on termination/non-renewal

10.4

Obligations include complete de-identification, payment of amounts due, honoring option to purchase or lease, assigning phone numbers, and more

j. Assignment of contract by Juice It Up

9.7

May assign to company that expressly agrees in writing to assume our obligations under the Franchise Agreement

k. "Transfer" by you - definition

3.19,9.5

Includes transfer of contract or assets or ownership change

Juice It Up's approval of your transfer

9.2.,9.4

Juice It Up has the right to approve all transfers but will not unreasonably withhold approval

m. Conditions for Juice It Up's approval or transfer

9.4

All defaults must be cured and vou must remodel vour Juice Bar. New franchisee qualifies, transfer fee paid, purchase agreement approved, training undertaken, ^Asigns current franchise agreement. You must sign an exit questionnaire and general release.

With our written consent. ^Avou mav. for convenience of ownership, vou mav transfer vour franchise agreement, if signed bv individuals, to an entity owned bv the same individuals in the same proportional amount of ownership. All persons owning a 10% or more interest in the controlled entity must sion a guaranty, and, at our option, vou and vour affiliates must sion a general release. There is no transfer fee, however, vou must reimburse us for all indirect and indirect costs and expenses incurred in connection with the transfer, including

-37-

LOSANGELES 231239v9 62765-00003

Provision	Section in Franchise Agreement	Summary
		attorney's fees.
n. Juice It Up's right of first refusal to buy your business	9.3	Juice It Up has right to match any offer to buy your business
o. Juice It Up's option to buy your business	10.4	Juice It Up has option to buy your business upon Termination
p. Your death or disability	9.6	Heirs must qualify or have 6 months to Transfer to a qualified buyer
q. Noncompetition covenants during term of franchise	8.6	No involvement in any competing business or attempt to interfere with business relationships of Juice It Up or its franchisees
r. Noncompetition covenants after franchise is terminated or expires	8.6, Attachment 5	No involvement in competing business for 2 years within 5 miles of any JUICE IT UP ^AJuice ^ABar
s. Modification of the agreement	11.4	Modification only by agreement of parties; Manual may change if consistent with Franchise Agreement
t. Integration/merger clause	11.6	Agreement is what is written in Franchise Agreement; other promises cannot be enforced
u. Dispute resolution by arbitration or mediation	None
v. Choice of forum	11.2	Disputes must be litigated in Orange County, California. Both Juice It Up and you waive the right to a trial by jury-
w. Choice of law	11.2	California law applies, except for the provisions respecting non-competition, which are governed by local law.

DEVELOPMENT AGREEMENT

Provision	Section in Development Agreement	Summary
a. Term of the agreement	4.5.1	Term is typically ten years ^A
b. Renew or extension of the term	4.5.2	No right to renew
c. Requirements for you to renew or extend	N/A
d. Termination by you	none
e. Termination by Juice It Up without cause	none
f. Termination by Juice It Up	9.1; 9.2	Causes are unauthorized transfer,

-38-

LOSANGELES 231239v9 62765-00003

Provision	Section in Development Agreement	Summary
with cause		failure to meet development schedule, failure to cure breach of another agreement
g. "Cause" defined - defaults which can be cured	none
h. "Cause" defined - defaults which cannot be cured	none
i. Your obligations on termination/non-renewal	9.3	No further right to develop area^A
j. Assignment of contract by Juice It Up	7.1	Juice It Up has right to assign to assignee which expressly assumes obligations
k. "Transfer" by you - definition	7.3.1.	Assignment of your interest in agreement or any part of it
1. Juice It Up's approval of your transfer	7.3.1	Prior written approval required
m. Conditions for Juice It Up's approval or transfer	7.3.2.	Assignee qualified, assignee assumes obligations in writing; assignee satisfactorily completes training; you are in good standing; assignee not in default; payment of $5,000 fee
n. Juice It Up's right of first refusal to buy your business	7.6	30 days to match offer of 3^rd party
o. Juice It Up's option to buy your business	none
p. Your death or disability	7.4	Results in involuntary transfer
q. Noncompetition covenants during term of franchise	8.1	You may not compete within term
r. Noncompetition covenants after franchise is terminated or expires	8.2	^AAfter the term, you may not compete within Development Area for one year without Juice It Up's consent. ^A
s. Modification of the agreement	11.4	Must be in writing by all parties
t. Integration/merger clause	11.6	Franchise Agreement and UFOC, plus exhibits, constitute whole agreement
u. Dispute resolution by arbitration or mediation	None
v. Choice of forum	11.2	Disputes must be litigated in Orange County, California. Both Juice It Up and you waive the right to a trial by jury.
w. Choice of law	11.2	California law, except that Franchise Investment Law applies only if

-39-

LOSANGELES 231239v9 62765-00003

Provision	Section in Development Agreement	Summary
		independent jurisdiction exists

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

The franchise agreement contains a covenant not to compete which extends beyond the termination of the franchise. This provision may not be enforceable under California law.

Section 31125 of the California Corporations Code requires the franchisor to give the franchisee a special disclosure document before soliciting a proposed material modification of an existing franchise.

The Franchise Agreement provides for termination upon bankruptcy. A provision in a franchise agreement that Terminates the franchise upon bankruptcy of the franchisee may not be enforceable under Title 11, U.S. Code § 101.

Under California law, in a regional shopping center located in a city with a population under 60,000 in a county of the first class, a franchise can be relocated within the regional shopping center with the consent of the franchisee and the management of the regional shopping center or the franchisor and the management of the regional shopping center (Stats 1980, ch 1355, § 5). This law will prevail over any contrary provision in a franchise agreement.

