UFOC

Sample UFOC

RECEIVED

INFORMATION FOR PROSPECTIVE FRANCHISEES

M 3 0 2006

REQUIRED BY THE FEDERAL TRADE COMMISSION Deparrm t

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. 20580

Pinkberry Franchising Company - UFOC - 05.2006

pinkberry

FRANCHISE OFFERING CIRCULAR

PINKBERRY FRANCHISING COMPANY

A California corporation

2212 West Washington Boulevard

Los Angeles, CA 90018

Our franchise involves a distinctive method for the operation, marketing, promotion, advertising and managing of a Pinkberry® Store, providing a health conscious themed, relaxed and simple environment specializing in natural frozen yogurt with fresh fruit and other toppings, offering a choice of shaved ice and yogurt drinks and related products and services.

We offer, and grant, to qualified applicants, a franchise to establish and operate a single Pinkberry® Store Franchise (the "Franchised Business") from one approved location within a prescribed geographical area using the Pinkberry® trademarks, logos, programs, promotional materials and operating methods we've developed (the "Pinkberry® System" or "System"). The Initial Franchise Fee is $40,000 and the estimated initial investment required ranges from $217,030- $406,300.

Risk Factors:

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

THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA 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.

THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

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

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

The Effective Date of this Offering Circular is________________, unless otherwise noted

on an addendum for your state included in Exhibit D of this Offering Circular.

Pinkberry Franchising Company - UFOC - 05.2006

TABLE OF CONTENTS

ITEM PAGE

1. FRANCHISOR, ITS PREDECESSORS AND AFFILIATES 1

2. BUSINESS EXPERIENCE 3

3. LITIGATION 4

4. BANKRUPTCY 4

5. INITIAL FRANCHISE FEE 4

6. OTHER FEES 5

7. INITIAL INVESTMENT 7

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 11

9. FRANCHISEE'S OBLIGATIONS 11

10. FINANCING 13

11. FRANCHISOR'S OBLIGATIONS 13

12. TERRITORY 20

13. TRADEMARKS 24

14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 25

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISE BUSINESS 25

16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 26

17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 26

18. PUBLIC FIGURES 30

19. EARNINGS CLAIMS 30

Pinkberry Franchising Company - UFOC - 05.2006

ITEM PAGE

20. LIST OF OUTLETS 31

21. FINANCIAL STATEMENTS 32

22. CONTRACTS 32

23. RECEIPT 32

EXHIBITS

A. FRANCHISE AGREEMENT WITH EXHIBITS

B. FINANCIAL STATEMENTS

C. STATEMENT OF PROSPECTIVE FRANCHISEE

D. STATE ADDENDA TO THE UFOC AND FRANCHISE AGREEMENT

E. OPERATIONS MANUAL TABLE OF CONTENTS

F. LIST OF STATE AGENCIES AND AGENTS FOR SERVICE OF PROCESS

G. RECEIPT

Pinkberry Franchising Company - UFOC - 05.2006

1. THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor. Business Form. Names. Address

The Franchisor is Pinkberry Franchising Company. To simplify the language in this Offering Circular, "we," "us" or "our" means Pinkberry Franchising Company. "You" or "your" means the person who buys the Franchise. If a corporation, LLC or partnership buys the Franchise, "you" includes the Franchisee's owners, as appropriate. Capitalized terms not defined in this Offering Circular have the meaning described in the Pinkberry Franchise Agreement ("Franchise Agreement" or "Agreement") attached as Exhibit A to this Offering Circular.

We were formed in the State of California on May 16, 2006. Our principal place of business is located at 2122 West Washington Boulevard, Los Angeles, CA 90018. We have no predecessors. We do not do business under any other name.

Our agents for service of process in states requiring franchise registration are disclosed in Exhibit F.

Affiliates and Other Information

Pinkberry, Inc., an Affiliate of ours, was formed as a California corporation on January 8,

2004. Pinkberry, Inc., through its predecessor, Hye Kuang Hwang, a sole proprietorship, has operated a business of the type being franchised since 2004, and will continue to do so. Pinkberry Inc.'s principal business address is 2122 West Washington Boulevard, Los Angetes, CA 90018

Iceberry, Inc., an Affiliate of ours, was formed as a California corporation on November 1,

2005. Iceberry, Inc., has entered into a lease in the Los Angeles, CA area with a view to operating a business of the type being franchised and is planning to open the business at 3300 West. 6^th Street, Suite 4, Los Angeles, CA 90020 during 2006. Iceberry, Inc.'s principal business address is 2212 West Washington Boulevard, Los Angeles, CA 90018

Pinkberry Production Company, an Affiliate of ours, was formed as a California corporation on May 15, 2006. Pinkberry Production Company has taken over the manufacturing operations that were previously carried out by Pinkberry, Inc. Pinkberry Production Company is now the sole and exclusive manufacturer of the Pinkberry proprietary yogurt mix and shall be the sole vendor of the yogurt mix product for the franchisees and for all company owned Pinkberry Stores. Pinkberry Production Company will also produce paper goods and other products for use by the franchise system. Pinkberry Production Company has never operated a business of the type being franchised. Pinkberry Production Company's principal business address is 2122 West Washington Boulevard, Los Angeles, CA90018.

As of May 31, 2006, there were [11] Dealerships licensed to operate [11] Pinkberry Yogurt Outlets, all of whom are listed on Exhibit D attached to this Offering Circular. The Dealership Agreements were sold to individuals exempt from the requirement for disclosure under Section 31109 of the California Franchise Investment Laws. Together with Pinkberry, Inc., following the effective date of this Offering Circular, we will offer each Dealership the opportunity to terminate his or her Dealership Agreement and become a Pinkberry Store franchisee and to operate his or her Pinkberry Store under our Franchise Agreement (the "Franchise Agreement") and our Conversion Addendum to Franchise Agreement in the form attached to attached to our Franchise Agreement as Attachment I. Dealerships will not be required to become Pinkberry Store franchisees. Dealerships who choose not to become Pinkberry Store franchisees will continue to operate their Pinkberry Yogurt businesses under their Dealership Agreements until the Dealership Agreement terminates. Dealerships who elect to sign our Franchise Agreement and

Pinkberry Franchising Company - UFOC - 6/2006

Conversion Addendum to Franchise Agreement will not pay an initial franchise fee. Pinkberry, Inc., no longer offers Dealership Agreements.

Our Business Activities and the Franchises to be Offered in this State

We offer, and award to qualified applicants, a franchise to establish and operate a single Pinkberry Store Franchise (the "Franchised Business") from one approved location within a prescribed geographical area using the Pinkberry trademarks, logos, programs, promotional materials and operating methods we've developed, (the "Pinkberry System" or "System"). As a Pinkberry Franchisee, you will be operating a Pinkberry Store providing a health conscious themed, relaxed and simple, environment specializing in natural frozen yogurt with fresh fruit and other toppings and offer a choice of shaved ice and yogurt drinks and related products and services.

We believe that the market for services and products offered by Pinkberry Store Franchises is established and year round. The primary markets for these products and services consist of health conscious individuals, and families.

