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Sample UFOC

FRANCHISE OFFERING CIRCULAR

a Texas corporation ^ G,

Houston, lexas //uo:w

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Telephone: (713) 780-36#⁾a/Tm_em

MARBLE SLAB CREAMERY

a Texas corporation 3100S. Gessner, Suite 305

Houston, Texas 7706^ _ WR 2 J

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www.marbleslab.com los ^ .. ^^0rPQr^n

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The franchised business is a distinctive retail ice cream store that operates under the Marble Slab Creamery® trade name. Our stores feature a superior grade of ice cream that customers can order in combination with nuts, fruit and other "mixins" that are blended into the ice cream on a chilled marble or granite slab. Our stores also offer home baked cones, frozen yogurt and soft drinks; some offer baked goods and gourmet coffee drinks.

The total amount you pay us in fees and for required purchases before your first store opens ranges from $34,425 to $34,550, including an initial franchise fee of $32,000. The initial franchise fee for later stores declines in stages from $28,000 to $22,000. The estimated initial investment ranges from $225,275 to $375,675. This sum does not include acquisition costs or rent for the business location.

Risk Factors:

1. AS OF DECEMBER 31. 2005, WE HAD $1,841.657 IN CURRENT ASSETS AND $3.558.361 IN CURRENT LIABILITIES. THIS MEANS FOR EVERY DOLLAR DUE WITHIN ONE YEAR WE HAD ONLY $.52 IN CURRENT ASSETS. THIS WAS DUE IN LARGE MEASURE TO $3,075.849 WE HAD IN DEFERRED FRANCHISE FEE REVENUE. WITHOUT THIS OUR TOTAL CURRENT LIABILITIES WOULD ONLY HAVE BEEN $482,512. SINCE OUR INCEPTION, WE HAVE LOST Sl.566.232 (NET OF STOCKHOLDER DISTRIBUTIONS) CAUSING US TO HAVE A DEFICIT NET WORTH OF $1,480,732.

2. THE FRANCHISE AGREEMENT PERMITS YOU TO SUE AND ARBITRATE WITH US ONLY IN TEXAS. OUT OF STATE LITIGATION AND ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO SUE US OR ARBITRATE WITH US IN TEXAS THAN IN YOUR HOME STATE.

3. THE FRANCHISE AGREEMENT STATES THAT TEXAS LAW GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

4. THE FRANCHISE AGREEMENT REQUIRES BINDING ARBITRATION. THE ARBITRATION WILL OCCUR AT HOUSTON, TEXAS WITH THE COSTS YOU INCUR BEING BORNE BY YOU. THIS PROVISION MAY NOT BE ENFORCEABLE UNDER YOUR STATE'S LAW.

5. THE FRANCHISE AGREEMENT REQUIRES THAT ANY LITIGATION WILL OCCUR IN HOUSTON, TEXAS WITH THE COSTS YOU INCUR BEING BORNE BY YOU. THIS PROVISION MAY NOT BE ENFORCEABLE UNDER YOUR STATE'S LAW.

6. THERE MAY BE OTHER LAWS IN YOUR HOME STATE THAT EFFECT THIS OFFERING, SOME OF WHICH ARE HIGHLIGHTED IN THE FOLLOWING PAGES IN THE FORM OF STATE-SPECIFIC ADDENDA TO THIS OFFERING CIRCULAR.

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7. THERE MAY BE OTHER RISKS IN BUYING AND OWNING A MARBLE SLAB CREAMERY FRANCHISE.

Information comparing franchisors is available. Call your local state agencies or your public library for sources of information.

Registration of this franchise by a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you leam that anything in this Offering Circular is untrue, contact the Federal Trade Commission and your local state agencies.

Date of Issuance: See the following FTC Cover Page and the State Registrations Page for the Date of Issuance and State Effective Dates

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FRANCHISE OFFERING CIRCULAR

FOR PROSPECTIVE FRANCHISEES REQUIRED

BY THE FEDERAL TRADE COMMISSION

MARBLE SLAB CREAMERY, INC. FRANCHISOR

(a Texas corporation)

3100S. Gessner, Suite 305

Houston, Texas 77063

(713)780-3601 www.marbleslab.com

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.

FEDERAL TRADE COMMISSION

Washington, D.C.

Issuance Date: March 31, 2006

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MARBLE SLAB CREAMERY, INC. STATE REGISTRATIONS

This Offering Circular is registered, on file or exempt from registration in the following states with franchise registration and disclosure laws:

California	Effective date:
Hawaii	Effective date:
Illinois	Effective date:
Indiana	Effective date:
Maryland	Effective date:
Michigan	Effective date:
Minnesota	Effective date:
New York	Effective date:
North Dakota	Effective date:
Rhode Island	Effective date:
South Dakota	Effective date:
Utah	Effective date:
Washington	Effective date:
Wisconsin	Effective date:

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TABLE OF CONTENTS

Item Page

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

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

3. LITIGATION...............................................................................................................................2

4. BANKRUPTCY...........................................................................................................................3

5. INITIAL FRANCHISE FEE........................................................................................................4

6. OTHER FEES..............................................................................................................................4

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

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES.......................................9

9. FRANCHISEE'S OBLIGATIONS............................................................................................10

10. FINANCING..............................................................................................................................11

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

12. TERRITORY..............................................................................................................................17

13. TRADEMARKS........................................................................................................................19

14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION.....................................20

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISE BUSINESS...........................................................................................21

16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.............................................21

17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.......................21

18. PUBLIC FIGURES....................................................................................................................25

19. EARNINGS CLAIMS................................................................................................................25

20. INFORMATION REGARDING FRANCHISES OF THE FRANCHISOR.............................27

21. FINANCIAL STATEMENTS....................................................................................................30

22. CONTRACTS............................................................................................................................30

23. RECEIPT...................................................................................................................................30

STATE SPECIFIC ADDENDA

EXHIBIT A FINANCIAL STATEMENTS

EXHIBIT B FRANCHISE AGREEMENT

EXHIBIT C PARTI TABLE OF CONTENTS - MARBLE SLAB CREAMERY MANUAL OF

OPERATING PROCEDURES

PART 2 TABLE OF CONTENTS - MARBLE SLAB CREAMERY MEMO BOOK EXHIBIT D LIST OF FRANCHISEES

EXHIBIT E STATE ADMINISTRATORS

EXHIBIT F AGENTS FOR SERVICE OF PROCESS

EXHIBIT G GENERAL RELEASE

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MARBLE SLAB CREAMERY, INC.

FRANCHISE OFFERING CIRCULAR FOR

MARBLE SLAB CREAMERY FRANCHISES

ITEM1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

Marble Slab Creamery, Inc., its Predecessor and Affiliates. Marble Slab Creamery, Inc. offers the franchises we describe in this Offering Circular. For simplicity, we refer to Marble Slab Creamery, Inc. as "Marble Slab," or by a first person plural pronoun ("we", "us" and "our"). "You" means the individual or business entity (corporation, partnership, etc.) that buys a franchise. Except for sole proprietorships, "you" does not include a business entity's owners.

Marble Slab is a Texas corporation with its home office at 3100 S. Gessner, Suite 305, Houston, Texas 77063. We were incorporated on April 16, 1986 under the name Rohan, Inc. in anticipation of acquiring the assets of the Marble Slab Creamery system. We do business under our corporate name and operate one Store under the Marble Slab Creamery trade name. We do not operate or conduct business under any other name. Our agents for service of process are listed in Exhibit F to this Offering Circular.

Marble Slab Creamery, Inc., an unaffiliated company that was originally named Cones N* Cream, Inc., founded the Marble Slab Creamery system in October 1983. We acquired the assets of the Marble Slab system on April 16,1986 and simultaneously changed ourname to Marble Slab Creamery, Inc. Theoriginal Marble Slab Creamery, Inc. maintained its principal offices at 908 Town and Country, Suite 132, Houston, Texas 77024.

Marble Slab's Business and Description of the Franchise. Our only business is the sale and servicing of Marble Slab Creamery franchises and the operation of one Marble Slab Creamery store. We do not engage in or franchise any other line or type of business.

Marble Slab Creamery stores ("Stores") are distinctive retail outlets that operate under the Marble Slab Creamery® trade name. They sell our proprietary brand of superior grade ice cream, which customers can order in combination with nuts, fruit and other "mixins." Store personnel blend the Mixins into our ice cream on a chilled marble or granite slab, which is the centerpiece of our Stores. Stores also offer freshly baked cones, frozen yogurt and soft drinks; some offer baked goods and gourmet coffee drinks.

A Marble Slab franchise entitles you to operate one Store at an approved location. You must operate your Store under the business system and operating procedures we developed, as described in our Operations Manual. You must sell our proprietary brand of ice cream and may only sell other menu items that we specify or approve.

Stores are designed to be located in shopping centers and malls. They typically occupy from 650 to 1,800 square feet of leased retail space. Stores provide limited customer seating, because most customers purchase our products for off-premises consumption. We also encourage our franchisees to offer catering services for parties, school functions, fairs and other short-term events.

Premium grade ice cream and frozen yogurt are "yuppie-driven" products that appeal primarily to adult consumers, ages 25 to 49. These consumers, as well as families with children, make up our primary market. Because Stores sell primarily frozen desserts, their sales are affected by seasonal changes, especially in areas that experience cold, inclement winters. Stores compete with other retail frozen dessert stores and, to a lesser degree, with supermarkets and fast-food outlets that sell frozen desserts.

Stores are subject to various laws that impact the operation of retail businesses generally, but we are not aware of any special industry laws that apply only to Stores. We recommend that you check your state and local laws.

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Prior Business Experience of Marble Slab and Us Predecessor. Our predecessor opened the first Store in October 1983 and began offering franchises in 1984. Ronald J. Hankamer, our President and principal shareholder, purchased one of the original Marble Slab Creamery franchises and opened the third Store in August 1984. We currently operate one Store, which is the original Store our predecessor opened in 1983. We have offered franchises for Stores since we acquired the Marble Slab Creamery system in 1986. Neither we nor, to our knowledge, our predecessor has offered franchises in other lines of business. We do not have any affiliates.

ITEM 2 BUSINESS EXPERIENCE

Management.

Ronald J. Hankamer President and Sole Director

Mr. Hankamer has served as our President and only Director since our formation in 1986. He purchased a Marble Slab Creamery franchise in 1984, acquired the assets of the Marble Slab Creamery system through us in 1986 and has been associated with the Marble Slab Creamery system ever since. Between 1972 and 1982, Mr. Hankamer served as a managing partner of Southwest Inns, Ltd., where he had primary operations responsibility for eight franchised Holiday Inn hotels in Texas, including their food operations. Mr, Hankamer's duties as managing partner included site selection, planning, design, construction, marketing and ongoing operations of the hotel facilities.

Michael C. (Chris) Dull Vice President of Franchise Development

Mr. Dull joined us as Development Coordinator in September 1996. He was promoted to Franchise Director in February 1998 and to Vice President of Franchise Development in January 2000. Mr. Dull holds a Texas real estate salesperson's license and a B.S. degree in education from Baylor University.

Richard A. Hankamer Vice President of Operations. Secretary and Treasurer

Mr. Hankamer joined us as a Field Representative in October 1995. He was promoted to Director of Operations in April 1997 and to Vice President of Operations in September 1998. Mr. Hankamer holds a BBA in Management from the University of Texas at Austin.

Franchise Brokers. We do not employ franchise brokers. We do not grant subfranchises, and there are no subfranchisors of the Marble Slab Creamery concept.

ITEM 3 LITIGATION

On May 1,2000, Carousel's Creamery, L.L.C. ("Carousel's"), a Louisiana limited liability company, one of our franchisees, filed suit against us in the 215^th Judicial District Court of Harris County, Texas. The suit was styled Carousel's Creamery, L.L.C. v. Marble Slab Creamery, Inc. (Cause No. 2000-22503). Carousel's alleged, among other claims, that we engaged in fraud, misrepresentation and deceptive trade practices in connection with the sale of franchises to Carousel's. We filed an answer denying Carousel's allegations, as well as a counterclaim in which we sought to recover delinquent royalties and advertising fees. The pleadings did not indicate the amount of damages or other relief Carousel's sought, but at trial, Carousel's attempted to establish damages in excess of $1,000,000. The suit was tried before a jury in February 2002. On February 8,2002, the jury returned a verdict against Carousel's on all counts, determining that Carousel's should receive no damages or other relief. The jury also returned a verdict in our favor on our counterclaim for $55,000, plus attorneys' fees of $225,000. The court entered judgment on the verdict and Carousel's appealed to the First Court of Appeals in Houston, Texas. In January 2004, the Court of Appeals

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affirmed the trial court's judgment on all except one point, that the trial court should have submitted the question of negligent misrepresentation to the jury instead of ruling as a matter of law that no such misrepresentation occurred. In July 2004, we filed a petition for review of the Court of Appeals' decision with the Texas Supreme Court, and on February 11, 2005 the Supreme Court agreed to hear our appeal. Before we submitted our appeal brief, we and Carousel's settled and dismissed all claims. See the fourth following paragraph.

