UFOC

Sample UFOC

J FRANCHISE OFFERING CIRCULAR

-UL ROBEKS FRANCHISE CORPORATION pCpPi\/ED

->v «i^^fi** W n A California corporation rVL-V-'.' ^v *

■VW^ rTy?J K^C^ 1230 East Rosecrans Avenue, Suite 400

\^^/|_^A^lA^)® Manhattan Beach, CA 90266 APR ' ° 2006

Fruit Smoothies & Healthy Eats Telephone: (310) 727-0500 r**\r,n*

Facsimile: (310) 844-1587 Department of Corporation* www.robeks.com Los Angeles

Franchise Business: ROBEKS® stores feature nutritious food offerings. We sell two types of franchises: (1) ROBEKS® Store franchises for the right to operate a single ROBEKS® store, and (2) Regional Director franchises for the right to recruit franchise prospects and provide ongoing site and operating support and supervision to ROBEKS® Store franchisees in a specific geographic area in exchange for a share of various franchise fees.

Initial Fees: The Initial Franchise Fee for a ROBEKS® Store franchise is $25,000. If you purchase more than one ROBEKS® Store franchise, we discount the Initial Franchise Fee. See Item 5.

Before your ROBEKS® store opens for business, you will pay our Products Affiliate (see Item 1) approximately $5,100 for an initial quantity of Proprietary Products and logo items. See Item 7 and accompanying notes.

A Regional Director pays two different initial fees: (i) an Initial Area Marketing Fee, which, in most cases, is a multiple of $.15 - $.55 times the population in your Regional Director Territory and can range from $13,750 (population 250,000) to $325,000 (population 15,000,000); and (ii) a $15,000 Training and Organizational Fee. See Item 5. Additionally, for any ROBEKS® Store franchise that the Regional Director opens, the Regional Director pays (x) 50% of the Initial Franchise Fee, and (y) 100% of all other initial fees as a ROBEKS® Store franchisee pays.

Initial Investment: The total estimated initial investment to open your first ROBEKS® store is $228,742 to $335,879. This total includes initial fees payable to us and our affiliate, including an Initial Franchise Fee of $25,000. See Item 7 and accompanying notes.

The total estimated initial investment to establish a Regional Director business is $44,750 to $426,000. This includes the $15,000 Training and Organizational Fee and an Initial Area Marketing Fee range of $13,750 to $325,000, which amount depends on the population of your Regional Director Territory. We base this range on organization and overhead expenses during the first 3 months after you sign the Regional Director Marketing Agreement. Additionally, Regional Directors will incur the same initial investment expenses as a ROBEKS® Store franchisee if opening any ROBEKS® store in their Regional Director Territory (although not required to do so), including the Initial Franchise Fee you pay in connection with signing the Franchise Agreement for your first ROBEKS® store, which is 50% ($12,500) of the Initial Franchise Fee charged to new ROBEKS® Store franchisees.

Risk Factors:

THE FRANCHISE AGREEMENT AND REGIONAL DIRECTOR MARKETING AGREEMENT EACH REQUIRE THAT MOST DISPUTES BE RESOLVED FIRST BY NON-BINDING MEDIATION, AND IF THAT PROCESS DOES NOT RESULT IN RESOLUTION, BY ARBITRATION. MEDIATION MUST OCCUR AT OUR HEADQUARTERS, AND ARBITRATION WILL BE HELD IN THE CITY WHERE OUR HEADQUARTERS ARE LOCATED. ALL LITIGATION MUST OCCUR IN THE STATE OR FEDERAL COURTS IN OR CLOSEST TO OUR HEADQUARTERS, EXCEPT IF WE BRING THE ACTION IN YOUR HOME STATE OR IF LOCAL LAW REQUIRES THAT THE ACTION BE BROUGHT IN YOUR HOME STATE. SEE STATE ADDENDA ATTACHED AS EXHIBIT H FOR FURTHER INFORMATION.