If we award you a Franchise, you will be competing with other health food and dessert food stores of all styles, including all varieties of fast food stores, including but not limited to, frozen yogurt and ice-cream stores, and juice stores. You should consider these competitive factors before deciding to buy a franchise.

Our initial offer of Pinkberry Store Franchises in this state is being made under this Offering Circular. We have never owned and do not currently own and/or operate any Pinkberry Store Franchises, although we have the right to do so. We have never offered franchises in any other line of business. Our Affiliate, Pinkberry, Inc. currently owns and operates one Pinkberry Store and will continue to operate this store and is in the process of developing additional stores in California. The locations of these existing and future Stores are listed in Item 20.

Pinkberry is a franchise concept that has only been franchised for short time, and is for the most part untested as a franchise opportunity. Further, although we have operated a business of the type being franchised in the past, we are not an experienced Franchisor. You should expect that additional changes in the System will take place; our limited experience makes it impossible to predict results; and no guarantee can be made that you will be successful in operation of your Franchised Business.

Industry Regulations

In addition to any city or county business licenses applicable to the services you will be providing, you must comply with all local, state and federal laws, pertaining to food-service businesses, including any business, retail sales, zoning, environmental, labor relations, sanitation, safety, fire, food-service, and health codes, regulations and ordinances, as well as laws and regulations relating to the use of video games machines and access by persons with disabilities. You are solely responsible for identification of and compliance with all laws, ordinances and/or regulations applicable to your Pinkberry Store Franchised Business. We strongly recommend that you undertake these investigations in the operation of your Franchised Business to the extent that you are lawfully permitted.

Pinkberry Franchising Company - UFOC - 6/2006 2

You should independently research and review the legal requirements of the food services industry with your own attorney before vou sign any binding documents or make any investments.

It is your sole responsibility, on an ongoing basis, to investigate and satisfy all employment, worker's compensation, insurance, corporate, tax and similar laws and regulations, since they vary from place to place, can change over time, and may affect the operation of your business.

This Offering Circular describes the terms and conditions on which we currently offer Franchises in this state. We reserve the right, in our sole discretion, to grant, or not to grant, a Pinkberry Store Franchise to any prospective franchisee, regardless of the stage of the franchise contract process, costs expended by the prospective franchisee or otherwise. We may offer Pinkberry Store Franchises in other states or countries, on economic and/or other terms, which differ from those offered by this Offering Circular and there may be instances where we have varied, or will vary, the terms on which we offer franchises to suit the circumstances of a particular transaction. We strongly urge you to carefully review all documents, including a comparison to any prior Agreement if a renewal or transfer of an existing franchise agreement is involved, as well as this Offering Circular, with independent advisors who can provide legal, business and/or economic guidance, such as a lawyer and/or accountant.

You should understand that every detail of your Franchise will be important not only to you, but also to us and to all Franchisees. Therefore, during the term of the Franchise Agreement, you must, at all times, develop and operate your Franchised Business in compliance with all System Standards, as we may modify them in the future. Note that changes in the System Standards may require additional investments by you in your Franchised Business.

This Offering Circular contains a summary of various provisions of our program and the Franchise Agreement and other documents. We have summarized the main features of our program above and further information appears at appropriate points throughout this Offering Circular. Of course, the descriptions in this Offering Circular are required to be brief and are for general informational purposes only. In many cases, the Offering Circular contains only excerpts or summaries of other documents. The actual provisions of these documents will control in every case and you should refer to the Franchise Agreement and other documents for more complete information.

The Franchised Business involves substantial business risks that cannot be eliminated. The risk may be greater for a new franchise concept/franchisor with limited experience, such as this one. Significant investment beyond that outlined in this Offering Circular may be required to succeed. Your volume, profit and possible success are primarily dependent on your financial, management and other resources, your personal business, marketing, management judgment and other skills, your willingness to work hard and smart as well as your proper use of the System. We cannot and do not guarantee your success.

2. BUSINESS EXPERIENCE

President - Hve Kvunq ("Shelley") Hwang

Hye Kyung Hwang has been serving as President for Pinkberry, Inc., since its incorporation in January 2004. Prior to that from 2001 to 2004, Ms. Hwang was President of Seoul Textile, a garment manufacturing company located in Los Angeles, CA. Between 1999 and 2000, Ms. Hwang worked as the Manager of Marina Restaurant in Los Angeles, CA. From 1998-1999, she was manager of a Coco's restaurant in Los Angeles, CA.

Pinkberry Franchising Company - UFOC - 6/2006 3

Chief Operating Officer - Kavlev Kim

Ms. Kim was appointed as our Chief Operations Officer upon our incorporation. Ms. Kim joined our affiliate Pinkberry, Inc. in August 2004 as Operations Manager and she also retains that position today. Prior to that, from February 2004 to August 2004, Ms. Kim was Assistant Manager to Jamison Properties located in Los Angeles. From November 2001 through July 2003, Ms. Kim was employed as an Accounting Manager by Kabuki Restaurants in Los Angeles. From June 1999 to January 2001, Ms. Kim was employed as Assistant Manager at the Shogun Restaurant in Pasadena California.

3. LITIGATION

No litigation is required to be disclosed in this Offering Circular.

Neither we nor any person listed in Item 2 of the UFOC is subject to any currently effective order of any national securities association or national securities exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling such persons from membership in such association or exchange.

4. BANKRUPTCY

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

5. INITIAL FRANCHISE FEE

The Initial Franchise Fee is $40,000, is entirely n on-refundable and is uniform as to all franchises currently being offered. You must pay the Initial Franchise Fee in a lump sum when you sign the Franchise Agreement. The Initial Franchise Fee becomes part of our general funds and there is no limit on its use.

If in our Business Judgment you are not able to acquire a site within the time provided in the Franchise Agreement in your Territory due to special circumstances within your Territory, then we may offer you an alternate Territory and amend the Franchise Agreement accordingly. In those special circumstances, which shall only occur in our Business Judgment, the payment of the Initial Franchise Fee will be credited against the payment for the new Territory, but only if you sign a General Release and a Franchise Agreement Amendment document acceptable to us.

Release.

As a condition to the occurrence of any of the following events, you and/or any affiliate/owner of yours will sign a General Release, excepting only (where the releases are expressly prohibited by applicable law) those claims solely related to the offer and sale of the new Franchise:

1) the awarding of any future, additional or other franchise;

2) the renewal of this franchise and/or awarding of a successor franchise; any assignment or transfer (as defined in the Franchise Agreement) by you and/or any affiliate/owner of you; and/or

3) any other event described in the Franchise Agreement as being conditioned in whole or in part upon such a General Release (as defined in Section 22 of the Agreement).

Pinkberry Franchising Company - UFOC - 6/2006

The Initial Franchise Fee covers an initial training program for either one or two individuals, who must include you and the initial Pinkberry Store manager, who may be you. There is no reduction or refund of any part of the Initial franchise Fee if one individual attends the initial training program. (See Item 11 for more information on our Training Program).