In February 2001, we filed a collection suit in the 215^th Judicial District Court of Harris County, Texas, against Cryjac Holdings, L.L.C. ("Cryjac"), a franchisee of ours, and its principals in which we seek to collect delinquent royalties and advertising fees. The suit is styled Marble Slab Creamery, Inc. vs. Cryjac Holdings, L.L. C. (Cause No. 2001 -06391). In January 2002, Cryjac filed a counterclaim and third party action for damages in an amount the counterclaim does not specify in which it alleged, among other claims, that we engaged in fraud, misrepresentation and deceptive trade practices in connection with the sale of franchises to Cryjac, and that we infringed the exclusive territory of one of Cryjac's Stores by permitting another franchisee to open a Store 5.5 miles away. Before either side conducted a significant amount of discovery, we and Cryjac settled and dismissed all claims. See the third following paragraph.

On January 31, 2003, we were served in a lawsuit that five former franchisees and their principals filed against us on September 17,2002 in the 215^th Judicial District Court of Harris County, Texas. The suit is styled Houma Creamery, Inc. et al v. Marble Slab Creamery, Inc. (Cause No. 2002-47650). The Houma plaintiffs allege that we engaged in fraud, misrepresentation and deceptive trade practices in connection with the sale of franchises to them. They seek compensatory damages in excess of $10,000,000, statutory damages under the Texas Deceptive Trade Practices Act, punitive damages, and attorneys' fees. On January 23,2003, the Houma plaintiffs amended their petition to include allegations of participation in the fraud against three of our executives, Ronald J. Hankamer, Sr., Richard Hankamer, Michael C. Dull, and against our former attorneys and accountants. Before either side conducted a significant amount of discovery, we and the Houma plaintiffs settled and dismissed all claims. See the second following paragraph.

In July 2004, we were served in a lawsuit that a former franchisee and its principals filed in January 2004 against us and the other defendants named in the Houma suit. The suit was filed in the 129^th Judicial District Court of Harris County, Texas and is styled UB, Inc., et al v. Marble Slab Creamery, Inc., et al (Cause No. 2003-42980). The UB plaintiffs' allegations mirror the fraud, misrepresentation and deceptive trade practices claims alleged in the Carousel's, Cryjac and Houma suits. They seek compensatory damages in excess of S10,000,000, statutory damages under the Texas Deceptive Trade Practices Act, punitive damages and attorneys' fees. We filed an answer denying the UB plaintiffs' allegations on July 26,2004. Before either side conducted a significant amount of discovery, we and the UB plaintiffs settled and dismissed all claims. See the following paragraph.

In July 2005, we resolved all claims with the franchisee claimants (the "Claimants") in each of the lawsuits described above. We agreed to dismiss with prejudice the claims we had asserted against each of the Claimants, and each of the Claimants released us from all claims they had asserted against us. The court dismissed each of the proceedings with prejudice on July 14,2005. Neither we nor any of our executives paid any money to or otherwise compensated any of the Claimants.

Other than these four actions, no litigation must be disclosed in this Offering Circular.

ITEM 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.

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ITEM 5 INITIAL FRANCHISE FEE

All franchisees pay an initial franchise fee of $32,000 for their first franchise. The fee is payable when you sign your Franchise Agreement. No part of the initial franchise fee is refundable under any circumstances.

We charge a lower initial franchise fee for your second and subsequent franchises if you acquire franchises for more than one Store. The following table shows our current schedule of initial franchise fees:

*I i.iiiLhisc Number: Innuhisc 1 ii-**
1	$32,000
2-5	$28,000
6-10	$25,000
11 or higher	$22,000

The initial franchisee fee is uniform within the ranges indicated in the table.

All Stores offer Marble Slab Creamery Gift Certificates, and you must buy a $250 initial supply of these certificates from us before you open your Store. A Store's decor includes interior signs and promotional materials that you must also buy from us for a price ranging from $175 to $300. Payments for Gift Certificates, interior signs and promotional items are not refundable under any circumstances.

You must also purchase a Grand Opening Package from us before you open your Store. The package costs $2,000 and includes banners, brochures and other promotional materials you will need to announce and promote your Store's grand opening. The payment for the Grand Opening Package is not refundable under any circumstances.

You are not required to pay us any other fees or to buy or lease any goods or services from us as a condition to acquiring a Store franchise.

ITEM 6 OTHER FEES

Name of-Fee¹	Amount	Due Bate	Remarks- - ■
Royalry	6% of Gross Sales'*	Weekly (must be postmarked or debited (POS stores) weekly on Tuesday of the week following the week for which the royalty is payable)	Gross Sales includes all revenues your Store receives (including catering revenues), but excludes sales tax, coupon credits and employee discounts.
Advertising Fund contributions	2% of Gross Sales²	The same time as the royalty	Franchisees can vote to increase the contribution rate above 2% of Gross Sales. See "Advertising" in Item 11.
Local advertising cooperative contributions	Up to 1% of Gross Sales
Renewal fee	20% of the then current initial franchise fee for a first Store franchise	When you sign your renewal Franchise Agreement

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'>'■ '.■: Name of Fee¹	Amount	Due Date	Remarks
Supplemental and refresher training	Currently $ 150 per day, plus transportation and expenses	Within 15 days after billing	We do not charge tuition for the initial training we provide to the staff of your first Store. You must take responsibility for training the staff of any additional Stores you open.
Interest on late payments	Prime rate plus 2%, or the maximum lawful rate permitted by Texas law, whichever is lower.	On demand	Interest accrues from the day after the due date through the date of payment.
Website development and maintenance	Up to $25 per month	Quarterly	This obligation relates to the Marble Slab Website. If you want to maintain pages on our Website that promote your Store, you must also pay to design and maintain your pages.
Intranet development and maintenance	Up to $25 per month	Quarterly	We plan eventually to develop a system through which Store operators can communicate with us and each other via the Internet. Such a system is called an Intranet.
Insurance^¹	As provided in the Operations Manual; we currently require general and automobile liability insurance of $1 million per occurrence, $2 million aggregate, and a $2 million umbrella.	Before your Store opens and before each policy renewal date	You must buy your insurance from a company with a Best's rating of A/VIII or better.
Transfer fee	$5,000	Time of transfer
Relocation fee	50% of the then current initial franchise fee for a first Store	When we approve a relocation of your Store
Indemnification	Unlimited	On demand by us	You must indemnify us and our affiliates from liability for any claim based on or arising from your operation of your Store or your use of the Marble Slab Website or Intranet.
Audit fees⁴	Cost of audit, including travel, meal and lodging expenses of auditor.	On receipt of invoice	You pay an audit fee only if you have understated any year's annual Gross Sales by 3% or more.

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. Name of Fee'	Amount	Due Date	Remarks
Liquidated Damages³	Weekly royalty of 150%	On demand by us	Applies in the event of a breach
	of royalties you were		of the confidentiality,
	otherwise obligated to		noncompetition and transfer
	pay for continued use of		covenants of the Franchise
	Marks and/or System;		Agreement.
	weekly fee of 10% of
	competing operation's
	revenues throughout
	remaining term of
	franchise or covenant for
	breach of noncompetition
	provisions; a sum equal
	to the royalties we would
	otherwise have received
	during the remaining term of the franchise, discounted to present value for breach of transfer provisions.

Notes:

Except for contributions to an advertising co-operative and insurance premiums, you pay all fees and other continuing payments to us. We refund no fees or other continuing payments. The table shows the fees that apply under our current Franchise Agreement. We may charge different fees, higher or lower, under future generations of the Franchise Agreement.

² If you operate more than one Store, you pay a lower royalty rate for all your Stores. The following table shows our current royalty rate structure. For a Store to be considered yours for purposes of the royalty rate, you must hold the franchise in your own name or own at least a majority equity interest in the entity that holds the franchise. The royalty rate depends on the number of Stores you are actually operating; if you close or transfer the franchise for a Store, your royalty rate on your remaining Store(s) may increase.

Number of Stores (>pen	K(i\:i1t> Kalufoi Ml nf^ out Mons
1	6%
2-5	5'/₂%
6-10	4'/₂%
11 or more	4%

If you fail to report Gross Sales for any time period, we will calculate your royalty and other periodic payments based on Gross Sales on the basis of 150% of Gross Sales for either (i) the last time period in which you reported Gross Sales or (ii) the time period during the immediately preceding calendar year, whichever is greater, and will draft your bank account accordingly. Adjustments in the royalties and other payments actually due will be calculated and settled within 10 days after you furnish the required Gross Sales information.

³ Neither we nor any of our affiliates sells insurance.

⁴ We estimate that our audit related expenses may range from between $2,000 and $4,000 depending upon your location and the length of time required to complete the audit.

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⁵ If after (1) the expiration of the franchise in accordance with Section 11 of the Franchise Agreement, or (2) the termination of the franchise by us in accordance with Section 17 of the Franchise Agreement, you continue to use any of the Marks or element of the System in connection with the continued operation of the Store or otherwise, then, in addition to any other remedies available to us at law or in equity, we will be entitled to collect from you, and you agree to pay a weekly royalty for the use of the Marks and/or the System equal to 150% of the royalties that you would otherwise have been obligated to pay under Section 10 of the Franchise Agreement.

If you unilaterally repudiate and surrender the franchise before the expiration of its term and, within 24 months after the date of termination, directly or indirectly commence operation of a quick service food business that serves ice cream as a primary menu item, then, in addition to any other remedies available to us at law or in equity, we will be entitled to receive throughout the entire remaining term of the franchise, and you agree to pay, a weekly fee equal to 10% of the competing operation's revenues, measured in accordance with the definition of Gross Sales in the Glossary attached to the Franchise Agreement.

If you directly or indirectly open or participate in the ownership or operation of a business in violation of the covenant not to compete expressed in Section 19 of the Franchise Agreement, then, in addition to any other remedies available to us at law or in equity, we will be entitled to receive throughout the term of the covenant, and you agree to pay, a weekly fee equal to 10% of the competing operation's revenues, measured in accordance with the definition of Gross Sales in the Glossary attached to the Franchise Agreement.

If you dispose of the Store's operating assets or premises in violation of Section 7(d)(28) of the Franchise Agreement and the purchaser refuses to sign a Franchise Agreement for the continued operation of the Store as a Marble Slab Creamery Store, then, in addition to any other remedies available to us at law or in equity, we will be entitled to receive, and you agree to pay, a sum equal to the royalties we would otherwise have received during the remaining term of the franchise, discounted to present value. In calculating the royalties we would otherwise have received, you will be deemed to have earned annual Gross Sales for the balance of the franchise term equal to (i) one third of the Store's Gross Sales for the 36 months preceding the date on which the disposition occurs or, (ii) if the Store has operated for less than 36 months at the time the disposition occurs, an amount determined by dividing the Store's aggregate Gross Sales during the entire period it operated by the number of full months the Store operated, and multiplying the result by 12.