The franchise agreement requires the franchisee to sign a general release of claims as a condition of relocation, transfer, or renewal of the franchise. California Corporations Code Section 31512 says that a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516) is void. Business and Professions Code Section 20010 says that a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections 20,000 through 20,043) is void.

Neither the franchisor, nor any person or franchise broker identified in Item 2 of this offering circular is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling the person from membership in the association or exchange.

-40-

LOSANGELES 231239v9 62765-00003

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

These states have statutes which may supersede the Franchise Agreement in your relationship with Juice It Up, including the areas of termination and renewal of your franchise: 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 (815 ILCS 705/19 and 705/20), INDIANA (Stat. Section 23-2-2.7), IOWA (Code Section 523H. 1-523H.17), MICHIGAN (Stat. Section 19.854(27)), MINNESOTA (Stat. Section 80C.14), 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 13.1-517 -13.1-574), WASHINGTON (Code Section 19.100.180) WISCONSIN (Stat. Section 135.03). These and other state court decisions may supersede the Franchise Agreement in your relationship with Juice It Up, including the areas of termination and renewal of your franchise, but we reserve the right to challenge the applicability and enforceability of these laws.

18. PUBLIC FIGURES

Juice It Up does not use any public figure to promote its franchise.

19. EARNINGS CLAIMS

Juice It Up does not furnish or authorize its salespersons to furnish any oral or written information concerning the actual or potential sales, costs, income or profits of a JUICE IT UP ^AJuice Bar. Actual results vary from business to business and Juice It Up cannot estimate the results of any particular franchise.

-41-

LOSANGELES 231239v9 62765-00003

20. LIST OF JUICE BARS

JUICE BAR STATUS SUMMARY ON DECEMBER 31, ^A2005. DECEMBER 31. 2004 AND DECEMBER 31, 2003^A

State	Transfers	Cancelled or Terminated	Not Renewed	Reacquired By Franchisor	Left the System - Other	Total From Left	Operating at Last Year End*
Arizona							1/0/0
California	l/8/4^A	1/1/^AI		Q/0/1^A		lZ/9/6^A	SJi65/40^A
Florida		^A0/l/0				^A0/li0	^A2/112
Louisiana		^A0/1L0				^A0/li0	0/^AQ/1
Maryland		Q/0/1^A				0/0/1^A	0/0/^AQ
North Carolina	QJ)/1^A	^A0/li0				Q/1/1^A	0/^Afl/1
New York							1/^Al/0
Tennessee							HM
Texas		^A0/l/0				^A0/l/0	0/0/0
Washington	A					A	2/^A2/1
Total	lS/8/5^A	U5I^A2	0/0/0	Q/0/1^A	0/0/0	1Z/13/8 A	SJ/69/45^A

* This chart includes 7 Juice It Up ^AJuice Bars (5 in California, 1 in ^ATennessee and 1 in Washington) that operate pursuant to a Juice It Up License Agreement, which is substantially different from the form of Franchise Agreement offered by this Offering Circular.

-42-

LOSANGELES 231239v9 62765-00003

JVI STORE STATUS SUMMARY ON DECEMBER 31, ^A2005. DECEMBER 31, ^A2004 AND DECEMBER 31, 2003

State	Closed	Opened	Juice Bars Operating at Year End^A
California	0/^A0l	^A0/^Ali0	1/^A1/^AQ
A			A
Totals	0/^A0Zl	^A0/^Al/0	1/1/0^A

PROJECTED OPENINGS AS OF DECEMBER 31, ^A2QQ5 FOR FISCAL YEAR ENDING DECEMBER 31, ^A2006

State	A		Franchise Agreements Signed But Store Not Open		Projected Franchised New Stores in the Next Year		Projected ^AJVi Owned Openings in Next Year
Arizona	A		^A5		^AS		A
California	A		^A22		^A42		^A5
^AFlorida	A		A		^A2		A
^ANevada	A		^Aa		^A4		A
Texas	A		A		^Al		^Ai
A		A		A		A		A
Total	A		^AiZ		^A5S		^Afi

Attached to this Offering Circular as Exhibit D-1 is a list of the names of all franchisees under franchise agreements with Juice It Up with the addresses and phone numbers of each of their ^AJuice Bars.

Attached to this Offering Circular as Exhibit D-2 is the name and last known home address and telephone number of each franchisee whose JUICE IT UP franchise has, during the most recently completed fiscal year been Terminated, canceled, not renewed, or who has otherwise voluntarily or involuntarily ceased to do business under the franchise agreement or who has not communicated with Juice It Up during the past ten weeks.

-43-

LOSANGELES 231239v9 62765-00003

21. FINANCIAL STATEMENTS

Attached are audited financial statements dated December 31, ^A2005. December 31, ^A2Q04. and December 31, ^A2003.

22. CONTRACTS

DEPARTMENT OF CORPORAT

fi MAR 3 0 2006 3

SACRAMENTO OFFICE

^AkLX>eposit Agreement^

C-2 Franchise Agreement^A

C-3 Development Agreement ^A

C-4 Letter of Intent for an Area Representative Agreement ^A

C-5 Confidentiality Agreement^A

Q3. General Release

Q=l Sublease

23. RECEIPT

Attached, as the last page of this Offering Circular (Exhibit E), is a Receipt. Please sign it and return it to Juice It Up. A duplicate of the Receipt is also attached for your records.

-44-

LOSANGELES 231239v9 62765-00003

The Free Franchise Resource Center

UFOC

Sample UFOC