6. OTHER FEES

Name of Fee¹¹'	Amount	Due Date	Remarks
Royalty Fee	3% of Gross Revenues'²' or the then current minimum, whichever is greater.	10^th of the month foliowing the end of the prior calendar month's royalty period.	Royalty payments are due commencing with the royalty period in which you open your Pinkberry Store Franchised Business or 180 days after the Effective Date of the Franchise Agreement, whichever is sooner.
Interest and Late Fees	Interest will be charged on unpaid royalties at the highest rate allowed by law not to exceed 1.5% per month, and a late of fee of $50.00 per failure to pay or deliver a report will be charged.	On demand	Interest on all amounts owed us. We may require payment by cashier's check for repeated late payments. See Franchise Agreement section 9.4.
Successor Fee	20% of the then-current Initial franchise fee (minimum of $8,000)	At the time of your election to renew	Non-refundable unless we do not grant a successor agreement to you. Minimum amount subject to inflation adjustment.
National Marketing Fund Contributions⁽³⁾	2% of Gross Revenues'³'	Not in effect at this time	Not in effect at this time
Local Marketing Expenses'²'	2% of Gross Revenue'³'	As incurred	Paid to local vendors. Subject to inflation adjustment.
Minimum Working Capital	$30,000 to $60,000	As needed	You will need a minimum of $30,000 in working capital in your bank account to support ongoing costs of your business, such as supplies, payroll, utilities, taxes, loan payments, ongoing franchise fees and other expenses, to the extent that revenues do not cover business costs.
Customer Satisfaction, Quality Control Programs	To be determined.	On demand.	We may institute various programs for auditing customer satisfaction and/or other quality control measures; you may be required to pay the costs of these programs.
Audit Expenses	Cost of audit, and understatement plus interest.	Within 15 days of invoice.	Costs of audit payable if a discrepancy of Gross Class Revenues is greater than 5%.
Internet Service Fee	$50	Monthly	If required pursuant to Franchise

Pinkberry Franchising Company - UFOC - 6/2006

NameofFee⁽¹⁾	Amount	Due Date	Remarks
			Agreement Section 11.
Mandatory Convention	To be determined,	As arranged.	You are required to attend all
Attendance	based on attendance		mandatory meetings unless
	fees, travel, living and		excused by us.
	incidental expenses.
Transfer Fee	$5,000 plus the then-	At the time of the	In our sole discretion, we may
	current Initial Franchise	permitted transfer	require the transferee to sign a
	Fee.	of the Franchised	Franchise Agreement and other
		Business.	documents for the full term then being offered and pay the pro, rated initial fee in addition to any transfer or other fees. Franchise Agreement section 14.3 .
Management Fee	$500 per day plus	Deducted from	Expenses include compensation,
(only on default by	expenses	funds of your	other costs, travel and living
you)		Businesses	expenses of appointed manager. Subject to inflation adjustment.

(1) All fees described in this Item are applicable to each Pinkberry Store Franchise unless otherwise noted. All fees are imposed by and payable to us and are non-refundable.

(2) Gross Revenues includes all charges and/or revenues which are, or could be, received or earned by you {and/or any Affiliate):

A. B.

C. D.

by, at or in connection with your Pinkberry Store Franchise;

relating to the kinds of goods or services available now or in the future through a

Pinkberry Store Franchise and/or distributed in association with the Marks or the

Pinkberry Store Franchise System;

relating to the operation of any Similar Business;

with respect to, any tenants and/or subtenants of yours on the Premises

(including rent and other lease payments); and/or

with respect to any co-branding activities.

All sales and/or billings, whether collected or not, will be included in Gross Revenue, with no deduction for credit card or other charges. Gross Revenue does not include sales tax collected and paid when due to the appropriate taxing authority and actual customer refunds, adjustments and credits.

We may choose in our Business Judgment to require you to pay the Minimum Royalties for Pinkberry Store Franchises. The Minimum Royalties will be implemented and become effective upon 30 days' written notice to you. The Minimum Royalties shall not be implemented until there are at least ten (10) Pinkberry Store Franchises open and operating for a period of at least 6 months.

Period Open*

Minimum Royalties (adjusted every 6 months)

Pinkberry Franchising Company - UFOC - 6/2006 6

Less than Six Months	5% of PUA**
6 months or more	6% of PUA**

*Measured from the earlier of: actual opening date, or the date by which the Store is required to be open.

**"PUA" or "Per Unit Average": The average Gross Revenues for all Pinkberry Store Franchises in the United States during the most recent 6 month period before the measuring date.

(3) We reserve the right to establish a Marketing Fund for advertising, publicity, marketing, promotion and related purposes and require you to pay a reasonable monthly contribution to support the fund. The amount of the Marketing Fund Contribution may be adjusted from time to time by us in accordance with inflation adjustments as set out in the Franchise Agreement.

7. INITIAL INVESTMENT

Certain estimated costs for opening and operating during the initial phase of the business.

Description	Estimated Amount	Method of Payment	When Due	To Whom Payable
Initial Franchise Fee¹¹'	$40,000	Lump Sum	On signing Franchise Agreement	Us
Design Fee¹	$10,000	LumpSum	Prior to Opening	Approved Architect
Expenses While Training'²¹	$4,000-$10,000	As arranged	As incurred	Transportation Lines, Hotels, etc.
Acquisition of Real Estate / Deposits and Initial Rent (minimum five year lease)⁽³⁾	$10,000-$25,000	As arranged	As incurred	Landlord/Mortgagee
Construction and remodeling¹⁴'	$40,000 -$100,000	As arranged	Prior to Opening	Vendors
Furnishings¹⁵'	$35,000 -$45,000	As arranged	Prior to Opening	Approved Vendors
Fixtures'⁶'	$31,000-	As arranged	Prior to Opening	Approved Vendors
Equipment*⁷'	$15,000-$25,000	As arranged	Prior to Opening	Vendors
Inventory'⁸'	$3,000 - $6,000	As arranged	Prior to Opening	Approved Vendors
Utility Deposits and Fees ^w	$0-$10,000	As arranged	Prior to Opening	Utilities
Business Licenses¹¹⁰'	$1,000-$5,000	As arranged	Prior to opening	Government and agencies
Wages for	$10,000-	As arranged	Prior to opening	Employees

Pinkberry Franchising Company - UFOC - 6/2006 7

Description	Estimated Amount	Method of Payment	When Due	To Whom Payable
employees	$20,000
Insurance'¹¹'	$1,000-$2,000	As arranged	Prior to Opening	Insurance Agencies
Grand Opening	$2,000	As arranged	During one week before and 30 days after opening	To vendors
Computer hardware/software/ POS System ⁽¹²⁾	$12,000	As arranged	Prior to opening	Vendors
Telephone	$0 -$200	As arranged	Prior to opening	Vendors
Internet Connection'¹³'	$30-$100	As arranged	Prior to opening	Vendors
Signage'¹*'	$2,000 - $3,000	As arranged	Prior to opening	Vendors
Additional Funds -3 months'¹⁶'	$20,000 -$60,000	As arranged	As incurred	Approved Suppliers, Vendors, etc.
TOTAL¹¹⁷'	$217,030-$406,300

(1) This table shows the estimated expenditures required to develop a single Pinkberry Store Franchised Business pursuant to a Pinkberry Store Franchise Agreement. If you are developing more than one unit, your costs will be (generally) proportionately higher. The Initial Franchise Fee is non-refundable. We do not finance any fees. You must pay the Initial Franchise Fee in a lump sum when you sign the Franchise Agreement.