ITEM 7 INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT FOR A STORE

1 .,	Actual or Estimated High⁽ⁱ⁾	Actual or Estimated *Low"**	Method of Payment	When Due	Payable To Whom
Initial Franchise Fee⁽²⁾	$32,000	$22,000	Lump Sum	On signing the Franchise Agreement	Marble Slab
Leasehold improvements³	$195,000	$88,000	Per contract terms	During construction and at completion	General contractor
Equipment	$85,000	$65,000	Per contract terms	Per contract terms	Approved suppliers

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I	Actual or Estimated *High"**	Actual or Estimated Low^(l>	Method of Payment	When Due	Payable To Whom
Inventory	$5,000	$5,000	Per vendor terms	Before opening	Designated dairy and approved suppliers
Signs^{4)	$12,000	$5,000	Per contract terms	Before opening	Approved sign manufacturer
Small equipment and supplies	$20,100	$20,100	Per contract	Before opening	Approved suppliers
Architectural and legal fees	$9,800	$5,000	Per contract	Per contract	Architects and attorneys
Security and utility deposits	$3,400	$1,800	Lump sum	Per contract	Landlord and utility companies
Grand Opening Package	$2,000	$2,000	Lump sum	Before opening	Marble Slab
Additional Funds/Working Capital - 3 months⁽⁶⁾	$11,375	$11,375	As incurred	As incurred	Varies
Total⁽⁷⁾	$375,675	$225,275

ENDNOTES FOR INVESTMENT SUMMARY

¹ The amount shown for the initial franchise fee is actual; all other amounts represent estimates, based on experiences our franchisees have reported. The summary does not include real estate acquisition costs (either purchase or lease). These costs vary significantly from locale to locale, and your initial cash outlay will depend on whether you choose to purchase or lease the site for your Store and whether you choose to locate the Store in a strip shopping center or a mall.

² See Item 5 for the schedule of initial franchise fee.

³ Stores are typically located in strip shopping centers or shopping malls and range in size from 650 to 1,800 square feet. Any location you lease will have to be built out to our specifications. The amounts presented in the table for leasehold improvements contemplate a landlord finish-out allowance of $ 12,000 to $30,000. The allowance, if any, that you negotiate with your landlord maybe higher or lower. Mall locations are typically more expensive to build-out than strip center locations, so leasehold improvement expenses in an enclosed mall location may be higher.

⁴ Municipal code and lease restrictions on signage may increase the cost of your signs.

⁵ Assumes a lease deposit equal to one month's rent. Utility deposits vary from locale to locale.

⁶ These figures assume you will need the indicated amounts for rent, utilities, wages, inventory purchases, employee training, insurance premiums, debt service, legal and accounting fees and other expenses during the initial phase of your Store's operation, which we estimate to be three months. Includes salary, travel, lodging, meal and incidental expenses for one person to attend our required training program, and the pre-opening wages of hourly employees. You may incur additional expenses in starting up your Store. Your actual costs will depend on a number of factors, including local economic conditions, the time of year in

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which you open, prevailing wage rates, your own business skill and experience, and the level of your sales during the initial phase of your Store's operation.

⁷ We have relied on our 19 years' of experience in developing ice cream stores in arriving at our cost estimates. The estimates are, however, only estimates that, by their nature, may change and may vary from location to location. You should carefully review these figures and compare them with information you obtain from local sources, and then discuss your findings with a business or legal advisor before you make a decision to purchase a Marble Slab Creamery franchise.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Marble Slab Creamery Gift Certificates have proven to be a particularly effective way to increase the frequency of customer visits and to generate new Store customers. You must offer our Gift Certificates in your Store, and you must purchase your certificates from us. You must also purchase some of your interior Store signs, some promotional materials and a grand opening package from us. We derive income from the sale of Gift Certificates, interior signs, promotional materials and grand opening packages to franchisees. For the fiscal year ended December 31,2005, we recognized income of $225,741 from the sale of these items to franchisees, which represented approximately 3.4% of our total revenues for the year of $6,716,520.

We have licensed several regional dairies to manufacture the base mix from which Marble Slab Creamery® brand ice cream is made. These dairies have pledged to use the grade and quality of milk and other ingredients that we specify, thereby ensuring the premium grade quality of our ice cream. You must buy your base mix from a licensed dairy, most likely the one nearest your Store. We also designate by brand name certain of the flavorings and other ingredients you must use in preparing your ice cream and bakery products. Also, there is only one supplier from whom you may purchase your POS system, your menu board and various miscellaneous supplies. See "Computer Hardware and Software" in Item 11 for information about the POS system. We do not receive any license fees, rebates, other compensation or concessions from any dairy or other supplier. We estimate that the cost of required purchases will account for approximately 3.5% to 6.0% of the cost to establish your Store and approximately 22% of your ongoing operating expenses.

You are not required to purchase any other goods or services from us or a source we designate. You must, however, purchase your equipment, fixtures, signs, inventory and supplies from suppliers that we have approved. We impose this requirement both to ensure that our franchisees purchase and use products that satisfy our quality and durability standards and to enhance our bargaining position with suppliers who want to deal with Store operators. We have no ownership affiliation with any approved supplier, and we do not receive any revenue or other material consideration on account of your purchases from any approved supplier.

We developed the standards and specifications for the goods and services that Stores must use through years of experience in operating Company-owned stores and through research and testing in both Company-owned and franchised Stores. We communicate our standards and specifications directly to suppliers who wish to seek our approval of their products or services. At present, we only communicate to franchisees the brand names of approved products and services and the names of approved suppliers. We communicate this information through our Operations Manual (including periodic bulletins) and during Store inspections by our field representatives.

All approved suppliers must meet our standards and specifications and must, in our estimation, have a reputation for fair pricing and reliable customer service. When a franchisee proposes a new supplier, or a new supplier approaches us, we conduct our own investigation of the supplier and our own evaluation of its product or service. We usually complete our investigation and either approve or reject the supplier in writing within 30 days. We do not impose a fee for evaluating or approving suppliers, and we reserve the right to revoke any previously granted approval at any time. Revocation would mean that franchisees could no longer purchase from a supplier we have disapproved.

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Whenever reasonably possible, we negotiate pricing arrangements on behalf of our franchisees with our suppliers. In many cases this practice enables our franchisees to benefit from volume discounts. Volume discounts may not be available to Stores located in outlying markets that a particular supplier does not serve in significant volume. For example, we have established a purchasing arrangement with the UniPro Multi-Unit Group, from which franchisee may purchase dry, frozen and refrigerated food, paper supplies, proprietary printed items, syrups and flavorings, janitorial supplies and the brand of frozen yogurt our stores serve. We do not receive any rebates or revenues for purchases made by our franchisees under this purchasing arrangement.

We have no plans to offer you any material benefits when you buy from a designated or approved supplier. We have no purchasing or distribution cooperatives serving our franchise system.

ITEM 9 FRANCHISEE'S OBLIGATIONS

The following table lists your principal obligations under the Franchise Agreement. The table will help you find more detailed information about your obligations in the Franchise Agreement and in other items of this Offering Circular.

Obligation	§ in Franchise Agreement	Item in Offering Circular
a. Site selection & acquisition/lease	Franchise Agreement: §7(b)	Item 11
b. Pre-opening purchases/leases	Franchise Agreement: §§7(d)(l), 7(c)	Items 7 and 8
c. Site development & other pre-opening requirements	Franchise Agreement: §§7(c), 7(d)	Items 7, 8 and 11
d. Initial & ongoing training	Franchise Agreement: §§7(d)(3), 7(d)(7), 7(d)(9)	Items 6 and 11
e. Opening	Franchise Agreement: §7(d)(5)	Item 11
f. Fees	Franchise Agreement: §§3, 8(a), 8(b) 8(c), 9(a)(3), 9(b)(4), 10(a), 13(b)(ll)	Items 5, 6 and 11
g. Compliance with standards and policies/Operations Manual	Franchise Agreement: §§5, 7(d), 11	Items 11 and 15
h. Trademarks and proprietary information¹'²	Franchise Agreement: §§7(d)(12), 7(d)(15),7(d)(28),12	Items 13 and 14
i. Restrictions on products/services offered	Franchise Agreement: §§2(c), 7(d)	Items 8 and 16
j. Territorial development and sales quotas	Franchise Agreement: §4	Item 12
k. Ongoing product/service purchases	Franchise Agreement: §7(d)(6)	Item 8
1. Maintenance, appearance and remodeling requirements	Franchise Agreement: §§7(d)(l), 7(d)(2), 7(d)(16),7(d)(17), 7(d)(18), 11(b)(3)	Item 17
m. Insurance	Franchise Agreement: §7(d)(26)	Item 6

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Obligation	§ in Franchise Agreement	Item in Offering Circular
n. Advertising	Franchise Agreement: §7(d)(12), 7(d)(13), 8	Items 6 and 11
o. Indemnification²	Franchise Agreement: §7(d)(27)	Item 6
p. Owner's participation/ management/staffing	Franchise Agreement: §§7(d)(3), 7(d)(7), 7(d)(9)	Item 15
q. Records and reports	Franchise Agreement: §7(d)(21-23), 7(d)(25)	Item 15
r. Inspections and audits²	Franchise Agreement: §§7(d)(18), ?(d)(24)	Items 6,11 and 15
s. Transfer²	Franchise Agreement: §13	Item 17
t. Renewal	Franchise Agreement: §§11 (b) 11(f)	Item 17
u. Post-termination obligations²	Franchise Agreement: § § 12(a)( 10), 17	Item 17
v. Non-competition covenants²	Franchise Agreement: § § 16(d)( 1), 19	Item 17
w. Dispute resolution²	Franchise Agreement: §24	Item 17

(1) You must ask each supervisor and store manager to sign a confidentiality agreement in a form acceptable to us and enforceable in your state, obligating those who sign to honor the confidentiality restrictions.

(2) If you are a business entity, the Guaranty and Acknowledgment attached to the Franchise Agreement imposes these obligations on each person who owns an equity interest in you.

ITEM 10 FINANCING

We do not offer direct or indirect financing. We will not guarantee your note, lease or other obligation.

Although we offer no financing, we have established relationships with several regional and national banks that are active participants in the federal SBA guaranteed loan program. We also have established relationships with several companies that specialize in franchise financing. At your request, we will introduce you to one of these banks or finance companies. We receive no compensation for introducing franchisees to banks or finance companies.

ITEM 11 FRANCHISOR'S OBLIGATIONS

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

Pre-Opening Assistance. Between the time you sign your Franchise Agreement and you open your Store:

(1) Unless we are already familiar with your market, we will visit the area in which you propose to locate your Store and help you find and informally evaluate potential sites (Section 6(a)(1), Franchise

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Agreement). We will make up to two visits to the area at our own expense. If you request additional or longer visits, you must pay the travel, lodging and meal expenses of the representatives we send.

(2) We will review lease information packets from up to four potential sites that you select for closer examination and help you rank the sites in numerical order (Section 6(a)(2), Franchise Agreement). We reserve the right to exclude from further consideration any site that we consider unsuitable for the location of a Store. After we agree on a ranking with you, we will contact the landlord of the top-ranked site to initiate lease negotiations and will assist you with lease negotiations until you and the landlord either reach an impasse or successfully conclude your negotiations. (If you decide to purchase, rather than lease, a site for your Store, we will not become involved in the purchase negotiations.) If negotiations with the landlord of the top-ranked site reach an impasse, we will repeat the process with the other sites in descending rank until you either conclude negotiation of a lease that is acceptable to you and us, or reach an impasse with the landlord of the lowest-ranked site. If you reach an impasse with the landlord of the lowest-ranked site, we will review additional lease packets that you provide, but reserve the right not to become actively involved in lease negotiations.

(3) When you and a landlord conclude negotiation of a lease that contains terms we consider reasonably satisfactory (including a Lease Rider in substantially the form of Exhibit F to the Franchise Agreement), we will convey our approval of the site by providing you a copy of an Exhibit B to the Franchise Agreement that has the address of the Approved Location and the boundaries of the Trade Area filled in (Section 6(a)(3), Franchise Agreement). The completed Exhibit B that we provide you will become an integral part of the Franchise Agreement. (If you decide to purchase the site, we will provide the required Exhibit B when you submit to us a copy of the purchase contract.)

(4) When you provide us with a photocopy of the entire signed lease for the Approved Location, including exhibits, addenda and riders (or a copy of the deed to the site if you decide to purchase it), we will loan you a sample set of plans and mechanical, electrical and plumbing specifications for a typical Store, which your architect must use as the basis for preparing the construction documents for the Store's build out (Section 6(a)(4), Franchise Agreement). The sample documents will not bear an architect's stamp or otherwise be suitable to satisfy the requirements for a building permit.

(5) After you provide us with a photocopy of the signed lease or recorded deed for the Approved Location, we will furnish you with a list of the furniture, fixtures, equipment and trade dress items that you must install in your Store, together with the names of any suppliers that we have designated or approved (Section 6(a)(5), Franchise Agreement). We will also provide your architect or general contractor information about the sequence of events and procedures that they must follow in building out and equipping your Store.