THE FRANCHISE AGREEMENT AND REGIONAL DIRECTOR MARKETING AGREEMENT EACH PROVIDE THAT LAW OF THE STATE IN WHICH YOUR STORE IS LOCATED (FRANCHISEE) OR WHERE THE REGIONAL DIRECTOR'S HOME OFFICE IS LOCATED GOVERNS THE AGREEMENT. THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS OTHER LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

IF YOU BUY A REGIONAL DIRECTOR FRANCHISE, YOU WILL BE SUBJECT TO A MINIMUM DEVELOPMENT QUOTA. THE REGIONAL DIRECTOR MARKETING AGREEMENT CAN BE TERMINATED FOR YOUR FAILURE TO MEET THE DEVELOPMENT QUOTA.

AS NOTED IN ITEM 12, WE AND OUR AFFILIATES MAY COMPETE WITH YOU BY SELLING THE SAME OR SIMILAR PRODUCTS THROUGH THE INTERNET, MAIL ORDER CATALOGUES, DIRECT MAIL ADVERTISING AND FROM SUPERMARKETS, HEALTH FOOD STORES AND OTHER FOOD STORES.

YOU WILL NOT BE GRANTED ANY EXCLUSIVE TERRITORY FOR A ROBEKS STORE FRANCHISE.

IF FRANCHISEE IS AN INDIVIDUAL, AN ORDER DISSOLVING FRANCHISEE'S MARRIAGE IS AN EVENT OF TRANSFER, ALTHOUGH IT MAY BE TREATED AS A QUALIFIED TRANSFER UNDER THE AGREEMENT IF THE ORDER DOES NOT ADVERSELY AFFECT FRANCHISEE'S FINANCIAL CONDITION IN A MANNER THAT MIGHT IMPAIR FRANCHISEE'S ABILITY TO PERFORM ITS DUTIES UNDER THE AGREEMENT OR VEST OWNERSHIP OF THE BUSINESS IN A PERSON WHO IS NOT A CERTIFIED MANAGER AND, AT THE TIME OF THE ORDER, NOT INTIMATELY INVOLVED IN DAY-TO-DAY ADMINISTRATION OF THE BUSINESS.

UNLESS PROHIBITED BY APPLICABLE LAW, THE FRANCHISE AGREEMENT, THE REGIONAL DIRECTOR MARKETING AGREEMENT AND OTHER AGREEMENTS IN THIS OFFERING CIRCULAR REQUIRE YOU TO WAIVE YOUR RIGHT TO A JURY TRIAL.

THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

Information comparing franchisors is available. Call the state administrators listed in Exhibit A 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 STATE ADMINISTRATORS LISTED EN EXHIBIT A.

EFFECTIVE DATE: See Exhibit A to this Offering Circular.

Robeks Offering Circular (3-21 -06) (Amended 4-14-06)

INFORMATION FOR PROSPECTIVE FRANCHISEES REQUIRED BY THE FEDERAL TRADE COMMISSION

ROBEKS FRANCHISE CORPORATION

A California corporation

1230 East Rosecrans Avenue, Suite 400

Manhattan Beach, CA 90266

Telephone: (310) 727-0500

Facsimile: (310) 844-1587

www.robeks.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. 20580

Date of Issuance of this Offering Circular: See Exhibit A to this Offering Circular.

Robeks Offering Circular (3-21-06) (Amended 4-14-06)

NOTICE REQUIRED

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.

Each of the following provisions is void and unenforceable if contained in any documents relating to a franchise:

(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 that 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 prior to 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 that 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 5 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 that 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 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.

THE MICHIGAN NOTICE APPLIES ONLY TO FRANCHISEES WHO ARE RESIDENTS OF MICHIGAN OR LOCATE THEIR FRANCHISES IN MICHIGAN.

Robeks Offering Circular (3-21 -06) (Amended 4-14-06)

(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.

Any questions regarding this notice should be directed to the Department of Attorney General, State of Michigan, 670 Williams Building, Lansing, Michigan 48913, telephone (517) 373-7117.