(2) You are responsible for arranging your transportation and paying the expenses for transportation, meals and lodging for you and your manager while attending the 10 day training program. The amount you spend will depend on several factors, including the distance you have to travel and the type of accommodations you choose. We based this estimate upon attendance of 1 person.

(3) Real estate costs can vary widely depending upon a multitude of factors related to location, including whether the property is purchased or leased, local market conditions, the size, type, condition and location of the property and zoning requirements. The size of a typical site is between 650 and 1,250 square feet. These figures are based on this square footage and the assumption that a landlord will require first and last months rent.

(4) The cost of construction and remodeling depends on the size and condition of the premises, the local cost of contract work and the location of your Pinkberry Store. The amount may be less if the lessor provides a construction allowance for tenant improvements and on how you negotiate the terms of your lease. These figures are based on the assumption of an average build out cost of $165 per square foot.

(5) Figures for Furnishings include tables, chairs, lights, menu board, and trade dress.

(6) Figure for fixtures includes required yogurt machines.

Pinkberry Franchising Company - UFOC - 6/2006

(7) Figures for Equipment include sinks, prep tables, refrigeration and utensils and music system, lights, counters, restrooms and floorings.

(8) Figures for Inventory include Food stuffs, plastic and paper goods, menus, t-shirts etc., may have COD requirements at outset if franchisee doesn't meet credit criteria.

(9) The figures provided for utility deposits do not include any special connection and/or tap fees, EDD or sales taxes which are based upon projected sales.

(10) You may also be required to obtain a license to do business in the City or County where you conduct businesses will depend upon your local city or county ordinances.

(11) You must maintain in force policies of insurance issued by carriers we have approved covering various risks. We may specify the types and amounts of coverage required under these policies and require different and/or additional kinds of insurance at any time, including excess liability insurance. Each insurance policy must name us and our Affiliates as additional named insureds, will contain a waiver of all subrogation rights against us and our Affiliates and any successors and assigns, and must provide for 30 days' prior written notice to us of any material modifications, cancellation, or expiration of the policies. Our insurance requirements are:

Personal Injury and Liability $1,000,000 per occurrence

Personal Property Damage $50,000 per occurrence

Kitchen Equipment $50,000 per occurrence

General Liability $2,000,000 aggregate

Business interruption Actual Loss

Workers Compensation According to statute

These requirements are subject to change. You must give us a certificate of insurance, in a form acceptable to us, evidencing this coverage, naming Pinkberry Franchising Company. and Pinkberry, Inc. as "Additional Insureds"

(12) This figure includes costs for 2 POS terminals. We have not included the purchase price of the required hardware and software maintenance agreements in the figures. See Item 8.

(13) You must obtain DSL or cable internet connection services, which may not be dial up, or linked to a telephone line. Your initial investment will depend on your location, and any modifications needed for hook up and installation.

(14) One exterior and one interior signage required and included in figures.

(15) Miscellaneous Costs includes items such as incorporation costs and purchase of career apparel; however, does not include rent, or security deposit. Additional Funds is an estimate of certain funds needed to cover business (not personal) expenses during the first 3 months of operation of your business. You will need capital to support on-going costs of your business, such as payroll, utilities, taxes, loan payments and other expenses, to the extent that revenues do not cover business costs. This is only an estimate, and we can't guarantee that the amounts specified will be adequate. You may need additional funds during the first 3 months of

Pinkberry Franchising Company - UFOC - 6/2006

initial operation or afterwards. We do not furnish or authorize our salespersons or any other persons or entities to furnish estimates as to the capital or other reserve funds necessary to reach "break-even" or any other financial position, nor should you rely on any such estimates. The 3-month period from beginning your business covers the time by which most Franchisees are fully operational but does not necessarily mean that you will have reached "break-even", "positive cash flow", or any other financial position. In addition, the estimates presented relate only to costs associated with the Franchised Business and do not cover any personal, "living," unrelated business or other expenses you may have, such as royalty payments, debt service on any loans, state sales, and/or use taxes on goods and services, and a variety of other amounts not described above. Although we make no estimates or representations regarding financial performance of a Pinkberry Store Franchise Business, we recommend that, in addition to the additional funds shown, you have sufficient personal savings and/or income so that you will be self-sufficient for at least 3 months.

(16) All of the above figures are estimates of certain initial start up expenses. It is not all-inclusive as noted above, and we cannot guarantee you will not have additional expenses in starting your Pinkberry Store Franchise Business. The total figure listed in the above chart does not include compensation for your time or labor or costs for obtaining a vehicle (if needed). Your costs will vary depending on such factors as: how much you follow the Pinkberry Store System; your management and marketing skills, experience and general business ability; and local and general economic conditions.

Miscellaneous costs to begin operations and other financial requirements may be more or less than the figures specified above. Many of these factors are primarily under your control in your independent operation of the business, and may include necessary licenses, permits or certifications. You are solely responsible for identifying and complying with all applicable laws, regulations and ordinances, including all licenses and permits that may be required for your Pinkberry Store Franchised Business. We have made no provision for capital or other reserve funds necessary for you to reach "break-even" or any other financial position nor do any of these estimates include any finance charges, interest or debt service obligations. You should not assume that revenues from your customers will necessarily cover your initial (or other) expenses. You should review these figures carefully with a business advisor (such as an accountant) before making any decision to purchase the franchise. In preparing the figures in this chart, we relied on our Affiliate's 2 years operating Pinkberry Store in California and the over 10 additional years of experience of certain of our personnel in industries unrelated to Pinkberry Stores.

Since costs can vary with each Franchisee, we strongly recommend that vou fa) obtain independent estimates from third-party vendors and your accountant of the costs which would apply to your proposed establishment and continued operation of a Pinkberry Franchise, (b) discuss with current Pinkberry Franchisees their economic experiences (including initial costs) in opening and operating a Pinkberry Franchise (although there may be a limited number of franchisees to speak with because we are a start up franchise company), (c) research applicable regulations and their impact on your costs and operations and (d) carefully evaluate the adeouacv of your total financial resources and reserves.

Although we make no estimates or representations regarding financial performance of a Pinkberry Store Franchise, we recommend that, in addition to the additional funds shown, you have sufficient personal savings and/or income so that you will be self-sufficient and need not draw funds from the Franchised Business for at least 3 months after start-up. We cannot predict if you will have reached positive cash flow by that time or not.

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8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

How We Issue and Modify Standards and Approvals of Suppliers and Products

You must purchase, use and offer each of, and only, the types, brands and/or quality of marketing and merchandizing products and services we designate. You may not offer or deal with any products, services or suppliers not approved by us from time to time. We formulate and will provide you (through the Manuals or other means) with any applicable specifications for menu items, ingredients, equipment, inventory, vending machines, customer service requirements and other items, all of which are subject to change by us. Approved suppliers may include, and may be limited to, us and/or companies affiliated with us. We may designate a single supplier or multiple suppliers, and may concentrate purchases with one or more suppliers.