(6) If the Franchise Agreement covers your first Store, we will provide a training program at our training facility in Houston, Texas. We provide training without tuition charge for you and your Store manager (or for you and one other individual if you will act as the manager) (Section 6(a)(6), Franchise Agreement). You must pay the travel, lodging and incidental expenses that you, the manager and your other designated trainees incur to attend the training program. If the Franchise Agreement covers your second or later Store, we will have no obligation to provide training to you or your manager; you must train your own staff.

The training program lasts 10 days and consists of an in-depth review of our Operations Manual, plus on-the-job training in all procedures necessary to operate a Store. The training course is mandatory for all new franchisees. We provide training for two people without charge. You and your Store manager (or you and one other person if you will act as the manager) must attend the training program. Additional people may attend at your request for an additional charge at a rate we set, but only on a space-available basis. We may require that you or a member of your organization undergo additional training at your expense if, in our reasonable opinion, your personnel need additional training.

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We conduct the training program each time anew franchisee joins the Marble Slab Creamery chain, usually at your convenience. We may schedule the training of more than one new franchisee at a time. The following table provides details of the training program:

Subject	Location/ classes held	Instructional Material	Hours of classroom training	Hours of "on the job" training	Instructor
Personnel	Our corporate office and company Store	Operations Manual	2.5	.5	Parchois, Tesch, Hall, Wheeler, Church or Guthrie
Store Operations	Our corporate office and company Store	Operations Manual	5.5	17.5	Parchois, Tesch, Hall, Wheeler, Church or Guthrie
Sanitation and Equipment	Our corporate Office and company Store	Operations Manual	1.0	9.0	Parchois, Tesch, Hall, Wheeler, Church or Guthrie
Internal Accounting Systems	Our corporate office and company Store	Operations Manual	3.0	3.5	Parchois, Tesch, Hall Wheeler, Church or Guthrie
Ice Cream Manufacturing and Product Preparation	Our corporate Office and company Store	Operations Manual	2.0	26.75	Parchois, Tesch, Hall Wheeler, Church or Guthrie
Suppliers/ Orders	Our corporate Office and company Store	Operations Manual	3.0	1.0	Parchois, Tesch, Hall Wheeler, Church or Guthrie

Nathalie M. Parchois supervises our training program. Ms Parchois joined us as a Field Representative in September 1998, was promoted to Operations Manager in December 2000 and to Director of Operations in March 2002. From 1996 to 1998 she worked as the Food and Beverage Manager for Wyndham Hotels and Resorts in Pittsburgh, Pennsylvania and in Nashville, Tennessee. Before joining Wyndham, Ms. Parchois was a student at the University of Houston, where she earned a degree in Hotel and Restaurant Management in 1996.

Wanda Tesch joined us in February 1997 as a Field Representative. Ms. Tesch gained her management experience in the food service industry during 13-years as Food and Beverage Manager at the Poincianu Golf and Racquet Resort and during five years in a similar position with the Lake Buena Vista Resort. Both Poincianu and Lake Buena Vista are located in Orlando, Florida.

Jack A. Hall, III joined us as a Field Representative in December 1997 and was promoted to Operations Manager in July 2003. His background in the food service industry includes one year's experience with the Hilton Hotel chain as a customer service representative and two years as manager of a Whataburger restaurant. He received a degree in Hotel and Restaurant Management from the University of Houston in 1993.

William G. Wheeler joined us in April 2002 as a Field Representative. His background in the food service industry includes working for Aramark as a food court and catering manager at the Compaq Center in Houston, Texas for 2V₂ years. He was also a service manager for the Houston Yacht Club in Houston, Texas after graduating college. He received a degree in Hotel and Restaurant Management from Texas Tech in 1995.

Alissa Church joined us in May 2002 as a Field Representative. Ms. Church gained her hospitality experience working for Chili's Bar and Grill and The Mason Jar restaurants in Houston, Texas. She received her degree from the University of Houston in Hotel and Restaurant Management in the Spring of 2002.

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Gail Guthrie joined us in January 2003 as a Field Representative. Ms. Guthrie gained her experience in the hospitality industry working for Caesars Palace in Las Vegas, Nevada and as a banquet captain for the Houston Country Club. She received her degree from the University of Houston in Hotel and Restaurant Management in the Fall of 2002.

(7) When you arrive for training, we will loan you one set of the Operations Manual, including an Advertising Kit. (If we are not obligated to provide training, we will loan a set of the Operations Manual to you before your Store opens.) (Section 6(a)(7), Franchise Agreement).

(8) After you satisfactorily complete our training program, we will furnish you lists of the inventory, supplies, paper goods and smallwares needed to stock and operate a Store, together with the names of any suppliers we have designated or approved (Section 6(a)(8), Franchise Agreement).

(9) After you satisfactorily complete our training program, we will introduce you to a dairy that is authorized to produce the base mix from which our ice cream is made and will assist you in establishing an account with the dairy (Section 6(a)(9), Franchise Agreement) (If we are not obligated to provide training, we will not be obligated to provide this introduction unless the dairy that will serve the new Store is not the same as the dairy that serves your other Stores).

Operating Assistance. During the time you operate your Store:

(1) If the Franchise Agreement covers your first Store, we will send training personnel to the Store for approximately six days during the opening period to verify that you are operating in accordance with the Operations Manual (Section 6(b)( 1), Franchise Agreement). If the Franchise Agreement covers your second or a later Store, we will send training personnel to your Store for the amount of time, if any, that we consider adequate.

(2) We will advise and assist you in planning publicity and promotions for the Store's opening (Section 6(b)(2), Franchise Agreement). We will make our staff accessible to your Manager for consultation by telephone, fax and written communication (and by e-mail after we implement an Intranet network). We will periodically visit your Store to conduct QSC inspections, but will not provide routine field supervision (Section 6(b)(3), Franchise Agreement).

(3) We will arrange for the production and distribution of the base mix from which our ice cream is made and of any proprietary flavorings in quantities sufficient to satisfy the Store's reasonable needs (Section 6(b)(4), Franchise Agreement). We will be relieved of any obligations to you under Section 6(b)(4) of the Franchise Agreement if you fail to maintain a satisfactory payment history with the dairy or distributor from which you purchase the base mix or flavorings, or if you become significantly or habitually late in paying royalties or Ad Fund contributions on time.

(4) We will loan you additions and supplements to the Operations Manual as they become available, and will disclose to you additional trade secrets, if any, we develop that relate to the operation of a Store (Section 6(b)(5), Franchise Agreement). We will periodically offer supplemental and refresher training materials and programs through various media (such as classroom, videotape and Internet programs) at reasonable prices or for a reasonable tuition charge (Section 6(b)(6), Franchise Agreement).

(5) So long as you comply with your financial, operational and reporting obligations under the Franchise Agreement, we will invite you to attend (at your expense) all conventions, seminars and other franchisee-oriented functions that we may plan and sponsor (Section 6(b)(7), Franchise Agreement).

Advertising Assistance. The Franchise Agreement contemplates four levels of advertising: system-wide advertising, which we coordinate through our Ad Fund; local advertising, which you handle with materials we create or approve; cooperative advertising with other Store operators in your market; and Internet advertising,

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Ad Fund, We maintain and administer an Ad Fund pursuant to Section 8(a) of the Franchise Agreement. All Stores, including ours, must contribute to the fund. See Items 6 and 9. The current contribution rate is 2% of Gross Sales, which applies to all franchised Stores that have been licensed since early 1997 (and will apply to any new Company Stores we open). Stores that were operating before the 1997 rate increase and have not gone through a transfer of ownership must still contribute only 1% of Gross Sales to the Ad Fund.

With one exception, the maximum contribution rate is 2% of Gross Sales. By majority vote franchisees can raise the contribution ceiling above 2% of Gross Sales; we cannot unilaterally increase the ceiling nor can we vote on a proposal to increase it.

The Franchise Agreement permits us to spend Ad Fund contributions only to create marketing materials, to place media in various markets at our discretion, to pursue public relations projects that enhance the Marble Slab Creamery system's image, and to help defray our marketing overhead expenses, including part of the cost of maintaining our Website. (Section 8(a)(3), Franchise Agreement). We do not guarantee that each Store will receive equal benefits or identical coverage from expenditures of Ad Fund contributions. In most cases, however, we will designate a specific dollar amount of your Ad Fund contributions for advertising in your market. We do not use Ad Fund contributions to solicit the sale of franchises.

We currently use a professional advertising agency based in Dallas, Texas to create advertising and promotional materials and to buy media time and space. The agency receives compensation for media placement and other services. We have no obligation to spend all the Ad Fund contributions in the fiscal year we collect them, but may accumulate contributions for special projects. Ad Funds not spent in the Fiscal Year in which they were collected will be carried over to be used in the following year. We have no obligation to provide you a periodic accounting of Ad Fund expenditures and disbursements that relate to the market in which your Store is located.

For our 2005 fiscal year, Ad Fund expenditures are broken down as follows:

Production 10.9%

Media placement 67.6%

Administrative expenses 2.3%

Agency fees 10.9%

Sale of franchises -0-

Other: 8.3%

In-store materials 3.5%

Store press releases 1.4%

Store promotions 3.4%

Total 100.0%

Section 8(a)(5) of the Franchise Agreement states that we must seek advice from our franchisees on advertising themes, media plans and promotional projects. We formed a Franchisee Advisory Council during the first quarter of 2003, which held its first meeting on March 19,2003. The Franchisee Advisory Council presently consists of five franchisees that we appointed to serve on the council. The council functions only in an advisory capacity, and we may disregard its recommendations if we choose.

Local Advertising. We advertise our Store primarily through local direct mail, community involvement, newspaper and magazine advertisements, charitable events, and The Slab Club® frequent purchaser cards. We expect that you will follow the same pattern. We recommend that you spend at least 2% of your Gross Sales on local advertising and promotions, but we do not specify an amount you must spend.

As indicated earlier, we currently use an independent advertising agency to create advertising materials for the system. We will loan you a copy of our Advertising Kit, which includes materials that have

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been created for us and which you can use in your own advertising program. You may purchase in-store advertising materials from us at cost. You may also use your own advertising agency to create your materials, subject to our right to approve all uses of our trademarks on materials we do not provide you. (Section 12(a)(6), Franchise Agreement) You must submit your request for approval in writing. We plan to respond within 14 days after we receive a request for approval. So far, most of our franchisees have routinely used the advertising materials we created.

Advertising Cooperatives. When you and at least one other Store operator (including us) have opened Stores in the same Designated Market Area (or "DMA", an advertising term that is defined in the Franchise Agreement Glossary), we may require that you and the other operators form a cooperative advertising association (an "Association"). The Franchise Agreement is silent regarding our right to change, dissolve or merge an Association. If we establish an Association, we anticipate that its governing documents will include a right for us to change, dissolve or merge an Association. If franchisees establish an Association independently of us, only the members of the Association will be able to change, dissolve or merge the Association in accordance with its governing documents. Each cooperative's members will set their own contribution rate, but we have the right to disapprove a rate lower than 1% of Gross Sales. The members of the advertising cooperative will administer the cooperative; we will step in only to resolve disputes the members cannot settle in 45 days. (Section 8(c), Franchise Agreement) No advertising cooperatives have been created to date. Your contributions to an area cooperative will be in addition to your contributions to the Ad Fund.

Internet Advertising. We are developing an Internet Website through which we plan to advertise Marble Slab Creamery brand products, services and Stores. We have reserved two Internet addresses, www.marbleslab.com and marbleslabcreamery.com, and will establish our site at one or both of those addresses. We have set up a "site locator" page on the Website that shows the addresses and telephone numbers of Stores in the Marble Slab Creamery network. If you wish, we will allow you to include interior pages that feature and promote your Store and tie them to the locator page. If you do, you must use a template that we provide, submit your pages for our approval before we post them, and must abide by our terms of use. We plan to respond within 14 days after we receive a request for approval. You may not use the Marble Slab Creamery name or trademarks on the Internet in any other way. You must pay to develop and maintain your own pages. Further, we can assess you up to $25 per month to pay for the Website's maintenance and improvement, and we may use part of the contributions to our Ad Fund to maintain and upgrade those parts of our Website that do not advertise the availability of Marble Slab Creamery franchises. (Section 9, Franchise Agreement)

Computer Hardware and Software. You must purchase from Restaurant Computer Solutions, Inc. ("RCS") a point-of-sale ("POS") terminal and the required POS software. This system will allow Store operators to prepare sales, marketing and accounting reports we require, as well as enable Store operators to track customer orders, process credit cards, determine labor costs and monitor employees' individual sales. You must purchase from RCS specific computer hardware used to run the POS system. The POS system must be connected to the Internet and configured to provide us independent access to your sales data and related information. The POS system includes the following components:

Focus Software: You will receive a license for the Focus software for two stations. Focus is the approved software register system. It provides for all cash register function with a user interface (front end) that is customized for our products and services. Focus also offers a number of reporting features and offers optional modules (sold in addition to) such as Back Office, Scheduling, Inventory, Delivery and Property Management.