Robeks Offering Circular (3-21 -06) (Amended 4-14-06)

TABLE OF CONTENTS

Page

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

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

3 LITIGATION..........................................................................................................................................4

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

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

6 OTHER FEES..........................................................................................................................................7

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

8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES................................................14

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

10 FINANCING.........................................................................................................................................17

11 FRANCHISOR'S OBLIGATIONS.......................................................................................................17

12 TERRITORY.........................................................................................................................................27

13 TRADEMARKS....................................................................................................................................29

14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION................................................30

15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF YOUR RETAIL

STORE...................................................................................................................................................30

16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.........................................................32

17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION...................................33

18 PUBLIC FIGURES...............................................................................................................................37

19 EARNINGS CLAIM.............................................................................................................................37

20 LIST OF STORES.................................................................................................................................37

21 FINANCIAL STATEMENTS...............................................................................................................41

22 CONTRACTS........................................................................................................................................41

23 RECEIPT...............................................................................................................................................41

EXHIBITS

A. Agent for Service of Process/Effective Dates

B. Franchise Agreement

C. Regional Director Marketing Agreement

D. Addendum to Lease

E. General Release

F. Personal Guaranty

G. Confidentiality, Non-Disclosure and Non-Competition Agreement H. State Addenda

I. Financial Statements

J. ROBEKS® Store Lists

K. List of Robeks Regional Director Franchisees

L. List of Franchise Brokers/Lead Generator Sources

M. Receipt

Robeks Offering Circular (3-21-06) (Amended 4-14-06)

ITEM1

THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

To simplify the language in this Offering Circular, "Company," "we," "us" and "our" refer to Robeks Franchise Corporation. "You" means the person who buys the franchise and includes your owners if you are a corporation or other business entity.

The Franchisor

We are a California corporation incorporated on June 15, 2000, as a wholly owned subsidiary of Robeks Corporation. Our principal business address is 1230 East Rosecrans Avenue, Suite 400, Manhattan Beach, CA 90266; (310) 727-0500; www.robeks.com. We do business under the name "Robeks." We have no predecessors. Our parent company, Robeks Corporation (our "Retail Affiliate"), a California corporation, was formed on January 10, 1996, and shares the same principal business address as our company. Our Retail Affiliate sells the Robeks® Nutritional Boosts and other proprietary ingredients and branded products to our franchisees. We also refer to our Retail Affiliate in this Offering Circular as our "Product Affiliate."

Our Retail Affiliate was formed to capitalize on the growing demand for nutritious foods including blended fruit smoothies and freshly squeezed juices, healthy foods, and nutritional supplements resulting from heightened consumer focus on the nutritional value of foods they eat. Consumers increasingly want healthy and portable alternatives to traditional "fast food" options. Blended-to-order fruit smoothies, freshly squeezed juices and a complimentary line of nutritious foods satisfy that niche.

Our Retail Affiliate developed, owned and operated 30 ROBEKS stores over the first 5 years of its history in order to develop the ROBEKS® brand, operating system, product lines and store development specifications and criteria. Following the development of the franchise program, the Retail Affiliate sold Robeks® stores to franchisees in order that we and our affiliates could primarily focus on franchise support. As of December 25, 2005, the Retail Affiliate operates no ROBEKS® stores.

We began selling Store franchises in January 2001 and Regional Director franchises in January 2002. As of December 25, 2005, there were 31 Regional Director franchisees and 77 Robeks® franchised stores open.. We do not own and operate businesses of the type being franchised. Neither we nor our affiliates have offered franchises in any other line of business.

Exhibit A lists our agents for service of process.

The Robeks Franchise.