We may approve, revoke or deny approval of particular items or suppliers in our Business Judgment. You can request the approval of an item, service or supplier by notifying us in writing and submitting any information and/or materials we may request. Generally, we condition our approval of a supplier based on several criteria including, but not limited to, (i) the proposed item meeting our exact specifications, (ii) the supplier's ability to handle the volume requirements of supplying the product in the quantities and timely as required, and (iii) the consistency of the quality of the product delivered. It is our practice to require the right to audit our approved suppliers in order to audit the supplier relationship and the quantity of goods ordered by you. We have no contractual obligation to notify you within a specific period of time whether or not you are authorized to purchase or use the proposed item or to deal with the proposed supplier. However, we plan to notify you within 30 days of receiving adequate information and/or materials relating to the item being evaluated. Currently, we do not receive revenue or other benefits from suppliers in relation to items purchased by our Franchisees, but we reserve the right to do so in the future.

Proportions of Required Purchases

We estimate that assuming the estimated minimum initial costs to begin operations and other financial obligations are within the ranges described in Item 7 of this Offering Circular, the proportion of your purchases and leases of goods and services from approved suppliers or of products that meet our specifications to be approximately 2% of all the purchases and leases in establishing your Franchised Business and approximately 6% to 10% of your ongoing costs of operating your Franchised Business.

Negotiation of Purchase Arrangements

Currently, we do not negotiate purchase arrangements, such as volume discounts, with approved suppliers for the benefit of our Franchisees, but we may do so in the future.

Purchasing or Distribution Cooperatives

Currently, there are no formal or mandatory purchasing or distribution cooperatives in the System, but we reserve the right to institute them in the future.

9. FRANCHISEE'S OBLIGATIONS

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

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Obligation	Section in franchise Agreement	Item in Offering Circular
a. Site selection and acquisition/lease	3.1,3.2	11,12
b. Pre-opening purchases/leases	3.1,3.2, 3.3,3.4,3.5	5, 6, 7, 8
c. Site development and other pre-opening requirements	3.1,3.2,3.3,3.4,3.5 3.6, 3.7 10	5,7
d. Initial and ongoing training	5.1,5.2, 10.5	5,6,7, 11
e. Opening	3.1,3.3,3.6,3.7	7, 11
f. Fees	3.7,5.1, 9.1 -9.8, 10.8, 11.1-11.3, 13.3, 14.3, 15.3, 16.5, 16.9	5,6,7,11
g. Compliance with standards and policies/Operations Manual	1.1,2.1,3.2,5.1,5.3,7.1, 8.1,9.2, 10.1, 10.4, 11.3, 14.3, 15.2, 16.2-16.5 17.2, 19.8,20.	8, 11
h. Trademarks and proprietary information	2.2,6.1 -6.4,8.2, 10.1, 11.3, 14.1 14.7, 16. 19.1	13, 14, 17
i. Restrictions on products/services offered	2.2,3.3-3.5, 10.2	8, 12,16
j. Warranty and customer service requirements
k. Territorial development and sales quotas	2.2, 16.5	12
1. Ongoing product/service purchases	4, 10.2	8
m. Maintenance, appearance and remodeling requirements	3.3-3.5, 10.1	17
n. Insurance	10.6	6
o. Advertising	2.3,3.6,3.7, 11.1 -11.4	7, 11
p. Indemnification	5.3,7.4, 14.5, 14.6, Exhibit 1.2,	None
q. Owner's participation/ management/staffing	2.4,5.1,8.1, 10.5, 14.2, 15.3.	6,7, 15
r. Records/Reports	12.1 -12.2	6
s. Inspections/Audits	4,9.4, 10.2, 12.1 -12.2, 13.1, 13.2	6
t. Transfer	14.1 -14.7	6, 17
u. Renewal	15.1-15.3	6, 17
v. Post-Termination obligations	8.1, 8.2, 17.1-17.4	17
w. Non-Competition covenants	8.2, 17.2	17
x. Dispute resolution'¹*	19.1 -19.16	9, 17
y. Other	None	None

(1) The Franchise Agreement contains a simple dispute resolution clause which states that if the parties cannot resolve their differences amicably they will proceed to litigation. There are no mandatory arbitration clauses. You should read Sections 17 and 19 of the Franchise Agreement and you may want to consult an attorney regarding the effect of these provisions.

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10. FINANCING

We do not offer direct or indirect financing.

11. FRANCHISOR'S OBLIGATIONS

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

Our Pre-Opening Obligations to You. We have the following obligations to you before you open your Pinkberry Store to the public:

A. We will provide you with an initial orientation to provide you with materials and guidance for site selection, leasing requirements and guidelines (Franchise Agreement, Section 3.1).

B. We will provide you with initial training (Franchise Agreement, Section 5.1).

C. We will furnish you with standards, specifications and other requirements for your Pinkberry Store Franchise Business. (Franchise Agreement, Section 3.3).

D. We will loan you a copy of (or provide you electronic access to) the Manual (Franchise Agreement, Section 5.3). The Manual is currently in the editing process, and contains a total of 75 to 100 pages. A copy of the Table of Contents to the Manual is attached to this Offering Circular as Exhibit E.

E. We will furnish guidance on your Grand Opening (Franchise Agreement, Section 3.7).

Our Obligations During the Operation of Your Pinkberry Store Franchise. We have the following obligations to you during the operation of your business:

A. We will provide you with updates to the Manual (Franchise Agreement, Section 5.3). A copy of the Table of Contents to the Manuals is attached to this Offering Circular as Exhibit E.

B. We'll provide limited guidance in the operation of your Pinkberry Store Franchise Business. We may provide this guidance electronically, in writing or telephonically, through training programs and/or on site consultations, among other methods. {Franchise Agreement, Section 5.3)

C. We'll furnish advice and guidance to you with respect to our Grand Opening Program. {Franchise Agreement, Section 3.7)

National Advertising

We can, in our Business Judgment, elect to establish an advertising, publicity and marketing fund {the "Marketing Fund") to promote Pinkberry Stores and the Brand. You must contribute to the Marketing Fund 2% of Gross Volume per royalty period, subject to inflation adjustment. Such percentage will be calculated and payable at the same time and in the same manner as percentage and minimum royalties.

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We have sole discretion over all matters relating to the Marketing Fund, operational, marketing or any other matter. The Marketing Fund may be used for (among other things) product development; signage; creation, production and distribution of marketing, advertising, public relations and other materials in any medium, including the Internet; administration expenses; brand/image campaigns; media; national, regional and other marketing programs; activities to promote current and/or future Pinkberry Store and the Brand; agency and consulting services; research; any expenses approved by us and associated with FAC or other Franchisee advisory groups. Among other things, Marketing Fund Contributions may be used for web site development/operation and to pay Internet, Intranet, URL, 800 or similar number, and other charges, fees and/or expenses. A brief statement regarding the availability of Pinkberry Store franchises may be included in advertising and other items produced using the Marketing Fund.

We and/or any Franchisor-Related Persons/Entities can provide goods, services, materials, etc. (including administrative services and/or "in-house advertising agency" services) and be compensated and/or reimbursed for the same by the Marketing Fund, provided that any such compensation must be reasonable in amount. We can arrange for goods, services, materials, etc. (including administrative services) to be provided by independent persons/companies and all related costs, fees, etc. will be paid by the Marketing Fund. While we are not required to do so, any matter we submit for FAC approval for which approval is granted, will be binding on you.