Computers and Peripherals:

2 - Dell Optiplex Order Entry Computers with extra command card 2-Elo 15" Flat Panel LCD Monitors 2 - Credit Card Swipes

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2 - Fingerprint Scanners 1 - 4 Port-Network Router

1 -Datacap Modem (Not required if using DSL and Mercury Payments)

Printers and Cash Drawers:

2 - Espson TM-88 Thermal Printers 2 - Cash Drawer Special Serials

Programming, Installation and Training: Restaurant Computer Solutions, Inc. configures the hardware and software so that it is ready to use on installation. You will receive front-of-the-house and back-of-the-house training for your Focus software. Additionally, you will receive 90 days' phone and hardware support.

There are no limits on the amount we can require that you spend to upgrade your POS system and other electronic components or on the frequency we can require changes. However, Section 5(c) of the Franchise Agreement obligates us to consult with you and work out an installation schedule that takes into account the age of your Store, the amount you have spent recently on remodeling and equipment purchases, and other factors.

Site Selection. The first two paragraphs under Pre-Opening Assistance in this Item 11 describe our site selection procedures and the assistance we provide in regard to the selection of a site for your Store.

In evaluating potential sites, we typically consider a variety of factors. These factors include the size, density and income of the area's population; the area's accessibility and visibility from freeways and other major traffic arteries; traffic counts (both vehicular and pedestrian); the availability of parking; competition in the area from other sellers of frozen desserts; and the presence of complementary businesses in the area. We generally approve or disapprove a site within a reasonable time after you submit it, but we are not required to express an opinion within a specific time. If we and you cannot agree on a site, we may terminate the Franchise Agreement.

Typical Time Required. The typical time between the signing of a Franchise Agreement and the opening of a Store is between nine and eleven months. However, we cannot guarantee that your experience will be typical. Factors that will influence the time required to open your Store include the time you spend in lease negotiations; the difficulty you encounter in securing financing; and the time required to construct the facility, including preparation of required plans, securing various permits and inspections, and delivery of required equipment and signs. Delays in opening may cost you extra money and negatively affect your profitability.

THE FRANCHISE AGREEMENT IS THE SOLE DOCUMENT CONTAINING MARBLE SLAB'S OBLIGATIONS TO YOU. EXCEPT AS SET FORTH IN THE FRANCHISE AGREEMENT, MARBLE SLAB HAS NO OTHER EXPRESS OR IMPLIED OBLIGATIONS TO YOU.

ITEM 12 TERRITORY

The Franchise Agreement provides you competitive protection in a Trade Area around the Store in which we will not open or grant a franchise for another Store. We assign a Trade Area to your Store after we approve the Store's location and evaluate the market it will serve. We have no minimum trade areas and use no set formula for determining a Trade Area's boundaries, but take into account such factors as the number of upper middle class consumers in the area; whether the area is predominantly residential or commercial; and the presence of natural and artificial boundaries that define the market (such as rivers, highway interchanges, and nearby malls and shopping centers). A Trade Area's size and other features may differ significantly from market to market, depending on our evaluation of pertinent factors. Generally, the Trade Area for Stores

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located in strip shopping centers is defined as a two to three mile radius. The Trade Area for a mall location is usually limited to the interior of the mall.

You should take note that the definition of "Store" in the Franchise Agreement's Glossary of Terms restricts the term to "a retail establishment at a fixed (permanent) location that operates on a year-round basis." The definition excludes any type of installation in a "Special Outlet", which we define as "a facility for vending freshly dipped ice cream located in a sports arena, park or stadium; a convention center or exhibition hall; a movie theater; an airport, bus terminal or train station; a hotel or resort; a hospital; an amusement park or fair ground; a military base; a state or national park; or a college or university campus." However, the definition of Special Outlet expressly excludes facilities for vending freshly dipped or bulk pack ice cream that are located in supermarkets, grocery stores, convenience stores or so-called "hyperstores" (such as Walmart and Sam's Club stores). Thus, the Franchise Agreement leaves open the possibility that we or a licensee might open a kiosk or cart in a sports facility or other special use venue in your Trade Area, but expressly prohibits us from selling Marble Slab Creamery brand ice cream through supermarkets and other businesses that commonly sell food for home consumption. We can however, use any other marks we develop anywhere for any reason, except as limited by the rights granted to you with respect to the use of the Marks within your Trade Area.

The Franchise Agreement provides you no competitive protection at all outside the physical boundaries of your Trade Area, even if a competitor directs advertising materials into your Trade Area or draws customers from your Trade Area. Further, the Franchise Agreement permits franchisees to conduct catering activities in each others' Trade Areas, with one narrow exception. A franchisee may not cater a function on the property of the shopping center or mall (including the parking lot) where another franchisee's Store is located. (You should take note of the way we define catering. According to the Franchise Agreement's Glossary of Terms, "catering" includes school events, charity functions, community festivals, business gatherings, private parties and similar events that may continue for up to (but no more than) 30 days.)

Finally, the Franchise Agreement does not prohibit or restrict us or our affiliates from selling Marble Slab Creamery brand products, memorabilia and other merchandise to customers inside the Trade Area through catalogues, telemarketing campaigns, an Internet Website and other direct-order techniques. We may therefore distribute catalogues and similar sales solicitation materials in your Trade Area, broadcast television and radio commercials for direct-order merchandise into your Trade Area, initiate telephone contact with and accept telephone orders from residents of your Trade Area, and fill customer orders for direct-order merchandise (including so-called "e-commerce" orders) in your Trade Area, without in any such case infringing on your rights.

A Store's Trade Area is not the equivalent of a franchised territory in which you may operate multiple units. The Franchise Agreement relates only to the operation of a Store at an approved location; it does not allow you to open more than one Store in your Trade Area or to relocate your Store within your Trade Area. You may alter the boundaries of your Store's Trade Area or relocate your Store only with our written permission. The Franchise Agreement permits you to relocate your franchise if you follow the same procedures you follow to select a site and pay us the relocation fee that Item 6 describes. You may only relocate your Store within the vicinity of its original Trade Area, and the new location may not infringe upon another Store's trade area. If your lease expires or the premises are condemned, you must re-open in the new location within 15 days after your Store closes. If you suffer a closing on account of a fire or other casualty, you must re-open in the new location within 120 days after the casualty occurs.

You may advertise your Store outside of its Trade Area, and you may perform catering services outside your Store's Trade Area. You may not conduct any other commercial activities from or outside your Store without our prior written consent.

Under the Franchise Agreement we must resolve all disputes between us by private negotiation, then mediation and, if those approaches fail, by binding arbitration. Thus, if we disagree over the distance from

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your Store beyond which we can locate another franchise, or whether we can allow a competing franchisee to operate a Special Outlet in your Trade Area, we are both committed to avoid litigation in solving the problem.

Continuation of the competitive protection the Franchise Agreement provides for your Store is not dependent on your achieving or satisfying contingencies such as sales volumes, market penetration or other goals. We set no minimum sales quota, nor do we revise any of your rights if the population increases in your Trade Area.

The Franchise Agreement grants you no rights to acquire additional franchises within or contiguous to your Store's Trade Area. We sometimes grant development rights to construct additional Stores. However, we have no formal or fixed procedures for multi-unit development.

ITEM 13 TRADEMARKS

The following table identifies the principal trademarks and service marks (collectively, "Marks") that we license you to use. The first eight Marks identified in the table are registered on the Principal Register of the U.S. Patent and Trademark Office ("PTO"); an application to register the other Marks on the PTO's Principal Register are pending. We have not registered any of our Marks under any state's trademark law and have no intention of doing so.

Mark	Application No.	Applk'iitinn Itati-	Registration No.	Registration Date
Marble Slab Creamery			1,351,081 2,903,406	7/23/85 11/16/04
Marble Slab Creamery & Design			2,230,020 2,925,107	3/9/99 2/8/05
Scoop Du Jour			2,176,582	7/28/98
The One. The Only. The Original.			2,169,465	6/30/98
The Slab Club			2,489,736	9/18/01
Ice Cream Just The Way You Like It			2,464,391	6/26/01
Slabby			2,900,188	11/2/04
Slabby & Design			2,609,653	8/20/02
Create Your Own Ice Cream Fantasy	78/427,923	6/1/04
The Marble Slab Creamery Experience	78/427,927	6/1/04
Slabwich	78/669,895	7/13/05

We have filed all required affidavits and renewals for our trademark registrations. There are no agreements currently in effect that would significantly limit our rights to use or license the use of any of our Marks.

D-1223720 16.DOC

There are no presently effective determinations of the PTO, the Trademark Trial and Appeal Board, the trademark administrator of any state or any court relating to our Marks. There are no pending infringement, opposition or cancellation proceedings or any pending material litigation involving any of our Marks. We know of no infringing uses of our Marks that could materially affect their use.

Under the Franchise Agreement you must notify us of any infringements of or challenges to our Marks that come to your attention and to actively cooperate with us in the investigation of any such infringement or challenge. We will take whatever action we deem appropriate. We are not contractually obligated to defend our Marks but, as a matter of corporate policy, intend to defend them vigorously.

You will have no right to use any of our Marks on or in connection with the Internet, except as expressly provided in Section 9(a) of the Franchise Agreement. If you are a business entity, you may not use the Marks in your name.

On expiration or termination of your franchise for any reason, you must immediately discontinue the use of all our Marks and copyrighted materials. You must also take appropriate action to remove the Marks from the premises in which your Store is located.

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

We claim common law copyrights in our Operations Manual (including our Advertising Kit and our Memo Book) and in promotional literature related to our franchise program. See Item 11 for limitations on your use of the Operations Manual. We own no other patents or copyrights that are material to our franchisees.

The Franchise Agreement's Glossary contains a definition of "trade secrets." Trade secrets means the components of our business system, the contents of the Operations Manual and of all memoranda and bulletins through which we convey changes in our Operations Manual, all training materials and computer programs we develop, and all confidential information we impart to you with respect to your Store's operation and management.

Our trade secrets include (among other things) the procedure for processing our ice cream base mix and flavorings into Marble Slab Creamery brand ice cream, the storage and rotation procedures we use to ensure product integrity, and the recipes for our ice cream base mixes. We do not disclose our base mix recipe to you; we disclose the base mix recipe under the protection of a confidentiality agreement only to the dairies who produce the base mix.

We are not aware of any current infringing uses of any of our copyrights or trade secrets. Our right to use or license copyrighted materials and trade secrets is not materially limited by any agreement.

You must notify us if you become aware of infringements on the use of our Operations Manual or our trade secrets. You have the same obligations and restrictions on your use of the copyrighted materials as apply to your use of our trademarks. The same provisions regarding infringement of our trademarks apply to our copyrighted materials and trade secrets. See Item 13.

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ITEM 15

OBLIGATION TO PARTICIPATE IN THE

ACTUAL OPERATION OF THE FRANCHISE BUSINESS

If you are an individual, we strongly recommend (but do not require) that you manage your Store personally. If you chose not to manage your Store, you must appoint an individual, called a Manager, to assume personal responsibility for supervising the Store's day-to-day operations. Your first Manager must complete our training program before you open your Store, and you must ensure that each successive Manager is properly trained. We do not require that Managers own an equity position in your business.

If you are a corporation or other business entity, we do not require that you select an equity owner or senior executive to manage your franchised business; you may appoint a Manager with no equity interest who holds no corporate title as the Manager. All of your Managers (as well as Store supervisors) must sign confidentiality agreements with you under which they agree to hold our trade secrets and the contents of our Operations Manual in strict confidence. .

If you are a business entity, each person who owns an equity interest in you must agree to be bound by certain provisions of the Franchise Agreement, including those relating to confidential treatment of our trade secrets (see Item 14) and to non-competition (see Item 17). These requirements apply whether or not an equity owner is involved in your Store's management. If you are a business entity, anyone who owns an equity interest in you is bound by the provisions of the Franchise Agreement and must sign the Guaranty and Acknowledgment attached to the Franchise Agreement.