The Marketing Fund will be accounted for separately and may be used to pay all administrative and other costs of the Marketing Fund related to its activities and purposes and/or as authorized by the relevant Franchise Agreements. All taxes of any kind incurred in connection with or related to the Marketing Fund, its activities, contributions to the Marketing Fund and/or any other Fund aspect, whether imposed on us, the Marketing Fund or any other related party, will be the sole responsibility of the Marketing Fund. We will prepare financial statements for the Marketing Fund annually, which will be furnished to you upon written request. Such statements may be audited and any related accounting/auditing costs will be paid by the Marketing Fund. Funds in the Marketing Fund must be expended, prior to termination of the Marketing Fund, only for the purposes authorized by the relevant Franchise Agreement(s). No profit, gain or other benefit will directly accrue to us from the Marketing Fund. All interest earned on monies contributed to, or held in, the Marketing Fund will be remitted to the Marketing Fund and will be subject to the restrictions of the relevant Franchise Agreement(s).

Financial management of the Marketing Fund will be our sole responsibility. We can, in our Business Judgment, do any of the following:

1) compensate ourselves and/or any Franchisor-Related Person/Entity for salaries, administrative costs, overhead and other expenses incurred in Marketing Fund related programs/activities, including but not limited to production, research, insurance, and collection expenses, as well as any legal expense related to the activities and purposes of the Marketing Fund;

2) charge the Marketing Fund for attorneys' fees and other costs related in any way to claims against us and/or any of the Franchisor-Related Persons/Entities, the Marketing Fund and/or the FAC, regarding the Marketing Fund. However, we will be required to reimburse the Marketing Fund for any attorneys' fees and/or costs paid by the

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Marketing Fund in connection with any action in which we are finally found to have acted unlawfully or to be guilty of wrongdoing with respect to the Marketing Fund;

3) spend in any fiscal year an amount greater or less than the aggregate contributions to the Marketing Fund in that year, and the Marketing Fund may borrow from us or other lenders to cover deficits of the Marketing Fund or cause the Marketing Fund to invest any surplus;

4) collect for remission to the Marketing Fund any advertising or promotional amounts offered by any supplier based upon franchisee purchases. Any such contributions, whether or not made with respect to purchases by you, will not count toward your required Fund contributions;

5) pay the advertising, marketing, public relations and related costs involved in any co-branding, dual franchising or other such multi-sponsor programs;

6) revise marketing and other programs, and/or make expenditures from the Marketing Fund, to take account of cultural and other differences (and/or we can delegate management of a portion of the Marketing Fund in connection therewith);

7) defer, waive and/or compromise claims for current/future contributions to, and/or claims against or with respect to, the Marketing Fund and fund the same with the Marketing Fund;

8) take legal or other action against any Franchisee in default of their obligations to the Marketing Fund;

9) merge the Marketing Fund with any marketing fund otherwise established for Pinkberry Store, so long as the restrictions of the relevant Franchise Agreement(s) continue to apply to contributions made by Franchisees under such arrangements;

10) maintain Marketing Fund assets in one or more accounts designated as "trust accounts" for purposes of protecting such assets from claims of third-party creditors (however, such action will not be deemed to create any "trust," "fiduciary relationship" or similar special arrangement);

11) incorporate the Marketing Fund or operate it through an entity separate from us, which is subject to all rights and duties of ours relating to the Marketing Fund;

12) take such other actions in connection with the Fund as we consider to be appropriate and as are consistent with the Franchise Agreement.

You acknowledge and agree that we have no obligation to ensure that expenditures by the Marketing Fund are or will be proportionate or equivalent to contributions to the Marketing Fund by Pinkberry Store operating in any geographic area, or that any Pinkberry Store will benefit directly, indirectly or in proportion to its contribution to the Marketing Fund. We have no obligation to cause other Pinkberry Stores to contribute to the Marketing Fund or engage in local marketing, and we can permit a Franchisee to make direct advertising expenditures in place of

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contributions to the Marketing Fund. You understand that some Pinkberry Store Franchisees may have Marketing Fund obligations that are different from yours, if any. However, all Pinkberry Stores owned by us will make contributions to the Marketing Fund as if they were subject to the then-current form of Franchise Agreement.

Neither we (nor any of the Franchisor-Related Persons/Entities, including the Marketing Fund and/or the FAC) will be liable for any act or omission in connection with the Marketing Fund which is consistent with the Franchise Agreement or which is done in subjective good faith. You and we expressly agree that none of the relationships with you in connection with the Marketing Fund are in the nature of a "trust," "fiduciary" or similar special arrangement.

Subject to the express requirements of this Agreement that your contributions will only be spent as authorized herein, you agree that we can deny access to any and all programs and/or materials created by, and benefits of, the Marketing Fund to you and to any Franchisees who are not in Good Standing.

Your Participation in the Marketing Fund.

You agree to participate in all Marketing Fund programs. You have the right to set your own prices, except that we can specify maximum prices for goods or services to the greatest degree permitted by law. You must fully honor all coupons, price reduction and other promotions/programs as directed by us. The Marketing Fund may furnish you with marketing, advertising and promotional materials; however, we can require that you pay the cost of producing, shipping and handling for such materials.

Your Local Pinkberry Store Marketing Activities.

You must spend for local advertising and promotion of your Pinkberry Store each royalty period 2% of Gross Volume, subject to inflation adjustment as set forth in the Franchise Agreement Section 9.6. If we request it, you will submit verification of your expenditures in a form prescribed by us in our Business Judgment. Appropriate local advertising expenditures may include, but are not limited to, classified telephone directory listings and advertising. Discounts and/or products or services given without charge will not be considered to meet your local advertising obligation under this Section.

Your advertising must be in good taste and conform to ethical and legal standards and our requirements. Samples of all advertising and promotional materials (and any use of the Marks and/or other forms of commercial identification) for any media, including the Internet, World Wide Web or otherwise, must be submitted to us for our review and consent prior to use, which approval we can condition or withhold in our Business Judgment. You agree not to use any materials or programs disapproved by us at any time in our Business Judgment and you must use all materials and programs designated by us as mandatory. We can require that a brief statement regarding the availability of Pinkberry Store franchises be included in advertising used by you and/or that brochures regarding purchase of Pinkberry Store franchises be displayed in your Pinkberry Store.

Any use of the Internet, World Wide Web or other electronic media by you in connection with your Pinkberry Store will be as specified by us in our Business Judgment from time to time, whether in the Manuals or otherwise. Among other things, we can require that any such use be

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through us, using a designated Internet/Intranet Service Provider {which can be us or an Affiliate), and that all pages be accessed through a designated site and/or meet our specifications. In such an event, we can require you to pay by credit card, bank autodraft, or other method required by us, an Internet/Intranet.Service Fee of $50 per month, which we can collect in advance on an annual or other basis. Such Fee is subject to annual adjustment by us.

Computer Hardware and Software and Cash Register

You must purchase, use, maintain and update at your expense software, computer and other POS systems meeting our specifications. There are no contractual limitations on the frequency and cost of upgrades and updates to the systems or programs. You must comply with our then-current terms of use policies and any other requirements regarding any inter/intranet sites we establish for Pinkberry Store Franchised Businesses. We have one approved supplier for this system who is Sunrise Tech. Groups located at 1511 W. Alton Ave., Santa Ana, CA 92704 telephone number 714-444-2844.

You must obtain and maintain at your own expense accounting, sales, reporting and records retention systems conforming to any requirements set by us. We reserve the right to use, and to have full access to, all cash register, computer and any other systems, and the information and data they contain. We may charge a reasonable fee for the license, modification, maintenance or support of software or any other goods and/or services that we furnish to you in related to any of the systems.

In the future, we may introduce to the System additional computer software and hardware (including point of sale and additional back office systems) which you must purchase, use, maintain and update at your expense, as specifications and requirements may be modified over time. In some cases, these components may only be available through us or approved vendors. You may be required to maintain your records in a future Pinkberry System Database. You will be responsible for paying all supplier and/or licensor {which may include us) charges for use, maintenance, support and/or updates to any future required systems. We do not have a contractual obligation under the Franchise Agreement to provide any maintenance, repairs, upgrades or updates on any software or hardware. There are no contractual limitations on the frequency and cost of upgrades and/or updates to the systems or programs. (Franchise Agreement, Sections 4 and 12.1)

You will use the computer for basic accounting practices, receiving and responding to emails, submitting monthly reports. We will have access to all data captured by these computers. There is no contractual limitation on our use of the data, although any use by us shall be for reasonable business purposes.

We do not warrant or have any responsibility for the software or hardware you are required to obtain. Any warranty you may have on equipment or software will be limited to that provided by the applicable manufacturer or licensor.

Selection of the Location of Your Pinkberry Store

You must locate a site acceptable to us and sign a lease, within 3 months from the date of the Franchise Agreement. We have no contractual requirement to consent to the location you select for your Pinkberry Store within a specified period of time. You must open your Pinkberry Store within 6 months of signing the Franchise Agreement. You must obtain certification from a state approved provider as required by State agencies before opening. Factors we consider in

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reviewing a proposed site include the real estate characteristics (parking, access, etc.) area demographics, trade area population and education.

We will require that the Lease you sign will include certain rights the Collateral Assignment attached to the Franchise Agreement as Exhibit 3.2.B.

Typical Length of Time to Open Your Business

The typical length of time between the signing of the Franchise Agreement and the payment of the Initial Franchise Fee and the opening of a Franchise ranges between approximately 3 - 6 months. Factors affecting this length of time include locating a site, completion of training, construction, financing, permits or licenses.

If you do not meet all of your pre-opening obligations (see Sections 3.1 and 3.2 and 3.6 of the Franchise Agreement) within one year of execution of the franchise agreement, we may terminate the Agreement and you will not receive a refund. You may not open your Pinkberry Store until we give you your opening notice.

Training

You must attend an initial orientation at which we will provide you with materials and guidelines for selecting a site for your Pinkberry Store as well as leasing requirements and guidelines.

You must complete our Training Program before operating your Pinkberry Store Franchise Business. The Initial Franchise Fee covers an initial training program for either one or two individuals, who must include you and the initial Pinkberry Store manager, who may be you. There is no reduction or refund of any part of the Initial franchise Fee if one individual attends the initial training program. We may charge a reasonable fee for training of additional and/or subsequent managers. We may eliminate or shorten training for persons previously trained or with comparable experience, however, any manager that has not successfully completed our Training Program must pass the then-current version of competency exam by a grade of 80% or higher.

Initial training lasts approximately two weeks and is held as needed, which we estimate will be approximately three times a year. The training will be held at a corporate unit located in California. Shelley Hwang will oversee the training program.

You'll be responsible for all travel, living, incidental and other expenses for you and your personnel attending the Training Program and any other voluntary or mandatory training programs, seminars or meetings. We may charge a tuition fee for training programs (other than for your initial training).

You and your manager must attend additional and/or refresher training programs, as we may reasonably require to correct, improve and/or enhance your operations, the System and its members. In addition, we can require successful completion of training by all of your supervisory personnel.

Your training program will be personally designed for each individual based on prior Store and business experience and the position and responsibilities that the relevant individual will hold

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in the Pinkberry Store Franchised Business. Each training program will include classroom training and on the job training at an existing Pinkberry Store. The curriculum will include, but not be limited to, the following:

Subject	Instructional Material	Hours of Classroom Training	Hours of On-The Job Training	Training Team
Orientation.	Operation Manual	2 Hours	N/A	Shelley Hwang or designee
Hiring	Interview worksheets	2 Hours	N/A	Shelley Hwang or designee
Training philosophy for employees	Training Manual	2 Hours	N/A	Shelley Hwang or designee
Human Resource standard forms and record keeping	Employee Manual	1 Hours	N/A	Shelley Hwang or designee
Customer Service (the Pinkberry Culture)	Training Manual	1 Hours	N/A	Shelley Hwang or designee
Food Preparation	Operations manual	N/A	Total of 2.5 days within the 2 weeks training period	Shelley Hwang or designee
Plate Presentation	Operations manual	N/A	Total of 1.5 days within the two week training period	Shelley Hwang or designee

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Subject	Instructional Material	HOURS OF Classroom Training	Hours of On-The Job Training	Training Team
Ordering -Product Specification and Inventory Control	Order book with bill to worksheet and purveyor list	N/A	Total of 2.5 days within the 2 weeks training period	Shelley Hwang or designee
Marketing	Advertising and local promotions manual	2hrs		Shelley Hwang or designee
Store Sanitation and Maintenance	Operations manual	N/A	Total of 2.5 days within the 2 weeks training period	Shelley Hwang or designee

Each participant will receive information packages which may be in the form of paper or electronic materials.

Ongoing Training

We can require that you and/or your Manager attend additional and/or refresher training programs, including national and regional conferences, conventions and meetings, as we may reasonably require to, correct, improve and/or enhance your operations, the System and its members. You will be responsible for all travel, living, incidental and other expenses for you and any Manager attending optional or mandatory training programs, seminars or meetings. We may charge a reasonable fee for any training program, conference, convention or other event.

12. TERRITORY

Location and Customers

The Franchise awarded is for the operation of a single Pinkberry Store at an approved location within a prescribed geographical area {the "Territory"). You may not change the location from which you operate your Pinkberry Store without our prior written consent, which may be granted at our sole discretion. Our current policy allows you to solicit or service customers located anywhere, except (i) in another Pinkberry Store franchisee's Territory and (ii) except that you may not solicit or service national or regional accounts which are currently being serviced or solicited by us, our Affiliate, or other Pinkberry Store Franchises. If you would like to use the Marks or System at another location, then you must have our prior written consent from us. We may award you additional Territory or franchises, but only at our sole discretion.