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must sell genuine Marble Slab Creamery® brand ice cream exclusively. Under the Franchise Agreement you must sell all other food and beverage items included on our standard menu, as periodically revised. It also prohibits you from offering any foods, beverages or other merchandise that is not included on our authorized Store menu or merchandise list, as periodically revised, without first obtaining our written permission. We impose these requirements to control the quality and uniformity of the goods and services you and other franchisees may offer through use of our trade name and trademarks.

A Marble Slab Creamery franchise relates to the retail operation of a single Store at a specific location. You may not distribute at wholesale our proprietary ice cream base mix or the ingredients with which any other Store menu item is made. Also, you may not provide catering in a shopping center or mall where we or another franchisee operates a Store. Further, you may not sell ice cream or other merchandise through catalogues or an Internet Website. Although there are no restrictions on the retail customers or trade area you may serve from your Store, as a practical matter you will be limited to serving customers who choose to visit the Store. See Item 12.

We have the right to add and delete items from the standard Store menu, and to add or delete memorabilia and other merchandise from the list of approved Store merchandise. There are no limits on our right to make these changes.

ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

This table lists certain important provisions of the franchise and related agreements pertaining to renewal, termination, transfer and dispute resolution. You should read these provisions in the agreements attached to this Offering Circular.

D-1223720 16.DOC

FRANCHISE AGREEMENT

Provision	Section Of Franchise Agreement	Summary
a. Term of the franchise	§H(a)	The term is 10 years (or balance of seller's term, if a transfer is involved).
b. Renewal or extension of the term	§ll(b),§ll(f>	If you are in full compliance, you can extend the franchise for an additional 10-years.
c. Requirements for you to renew or extend	§11(b), 11(c), §H(d)	You must give notice of your intent to renew, sign a current franchise agreement, pay a renewal fee and remodel to our new specifications.
d. Termination by you	None
e. Termination by us without cause	None
f. Termination by us	§17	We can terminate the franchise only if you default.
g. "Cause" defined-curable defaults	§§16(b)and 16(c)	For 16(b) defaults, you have 5, 10,15, or 30 days to cure, depending on the type of default. For 16(c) defaults, you must voluntarily cure the default before we terminate
h. "Cause" defined-defaults which cannot be cured	§ 16(d)	-breach of non-competition covenant or confidentiality restrictions - unauthorized transfer or abandonment - refusal to allow QSC inspection - disabling or tampering with the Store's cash register or computer or with our ability to poll these devices by modem - revoking the automatic debit agreement under which we collect royalties and marketing fees, or closing the account from which we collect royalties and marketing fees without first setting up a new account - bankruptcy, insolvency or unsatisfied judgment of more than $5,000 - we decide not to exercise our purchase option if you die and your heirs do not qualify to run the business - 2 or more events of default occur in a 12-month period
i. Your obligations on terminati on/nonrenewal	§§17(a)(l-4)'	Obligations include: - de-identification (including discontinuing use of the proprietary marks, copyrighted material, the System and Trade Secrets) - return to Marble Slab the entire Operations Manual and any other printed, graphic or audio/visual item designated by us as containing Trade Secrets - alter the MARBLE SLAB CREAMERY store's interior to remove all Trade Dress and otherwise eliminate the distinctive features of the store - payment of damages - honor our purchase option

D-1223720 16.DOC

Provision	Section Of Franchise Agreement	Summary
j. Assignment of contract by us	§13(0	We may assign to any reasonably competent company that assumes our obligations
k. "Transfer" by you -definition	§13(3)'	Includes any transfer of controlling interest in the franchise or franchisee and any sale of the Store's assets
1. Our approval of transfer by you	§13(b),§13(d), §13(f)¹	We have the right to approve all transfers which result in a change of control. "Change of Control" means any transaction or series of transactions that result in a change in the right or authority to set policy and/or manage the business and affairs of a franchisee. We have the right to investigate all proposed buyers.
m. Conditions for our approval of transfer	§13(b)(l-12)¹	You must be in full compliance with the Franchise Agreement. You must sell your complete interest and related rights in the franchise and under no circumstances will we consent to a transfer of an undeveloped or unopened Store. You must return the Operations Manual and all Copyrighted Materials to us. Your buyer must qualify as a new franchisee, pay the transfer fee and sign our then current form of franchise agreement. We must be satisfied with the transaction's financial aspects and receive certain releases. We receive a transfer fee in the amount of $5,000.
n. Our right of first refusal to acquire your business	§13(g)\ §13(h)(3)	We have 30 days to accept or reject matching offer and 30 days to close the transaction; applies if you die or become disabled under certain circumstances.
o. Our option to purchase your business	§13(h)(4)	Applies only if your heirs do not meet our requirements. See "m" below.
p. Your death or disability	§13(h)'	Management personnel evaluated for 120 days. If approved, new owners must sign a new guarantee. If not approved, new owners must present a qualified buyer within 120 days.
q. Non-competition covenants during the term of the franchise	§19'	You must have no involvement in a competing business anywhere.
r. Non-competition covenants after the franchise is terminated or expires	§19'	For two years after the franchise ends, you must have no involvement in a competing business in your DMA or in any other DMA where a Store exists or is under construction.
s. Modification of the agreement	§27(b)	No modifications without a written agreement
t. Integration/merger clause	§27(a)

D-1223720 16.DOC

Provision	. Section Of Franchise Agreement	Summary
u. Dispute resolution by arbitration or mediation	§24'	Parties must use best efforts to resolve and settle disputes by private negotiations, non-binding mediation or binding arbitration, except for (1) intellectual property matters and (2) your failure to pay when due any royalty or other monetary obligations imposed by the Franchise Agreement.
v. Choice of forum	§24(d)(2)'	Arbitration must take place in Houston. This requirement mav not be enforceable in some states. See
		the UFOC Addenda that follow Item 23 to this Offering
		Circular.
w. Choice of law	§§24(a), 24(d)(6), 24(e)¹	Texas law applies, except for Lanham Act and United States Copvrieht Act. This reauirement mav not be enforceable in some states. See the UFOC Addenda that
w. Choice of law	§§24(a), 24(d)(6), 24(e)¹	follow Item 23 to this Offering Circular.

(1) If you are a business entity, anyone who owns an equity interest in you is also bound by these provisions. Your equity owners become bound by signing the Guaranty and Acknowledgment attached to the Franchise Agreement.

The following states have statutes that may supersede the Franchise Agreement and related agreements in your relationship with us. These statutes may affect the enforceability of provisions in the agreements relating to termination; transfer; renewal; covenants not to compete; choice of law and jurisdiction; venue selection; waivers and releases of claims; injunctive relief; waiver of rights to jury trial; punitive and liquidated damages and other remedies; arbitration; and discrimination between franchisees: Arkansas Code Ann. § 4-72-201 (Michie 1993); California Corp. Code §§31000-31516 (West 1994); Cal. Bus. & Prof. Code §§ 20000-20043 (West 1994); Connecticut Gen. Stat. § 42-133e(1994); Delaware Code Ann. Tit. 6 § 2552 (1993) Hawaii Rev. Stat. § 482E-1 - 482E-12 (1993); Illinois Rev. Stat. Ch. 815 para. 705/1 - 705/44 (1994); Indiana Code §§1-51 (1994); Ind. Code Ann. § 23-2-2.7 (West. 1994); Iowa Code §523H.1-523H. 17 (1994); Maryland Code Ann., Bus. Reg. §§ 14-201 to 14-233 (1998 Repl. Vol. &Supp. 2002) (which permits a franchisee to sue in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law); Michigan Comp. Laws §§ 445.1501 -445.1545 (1994); Minnesota Stat. §§ 8OC.01 - 80C.22 (1994); Minn. Stat. §§ 80C.01-80C.14 (1994); Mississippi Code Ann. § 75-24-51 (1993) Missouri Ann. Stat. § 407.400 (Vernon 1994); Nebraska Rev. Stat. § 87-401 (1993); N.J. Stat. Ann. § 56:10-1 (West 1994); N.Y. Gen. Bus. Law §§ 680-695 (1994); N.D. Cent. Code § 51-19-01 (1993); Oregon Rev. Stat. §§ 650.005 -650.085; Rhode Island Gen. Laws §§ 19-28.1-1 - 19-28.1-34 (1993); South Dakota Codified Laws Ann. §§ 37-5A-1 - 37-5A-87 (1994); Texas Rev. Civ. Stat. Ann. Art. 16.01 (1994); Virginia Code Ann. §§ 13.1-557 - 13.1-574; Washington Rev. Code §§ 19.100.010 - 19.100.940 (1994); Wisconsin Stat. §§ 553.01 -553.78 (1996); Wis. Stat. §§ 135.01-135.07(1984). These and other states may have fair practice laws and other civil statutes affecting contracts. There may also be state and federal court decisions that affect the enforcement of provisions in the Franchise Agreement, and other related agreements. Federal law may preempt these state laws and regulations with respect to arbitration.

The following states have statutes that limit our ability to restrict your activity after the Franchise Agreement has ended: California Bus. & Prof. Code, Section 16,600; Florida Stat. Section 542.33; Michigan Compiled Laws, Section 445.771 etseq.; Montana Code Section 30-14-201; North Dakota Century Code, Section 9-08-06; Oklahoma Statutes, Section 15-217-19; Washington Code, Section 19.86.030. Other states may have court decisions, laws and regulations limiting Marble Slab's ability to restrict your activity after the Franchise Agreement has ended.

D-1223720 16.DOC

A provision in the Franchise Agreement that terminates this agreement on your bankruptcy may not be enforceable under Title 11, United States Code Section 101.

ITEM 18 PUBLIC FIGURES

Marble Slab does not currently use any public figure to promote its franchise. Marble Slab reserves the right to use public figures in its future promotional efforts.

ITEM 19 EARNINGS CLAIMS

There were 251 Stores in operation throughout 2005, including one Company-operated Store. We did not receive complete sales reports during 2005 from 47 Stores. Following is information concerning the 2005 sales of the 204 Stores that operated throughout the year for which we have reliable sales information. This information is not audited. We will provide substantiation of the data we used in calculating the information upon receipt of a written request from you.

For purposes of this presentation, we divided the Stores into three groups. The first group includes the 68 Stores that achieved the highest levels of sales in the chain; the second group includes the 68 Stores that achieved sales falling in the middle third of the sales range; and the third group includes the 68 Stores whose sales fell into the bottom tier of the sales range.

f	HIGH	MEDIUM	LOW
NO. OF STORES	68	68	68
RANGE OF SALES:
HIGH	867,770	257,083	194,245
LOW	258,711	195,983	80,707
AVERAGE	350,459	225,763	153,098

The preceding information does not distinguish between Stores located in malls, Stores that are freestanding and those located in strip shopping centers. On average, Stores located in malls tend to achieve higher gross sales than strip center Stores, although mall locations usually experience higher rent and operating expenses than strip center locations in the same market. Out of the 204 Stores disclosed in this Item, 3 are freestanding locations, 24 are located in malls and 177 are located in strip shopping centers. The following table shows the average sales of Stores in the indicated categories that were open the entire year of 2005.

AVERAGE SALES:	2005
MALL STORES	294,770
STRIP CENTER STORES	234,511
FREE-STANDING	336,963

IF YOU ARE A NEW MARBLE SLAB FRANCHISEE, YOUR STORE'S FINANCIAL RESULTS ARE LIKELY TO DIFFER FROM THOSE OF STORES CURRENTLY IN OUR SYSTEM. In determining how relevant the sales data of existing Stores maybe to your situation, we caution you to keep the following points in mind. We also urge you to discuss and analyze this information with your own business, financial and legal advisers.

D-1223720 16.DOC

We derived all franchised Store sales data either orally from our franchisees or from royalty reports our franchisees submitted. This information is unaudited, and we have relied on franchisee assurances that the information we received from them is accurate and reliable.

Stores are located in markets ranging in size from smaller cities with roughly 60,000 residents to metropolitan areas with populations in the millions. We have not analyzed the sales data to determine what bearing, if any, the size of the population in a Store's broader market has on Store sales.

Some Stores are located within a mile of each other (with one typically in a mall and the other in a strip center); others are located many miles apart. We have not analyzed the sales data to determine what bearing, if any, the proximity of one Store to another has on Store sales.

The information relates only to sales; you can draw no inferences with respect to any Store's profitability.

Following are profit and loss statements from our Store in Houston, Texas for the last three years. This is the only Store we operate. We provide you this information, not as an indication of the results your Store may achieve, but to provide you more details about the types of expenses Stores incur and to enable you to calculate the possible ranges of these expenses as a percentage of sales.

For many reasons, the results of operations you experience in your Store may differ significantly from our experience. Among other factors, we have operated the Store since 1986 and have vast experience in Store management. The Store is located in a well-established shopping center that enjoys significant patronage by our target customer group. The Store also benefits from the mild winters that Houston, Texas experiences. The statements include the salary and benefits of a Store manager and assistant managers, but the compensation we pay may fall below market rates in your area. Further, we do not pay the royalty on our sales that franchisees pay on theirs. The royalty ranges from 4% to 6% of gross sales, depending on the number of Stores you operate. See Item 6.

IIMlSllilSSSiii "A-" v ■ ,"	. ^J -20051111	i!i!20(l*	2003?: ?t;:

Food sales	$395,686	$378,503	$351,909

Cost of food sales	84,428'	86,352*	72,913'

General and administrative:
Salaries, hourly wages and bonuses	81.621²	80,200²	69,092²
Rent and other leasehold expenses	45,442	49,440	44,710
Accounting and legal	1,200	1,100	1,100
Auto and travel	1,689	1,018	698
Insurance	3,280	4,743	5,727
Payroll and other taxes	9,987	10,814	7,875
Operating expenses³	11,416	16,139	7,531
Advertising⁴	4,208	3,031	3,985
Utilities	23,099	19,021	17,031
Packaging costs⁵	17,418	15,903	12,757
Telephone	1,260	1,214	1,138
Repairs and maintenance	4,075	3,582	3,849
Cleaning supplies	1,445	1,607	1,691
Contract services	1,374	1,293	1,455
Other⁶	9,996	9,146	7,577
	217,510	218,251	186,216
			1

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i , t	2005	. 2004* -.	2003*
Depreciation and amortization	12,663	16,801	15,409
Interest	-0-	-0-	-0-
Income before income taxes⁷	$81,085	$57,099	77,371

♦The Store was open only 362 days in 2004; it closed from 11/26/03 through 1/4/04 for remodeling.

¹ Food cost as a percentage of sales was 21.3% in 2005, 22.8% in 2004 and 20.7% in 2003. Our target food cost is 20%.

² Hourly labor expense was $71,921 (18.2%) in 2005, $72,334 (19.1%) in 2004 and $52,812 (15.0%) in 2003. Our target hourly labor expense is 18.5%.

³ Operating expenses includes office supplies, cost of classified employment ads, catering supplies, small equipment purchases and other miscellaneous items.

⁴ As indicated in Item 11, our Store must contribute 1% of its sales to the Ad Fund. If we had contributed at the current 2% rate, our advertising expense would have increased by $3,957 in 2005, $3,785 in 2004 and $3,519 in 2003.

⁵ Packaging costs includes paper goods, plastic containers and plastic utensils.

⁶ Other expenses includes the cost and maintenance of uniforms, permits and licenses, cash over and short, freight, bank charges and credit card fees.

⁷ Our expenses do not include a royalty of between 4% and 6% of gross sales that you must pay. Had we paid a 6% royalty, our royalty expense would have been $23,741 in 2005, $22,710 in 2004 and $21,115 in 2003.

Except for the information presented above, we do not use or furnish statements of actual, average, projected or forecasted sales, costs, profits or earnings in marketing our franchises. We will not guarantee, nor do we represent, that you will or can expect to attain any specific amount or range of sales, profits or earnings from the operation of your Store. Actual results may vary from Store to Store, and we cannot estimate the results of any franchisee. If you receive any information that contradicts this Item 19, please contact us immediately.

Except for the information presented above, we do not authorize any of our officers, employees or sales representatives to make any claims, statements or representations regarding the sales, costs, profits or earnings, or the prospects or chances of success, that you can expect to achieve or that any other franchisee has achieved. We specifically instruct our representatives not to make such claims, statements or representations, and you are cautioned not to rely on any claims, statements or representations any person makes in disregard of these instructions.

ITEM 20 INFORMATION REGARDING FRANCHISES OF THE FRANCHISOR

." ~; FRANCHISED STORES - STATUS SUMMARY FOR FISCAL YEARS ENDED DECEMBER 31, 2003/2004/2005
'. State ,	Transfers	Canceled or Terminated	Not Renewed	Reacquired *>y Franchisor	Left the System Other	Total from Left . Columns	Franchises Operating at Year End
Alabama	0/0/0	0/0/0	0/0/0	0/0/0	0/1/1	0/1/1	6/6/6
Arizona	1/2/2	0/0/0	0/0/0	0/0/0	0/1/1	1/3/3	6/7/8
Arkansas	0/1/0	0/0/0	0/0/0	0/0/0	0/0/0	0/1/0	1/1/1
California	0/3/5	2/0/4	0/0/0	0/0/0	0/0/4	2/3/13	13/24/31

D-1223720_16.DOC

FRANCHISED STORES - STATUS SUMMARY FOR FISCAL YEARS ENDED DECEMBER 31,2003/2004/2005
State	. Transfers	Canceled or Terminated	Not Renewed	Reacquired by Franchisor	Left the System Other	Total from Left Columns	Franchises Operating at Year End
Colorado	0/0/0	1/0/0	0/0/0	0/0/0	1/0/0	2/0/0	4/7/8
Florida	4/5/3	1/2/2	0/0/0	0/0/0	0/0/3	5/7/8	23/31/38
Georgia	4/2/1	0/1/0	0/0/0	0/0/0	1/0/0	5/3/1	13/15/16
Idaho	0/0/0	1/0/0	0/0/0	0/0/0	0/0/0	1/0/0	0/0/0
Illinois	0/0/0	0/1/0	0/0/0	0/0/0	0/0/0	0/1/0	2/4/5
Iowa	0/0/0	0/0/1	0/0/0	0/0/0	0/0/0	0/0/1	0/2/2
Indiana	0/0/0	1/0/0	0/0/0	0/0/0	0/0/1	1/0/1	1/2/1
Kansas	0/0/1	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1	1/1/2
Kentucky	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1	0/0/1	3/3/2
Louisiana	1/2/1	0/0/2	0/0/0	0/0/0	0/1*/0	1/3/3	8/8/9
Michigan	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1
Minnesota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/1/1
Mississippi	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	3/4/4
Missouri	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1	0/0/1	3/3/2
Nebraska	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1
Nevada	0/0/1	0/1/4	0/0/0	0/0/0	0/0/0	0/1/5	2/2/2
New Jersey	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/1/1
New Mexico	0/0/0	0/0/0	0/0/0	0/0/0	0/3/0	0/3/0	3/0/0
New York	0/0/0	0/0/1	0/0/0	0/0/0	0/1/1	0/1/2	1/0/3
North Carolina	0/0/1	0/1/1	0/0/0	0/0/0	0/0/0	0/1/2	7/7/10
Ohio	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/4/5
Oklahoma	1/1/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0	3/4/5
Pennsylvania	0/0/2	0/0/0	0/0/0	0/0/0	0/0/0	0/0/2	1/2/4
Puerto Rico	0/0/0	0/0/0	0/0/0	0/0/0	0/1/0	0/1/0	1/0/0
South Carolina	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	3/12/16
Tennessee	0/0/2	0/0/0	0/0/0	0/0/0	0/0/0	0/0/2	9/10/13
Texas	13/10/13	0/3/3	0/0/0	0/0/0	3/2/2	16/15/18	102/108/121
Washington	0/0/0	1/0/0	0/0/0	0/0/0	0/1/1	1/1/1	2/0/1
: :TpTfLS\|i	!lSf^26/32-'	.; 7/9/18	0/0/0 *	0/0/0	5/11/16	37/46/66 ,'*	223/269/319

*This store did not renew its lease after 10 years of operation.

We operate only one Store, located in Houston, Texas. Our Store has been open since 1983; we do not plan to open any more Company-operated Stores.

D-1223720_16.DOC

During 2006, we expect to sell approximately 135 franchises in the United States, 80 of which we believe will open during the year. The following table shows the geographical distribution of the franchises we expect to sell and the Stores we expect franchisees to open in 2006.

PROJECTED FRANCHISE SALES AND STORE OPENINGS DURING THE YEAR ENDING DECEMBER 31, 2006

Man-	Franchise Agreements .si»ned Hut Sluri¹ Not Open at 12.71 05	Projected Franchised Nov* \| Projected Compaq-Owned Stores In I he Next Liscal i Openings In V-\t liscal \ear \| Near
Alabama	2	1	0
Arizona	0	5	0
Arkansas	2	3	0
California	29	12	0
Colorado	4	7	0
Delaware	1	1	0
District of Columbia	1	1	0
Florida	34	18	0
Georgia	8	5	0
Hawaii	4	2	0
Idaho	0	1	0
Illinois	0	4	0
Indiana	0	3	0
Iowa	1	3	0
Kansas	0	4	0
Kentucky	0	1	0
Louisiana	2	5	0
Maryland	4	1	0
Michigan	5	4	0
Minnesota	1	2	0
Mississippi	1	1	0
Missouri	1	3	0
Nevada	1	6	0
New Jersey	9	4	0
New Mexico	0	1	0
New York	3	10	0
North Carolina	9	2	0
Ohio	2	2	0
Oklahoma	3	3	0
Oregon	0	1	0
Pennsylvania	3	2	0
Puerto Rico	2	1	0
South Carolina	9	0	0
Tennessee	10	4	0
Texas	18	10	0
Utah	1	1	0

D-1223720 16.DOC

Projected Company-Owned

Openings In Next Fiscal

Year

Slate

Franchise Agreements

Signed.But Store Not

Open at 12/31/05

Projected Franchised New

Stores In The Next Fiscal

Year

Wisconsin

TOTALS

171

135

A list of the names of our franchisees and the addresses and telephone numbers of their Stores and, a list of the name and last known home address and telephone numbers of each franchisee who left the Marble Slab Creamery system for any reason during 2005 or who did not communicate with us during the 10-week period before March 31, 2006 is presented in Exhibit D to this Offering Circular.

ITEM 21 FINANCIAL STATEMENTS

The financial statements of Marble Slab Creamery, Inc. listed below appear in Exhibit A to this Offering Circular.

Audited Statements

Independent Auditor's Report

Balance Sheets at December 31, 2005 and 2004

Statements of Income for the Years Ended December 3 \, 2005, 2004 and 2003

Statements of Changes in Stockholders' Deficit for the Years Ended December 31,2005,2004 and 2003

Statements of Cash Flows for the Years Ended December 31,2005, 2004 and 2003

Notes to Financial Statements

ITEM 22

CONTRACTS

A form of the Franchise Agreement is attached to this Offering Circular as Exhibit B and a General Release as Exhibit G.

ITEM 23 RECEIPT

Two copies of a Receipt for this Offering Circular are attached as the last two pages of this booklet. Please sign, date and return one copy to us; retain the other copy for your files. Please act promptly; we cannot communicate with you any further until we receive your signed Receipt.

D-1223720 16.DOC

ADDENDUM TO MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF CALIFORNIA

1. Item 3 is amended to reflect that:

Neither the Franchisor nor any person or franchise broker identified in Item 2 of the Offering Circular is subject to any current effective order of any national securities association or national securities exchange as defined in the Securities Exchange Act of 1934, U.S.C.A. 78a et seq., suspending or expelling such persons from membership is such association or exchange.

2. Item 17 is amended by the addition of the following language:

California Business and Professions Code Sections 20000 through 20043 provide rights to you concerning termination or nonrenewal of a franchise. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.

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

The Franchise Agreement contains covenants not to compete which extend beyond expiration or termination of the Agreement. These provisions may not be enforceable under California law.

The California Corporations Code, Section 31125 requires that we give you a disclosure document, approved by the Department of Corporations, before a solicitation of a proposed material modification of an existing franchise.

If the Franchise Agreement contains a liquidated damages clause, under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

The Franchise Agreement requires the application of the laws of Texas. This provision may be unenforceable under California Law.