Territory

Subject to our rights as set forth below, we will not enter into a Franchise Agreement licensing a Traditional Pinkberry Store, or ourselves open a Traditional Pinkberry Store, inside the area (the "Territory") described in Exhibit 2.2 of the Franchise Agreement. Your rights in the Territory are exactly (and only) as expressly below. Except for the location of a Traditional

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Pinkberry Store within the Territory, you have no right to exclude, control or impose conditions on the location or operation of present or future Pinkberry Store (or any other brand) units or distribution channels of any type, franchised or Pinkberry Store owned, regardless of their location or proximity to the Premises. You are not granted any rights with respect to other and/or related businesses, products and/or services, in which we or any Franchisor Related Persons/Entities may be involved, now or in the future.

B. We and the Franchisor-Related Persons/Entities expressly reserve all other

rights, and can (along with anyone we designate):

1) own and/or operate ourselves, and/or authorize others to own and/or operate:

a) any kind of business in the Territory, except for a Traditional Pinkberry Store, whether or not using the Pinkberry Store Marks and System; and

b) any kind of business outside of the Territory, including without limitation, Traditional Pinkberry Store, whether or not using the Pinkberry Store Marks and System;

2) sell Pinkberry Store brand (or any other brand) Products and Services (whether or not competitive) to customers located anywhere (including within the Territory) using any channel of distribution other than a Traditional Pinkberry Store located in the Territory;

3) develop or become associated with other concepts (including dual branding and/or other franchise systems), whether or not using the Pinkberry Store System and/or the Marks, and award franchises under such other concepts for locations anywhere;

4) acquire, be acquired by, merge, affiliate with or engage in any transaction with other businesses (whether competitive or not), with units located anywhere. Such transactions may include (but are not limited to) arrangements involving competing outlets and brand conversions {to or from the Pinkberry Store Marks and System). Such transactions are expressly permitted under the Franchise Agreement, and you agree to participate at your expense in any such conversion as instructed by us.

A "Traditional Pinkberry Store" is defined in Article 22 of the Franchise Agreement. The term does not include non-Traditional Pinkberry Store or other distribution opportunities. A non-Traditional Pinkberry Store concept may include (but is not limited to) limited square footage outlets like an "express" unit or a kiosk; units housed within other retail facilities, such as a department store, hotel or casino, Internet sites and/or direct mail operations.

Our current policy is to allow you and other Pinkberry Store Franchisees to accept orders from any customer located anywhere, but we can change this policy in our Business Judgment. You agree to comply with any policy changes.

Exhibit 2.2 to the Franchise Agreement will state if the location and Territory for your Traditional Pinkberry Store has not been identified by the date that you sign the Franchise Agreement. If applicable, we will identify the Territory on a document to be initialed by you and us within 48 hours from our notice to you of our acceptance of the location for your Traditional Pinkberry Store. If:

1) you disagree with such Territory; and

2) you provide us with written notice of your disagreement within 48 hours of your receipt of the Territory boundaries; and

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3) you and we fail to arrive at a mutually acceptable Territory definition;

then,

we will cancel all of our obligations under the Franchise Agreement, and.receive from you (and each Affiliate of yours) a General Release. The Post Termination Provisions of this Agreement will survive such cancellation.

If at any time during the Franchise Agreement, you are not in Good Standing, we can reduce, eliminate or otherwise modify your territorial rights. We do not make any representation or assurance that you can or will achieve such performance minimums contained in the Franchise Agreement.

Distribution Channels

We, our Affiliates and/or any Franchisor-Related Persons/Entities expressly reserve the rights to sell Pinkberry Store Brand (or any other brand) Products and Services (whether or not competitive) to customers located anywhere (including within your Territory), using any channel of distribution located anywhere, subject to certain conditions for specific opportunities in relation to national or regional accounts as described below. In addition, you will comply with any future System Standards regarding inter-franchise sales and System-wide co-operation.

Changes

We (and/or our Affiliates) can acquire, be acquired by, merge, affiliate or dual brand with, or engage in any transaction with other businesses {whether competitive or not), with franchises/outlets located anywhere. We (and/or our Affiliates) may also acquire, be acquired by, merge, affiliate with or engage in any transaction with other businesses (whether competitive or not), with units located anywhere. We can develop or become associated with other concepts (including dual branding and/or other franchise systems), whether or not using the Pinkberry Store System and/or the Marks, and award franchises under other concepts for locations anywhere). These transactions may include arrangements involving competing outlets and brand conversions (to or from the Pinkberry Store Marks and System. These transactions are expressly permitted under this Agreement, and you agree to participate at your expense in any such conversion as instructed by us, without any liability to you.

E-Commerce/Email Business and Special Accounts

Your use of the Internet, World Wide Web, and other electronic or other means of marketing and distribution of goods and/or services can be restricted by us in our Business Judgment. As a pre-opening condition you must have provided us with the information for us to compiete and upload your approved Pinkberry Store location and contact information on our Pinkberry Store website located at www.pinkberryusa.com. You will not market or sell through any venue{s) or channeis of distribution other than your Pinkberry Store Franchise without our written permission. You agree to participate in any Special Account(s) {as defined in Article 22 of the Franchise Agreement) only as we may direct.

We, the Franchisor-Related Persons/Entities and anyone we designate may offer/provide any Products and/or Services or otherwise through the Internet, World Wide Web, direct mail and/or other similar venues (no matter where the customer is located), whether or not in connection with any use of the Marks and/or System.

Pinkberry Franchising Company - UFOC - 6/2006

Relocation

If you need to make a change to the location of your Pinkberry Store, you must provide us with written notice of your intent to relocate. Any relocation for any reason requires our prior written consent, must be within your Territory, and will be at your expense.

Modification of Your Rights in the Territory

We grant a Franchise based on our expectation that you will continuously and diligently follow all System requirements. If you fail to meet any Performance Standards as described in this section and the Franchise Agreement, or are not otherwise in Good Standing, we may reduce, eliminate or otherwise modify your rights in the Territory, including any right of first refusal. "Performance Standards" includes both Pinkberry Store System Standards and Financial Standards (as set out in the Franchise Agreement, this section, the Manuals or otherwise). We do not make any representation or assurance that you can or will achieve any performance minimums.

System Standards

We may evaluate your Pinkberry Store (including inspections, field service visits, customer comments/surveys and secret shopper reports for compliance with Pinkberry Store System Standards using the same methodology and scoring system as we use to evaluated any Pinkberry Store owned and/or operated by us and/or our Affiliates. Your Pinkberry Store will receive a System Standards Score for categories being scored at that time. We will compare your scores with the average score in each category as achieved by all Pinkberry Store in the United States (including those owned and/or operated by us and/or our Affiliates), or other geographic area as we believe appropriate for evaluation purposes.

Financial Standards

We can, in our Business Judgment, compare your Gross Revenue with the then-current "Financial Standard". If we make such an election with respect to your Pinkberry Store, we won't do it any more frequently than as of every six months. The Financial Standard will be determined as follows:

Period Open*	Financial Standards (adjusted every 6 months)
Less than Three Years	50% of PUA**
Three Years or More, But Less Than Four Years	65% of PUA**
Four Years or More	75% of PUA**

*Measured from the earlier of your actual opening date, or the date by which your Pinkberry Store is required to be open.

**"PUA" or "Per Unit Average": The average Gross Revenue for all Pinkberry Stores in the United St

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