You must sign a general release if you renew or transfer your franchise. California Corporations Code Sec. 31512 voids a waiver of your rights under the Franchise Investment Law (California Corporations Code Sections 31000 through 31516). California Business and Professions Code Sec. 20010 voids a waiver of your rights under the Franchise Relations Act (Business and Professions Code Sections 20000 through 20043).

The Franchise Agreement requires binding arbitration. The arbitration will occur in Houston, Texas with the party who demands arbitration bearing the cost of the filing fee and the parties otherwise separately bearing their own costs and expenses of participating in the arbitration process. This provision may not be enforceable under California law.

Prospective franchisees are encouraged to consult private legal counsel to determine the applicability of California and federal laws (such as Business and Professions Code Section 20040.5, Code of Civil Procedure Section 1281 and the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a forum outside the State of California.

2. Item 19 is amended by the addition of the following language:

The earnings claims figures do not reflect the costs of sales, operating expenses or other costs or expenses that must be deducted from the gross revenue or gross sales figures to obtain your net income or profit. You should conduct an independent investigation of the costs and expenses you will incur in operating your franchised business. Franchisees or former franchisees, listed in the Offering Circular, may be one source of this information.

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

D-1223720 16.DOC

ADDENDUM TO MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF ILLINOIS

1. Risk Factor #4 on the cover page of the Offering Circular is amended by adding the following sentence:

"OUR INDEPENDENT ACCOUNTANT HAS INDICATED THAT OUR FINANCIAL CONDITION CREATES A DEGREE OF UNCERTAINTY REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN. MANAGEMENT IS PURSUING AGGRESSIVE STEPS TO REDUCE THE RETAINED EARNINGS DEFICIT AND TO IMPROVE OUR WORKING CAPITAL POSITION."

2. The first paragraph of Item 5 of the Offering Circular is amended in its entirety as follows:

All franchisees pay an initial franchise fee of $32,000 for their first franchise. The fee is payable when you sign your Franchise Agreement. An escrow account for initial franchise fees has been established. Wells Fargo Bank Texas, N.A. serves as the escrow agent. All franchise fees will be held in escrow until we have met our initial obligations to you and you have opened for business, and will not be released until one of the following conditions is met: (a) one of our officers directs the escrow agent to pay funds to us and the Illinois administrator states in writing that he does not object to the distribution of funds; (b) the administrator directs the escrow agent to return part or all of the deposited franchise fee and other funds, plus interest, if any, to a franchisee; or (c) a court of competent jurisdiction orders the escrow agent to pay the funds into court or to disburse them in accordance with a final order from the court. The fees are held in escrow to provide financial assurances required by Illinois law due to the accumulated deficit and negative stockholders' equity reflected in our financial statements. Please see our financial statements attached as Exhibit A and the risk factors on the cover page of this Offering Circular for further detail.

3. The following is added to Item 17 of the Offering Circular:

In accordance with Illinois law, any provision in the Franchise Agreement that designates jurisdiction or venue in a forum outside Illinois is void with respect to any action which is otherwise enforceable in Illinois, except that the Franchise Agreement may provide for arbitration outside Illinois. In addition, Illinois law will govern the Franchise Agreement with respect to those claims arising under the Illinois Franchise Disclosure Act or any other Illinois statute or regulation.

D-1223720 16.DOC

ADDENDUM TO THE MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF MARYLAND

1. The first paragraph of Item 5 is amended to read "All franchisees pay an initial franchise fee of $32,000 for their first franchise. The initial franchise fee and all other payments due to us before you open your Store will be held in an escrow account at Wells Fargo Bank, National Association until we have completed our initial obligations to you and we authorize you to open the Store."

2. With respect to Item 17, you are advised that a provision in the Franchise Agreement that provides for termination upon the franchisee's bankruptcy may not be enforceable under the U.S. Bankruptcy Code (11 U.S.C. Sec. 1001, et seq.).

3. With respect to Item 17, you are advised that, pursuant to COMAR 02.02.08.16L, the general release we require as a condition to renewal, sale, assignment or transfer of the franchise will not apply to any liability under the Maryland Franchise Registration and Disclosure Law.

4. Some provisions of the Franchise Agreement may be contrary to, or unenforceable under, Maryland law. This Addendum amends Section 17 of the Franchise Agreement to provide that the representations they contain are not intended to nor will they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

D-1223720 16.DOC

ADDENDUM TO MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF MICHIGAN

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU:

(A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES.

(B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS.

(C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE BEFORE THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISION OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 30 DAYS, TO CURE SUCH FAILURE.

(D) A PROVISION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISE BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN S YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SERVICE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.

(E) A PROVISION THAT PERMITS THE FRANCHISOR TO REFUSE TO RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL PROVISION.

(F) A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE.

(G) A PROVISION WHICH PERMITS A FRANCHISOR TO REFUSE TO PERMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF

D-1223720 16.DOC

FIRST REFUSAL TO PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO:

(i) THE FAILURE OF THE PROPOSED TRANSFEREE TO MEET THE

FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS.

(ii) THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.

(iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS.

(iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER.

(H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVISION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C).

(I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.

As to any state law described in this Addendum that declares void or unenforceable any provision contained in the License Agreement, the franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated.

D-1223720 16.DOC

ADDENDUM TO THE MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF MINNESOTA

1. The following is added to Item 3 of the Offering Circular:

In the Matter of Marble Slab Creamery, Inc., (FR24018 82/SGC). On May 4,2004 the Commissioner of Commerce for the State of Minnesota entered a Consent Cease and Desist Order against us based on allegations that we sold an unregistered franchise to a Minnesota resident in 2003 in violation of Minnesota law. We agreed to disposition of the matter without a hearing, and were instructed by the Minnesota Commissioner to cease and desist from offering or selling franchises in the State of Minnesota until registration in compliance with the Minnesota law had been achieved.

2. Item 13 of the Offering Circular is amended to state that the franchisor will protect your right to use the trademarks, service marks, trade names, logotypes of other commercial symbols ("Marks") or indemnify you from any loss, costs or expenses arising out of any claim, suit or demand regarding the use the Marks.

3. The following is added to Item 17 of the Offering Circular:

Under Minnesota law and except in certain specified cases, Marble Slab Creamery, Inc. must give you 90 days' notice of termination with 60 days to cure. Marble Slab Creamery, Inc. also must give you at least 180 days' notice of its intention not to renew a franchise, and sufficient opportunity to recover the fair market value of the franchise as a going concern. To the extent that the Franchise Agreement is inconsistent with the Minnesota law, the Minnesota law will control.

To the extent that any condition, stipulation or provision contained in the Franchise Agreement (including any choice of law provision) purports to bind any person who, at the time of acquiring a franchise is a resident of Minnesota, or, in the case of a partnership or corporation, organized or incorporated under the laws of Minnesota, or purporting to bind a person acquiring any franchise to be operated in Minnesota to waive compliance with the Minnesota Franchises law, such condition, stipulation or provision may be void and unenforceable under the nonwaiver provision of the Minnesota Franchises Law.

Minn. Stat. §80C21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota. In addition, nothing in the Offering Circular or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction. Specifically, we cannot require you to consent to our obtaining injunctive relief. However, we may seek such relief through the court system with or without a bond as determined by a court. Minn. Rule Part 2860.4400J prohibits you from waving your rights to a jury trial or waiving your rights to any procedure, forum, or remedies provided for by the laws of the jurisdiction, or consenting to liquidated damages, termination penalties or judgment notes. To the extent that the Franchise Agreement requires you to waive these rights, the Franchise Agreement will be considered amended to the extent necessary to comply with the Minnesota Rule.

Minn. Rule 2860.4400J prohibits a franchisor from requiring a franchisee to assent to a general release. To the extent that the franchise agreement requires you to sign a general release as a condition of renewal or transfer, the franchise agreement will be considered amended to the extent necessary to comply with Minnesota law.

D-I223720 16.DOC

ADDENDUM TO MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF NEW YORK

1. The Cover Page of the Offering Circular is supplemented by the following language:

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE PROSPECTUS. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THE PROSPECTUS.

Risk Factors:

As per the audited balance sheet dated December 31,2005 and December 31,2004, the Franchisor had a working capital deficiency of $1,716,704 and $1,408,544, respectively.

As per the audited balance sheet dated December 31,2005 and December 31, 2004, the Franchisor had a net worth deficiency of $1,480,732 and $1,169,994, respectively.

2. Item 3 of the Offering Circular is supplemented by the following language:

Neither we nor any person identified in Item 2 above, has pending any administrative, criminal or material civil action (or a significant number of civil actions irrespective of materiality) alleging a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

Neither we nor any person identified in Item 2 above, has been convicted of a felony or pleaded nolo contendere to a felony charge or, within the ten-year period immediately preceding the date of this offering circular, has been convicted of a misdemeanor or pleaded nolo contendere to a misdemeanor charge or been held liable in a civil action by final judgment or been the subject of a material complaint or other legal proceeding if such misdemeanor conviction or charge or civil action, complaint or other legal proceeding involved a violation of any franchise law, securities law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, misappropriation of property or comparable allegations.

Neither we nor any person identified in Item 2 above, is subject to any injunctive or restrictive order or decree relating to franchises or under any Federal, State or Canadian franchise, securities, antitrust, trade regulation or trade practice law as a result of a concluded or pending action or proceeding brought by a public agency, is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities and Exchange Act of 1934, suspending or expelling such person from membership in such association or exchange; or is subject to a currently effective injunctive or restrictive order relating to any other business activity as a result of an action brought by a public agency or department, including, without limitation, actions affecting a license as a real estate broker or sales agent.

D-1223720 16.DOC

Item 4 of the Offering Circular is supplemented by the following language:

Neither we, nor any of our affiliates, predecessors, officers or general partners have within the 10-year period immediately before the date of this Offering Circular: (a) filed as a debtor (or had filed against it) a petition to start an action under U.S. Bankruptcy Code; (b) obtained a discharge of its debts under the U.S. Bankruptcy Code; (c)or was a principal officer of a company or general partner in a partnership that either filed as a debtor (or that had filed against it)a petition to start an action under U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S. Bankruptcy Code during or within 1 year after the officer or general partner held the position with the company or partnership.

4. Item 5, "Initial Franchise Fee", is supplemented by the following language which will be deemed an integral part thereof:

The initial fee will be made part of our general operating revenue and used to pay for any and all expenses of operation, including, among other things, training and other services provided to the franchisees.

5. Item 17, "Renewal, Termination, Transfer and Dispute Resolution" will be supplemented under the categories entitled "Termination by Franchisee" and "Assignment of Contract by Franchisor" respectively, by the following language which will be deemed an integral part thereof:

Any general release required under the Franchise Agreement will be limited by the following, "all rights arising in your favor from the provisions of Article 33 of the GBL. of the State of New York and regulations issued thereunder will remain in force; it being the intent of this proviso that the non-waiver provisions of GBL., Sections 687.4 and 687.5 be satisfied."

Although the Franchise Agreement does not contain any provision permitting you to terminate the Agreement, you have whatever rights you may have under applicable law to terminate the Franchise Agreement.

No assignment will be made except to an Assignee who, in our opinion, is willing and able to assume our obligations under the Franchise Agreement.

The Franchise Agreement requires the application of Texas law, however, the choice of law provision should not be considered a waiver of any right conferred upon the franchisee by the General Business Law of the State of New York, Art. 33.

6. As to any state law described in this Addendum that declares void or unenforceable any provision contained in the License Agreement, the franchisor reserves the right to challenge the enforceability of the state law by, among other things, bringing an appropriate legal action or by raising the claim in a legal action or arbitration that you have initiated.

D-1223720 16.DOC

ADDENDUM TO MARBLE SLAB CREAMERY, INC. OFFERING CIRCULAR FOR THE STATE OF WASHINGTON

1. The state of Washington has a statute, RCW 19.100.180 which may supersede the Franchise Agreement in your relationship with Marble Slab Creamery, Inc. including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the Franchise Agreement in your relationship with Marble Slab Creamery, Inc. including the areas of termination and renewal of your franchise.

2. In any arbitration involving a franchise purchased in Washington, Washington law currently requires that the arbitration site will be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW (the "WFIPA") will prevail.

4. A release or waiver of rights executed by a franchisee will not include rights under the WFIPA except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the WFIPA, rights or remedies under the WFIPA such as a right to a jury trial may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect Marble Slab Creamery, Inc.'s reasonable estimated or actual costs in effecting a transfer.

D-1223720 I6.DOC

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