We offer two different franchises: (1) ROBEKS Store franchises, and (2) ROBEKS Regional Director franchises. Robeks® stores feature freshly prepared juices and blended-to-order fruit smoothies made from freshly-squeezed and concentrated fruit juices, fresh and frozen fruits, and frozen dairy ingredients, all according to our recipes. ROBEKS® stores also feature ROBEKS® Nutritional Boosts, a proprietary line of premium nutritional supplements, which customers may add to their blended-to-order smoothies as well as purchase in packaged form for at-home consumption. Our menu promotes our smoothie recipes that feature one or more ROBEKS® Nutritional Boosts designed to help achieve specific nutritional objectives, (like fat burning, muscle building, memory enhancement, and improved immune response), or specific dietary goals (like fiber and daily essential vitamins and minerals). ROBEKS® stores also offer a broad selection of food products that are consistent with our overall retail focus on healthy lifestyle products. To distinguish ROBEKS® stores from other smoothie/juice bars, our store design is upscale and contemporary with high-quality finishes and an energetic, upbeat environment. Our store image reinforces our commitment to premium, natural food products for a discriminating clientele.

Robeks® Store Franchise. You are required to operate your Robeks® store under the name Robeks® and other marks as we designate (the "Marks"). You will enter into a Franchise Agreement with us (Exhibit B), which requires you to operate your Robeks® store under the Robeks® system ("System"). The System is characterized

Robeks Offering Circular (3-21-06) (Amended 4-14-06)

by the business methods and standards for food handling, preparation, presentation and storage; operating procedures; display and merchandising; marketing and advertising; and customer service, all of which we may change. While the Franchise Agreement is a contract between you and us, we may delegate the performance of our duties to the Regional Director whose territory covers your store location even if the Regional Director buys the Regional Director franchise after you sign the Franchise Agreement.

Regional Director Franchise. We also offer franchises for a Regional Director business, which grant you the right in a specific geographic area ("Regional Director Territory") to (i) recruit prospective franchisees for us ("sales services"); (ii) help us identify and secure sites for ROBEKS® stores and provide site development support ("site services"); and (iii) provide additional operational, training and field support to franchisees both before and after they open their ROBEKS® store ("support services"). Regional Directors will sign the Regional Director Marketing Agreement (attached as Exhibit C). Although not required to do so, if a Regional Director operates any stores within their Regional Director Territory, they must sign a Franchise Agreement for those locations and otherwise meet our conditions and receive our approval.

In exchange for Regional Director services, we will pay you several different fees. These fees include percentages of Initial Franchise Fees, Royalty Fees, transfer fees, renewal fees and other fees that franchisees pay in connection with the purchase or operation of a Robeks® Store franchise in your Regional Director Territory, provided certain conditions are met regarding the sale of the franchises and provided that you meet your obligations, all as further described in your Regional Director Marketing Agreement.

As a condition of the Regional Director franchise, you must satisfy certain cumulative minimum development obligations, or "development quotas," during the Term, which we identify in Exhibit A to the Regional Director Marketing Agreement. There are three separate development quotas: (1) franchise sales for which we credit you with a Sale Services Commission and those ROBEKS® stores that you operate for your own account under franchise agreements with us, (2) franchises in the Regional Director Territory under lease, and (3) Robeks® stores open and operating in compliance with the Franchise Agreement. We determine these quotas by mutual agreement before you sign the Regional Director Marketing Agreement. As a condition of renewal, you and we must agree upon new development quotas for the renewal term.

While we rely on you to present us with those applicants whom you pre-qualify using our criteria, we make the final decision on whether we will sell a franchise to the candidates you present. If we approve the candidate, we and the candidate will sign a Franchise Agreement, and you are not a party to that contract. However, as our agent, you will provide a variety of site services and support services to the franchisees in your Regional Director Territory.

The Market and Competition.

ROBEKS® stores serve the general public. We believe the market for nutritionally oriented fruit smoothies, freshly squeezed juices, health-oriented foods and nutritional supplements in a quick service environment is viable, competitive and developing. ROBEKS® stores operate year-round, although in seasonal climates sales may fluctuate during the year, with stronger sales during warmer weather months. Your competitors will include other restaurants, juice bars and businesses selling health food products, smoothies, juice, frozen yogurt and products similar to those that ROBEKS® stores sell, as well as other food service businesses, including grocery stores.

Specialized Industry Laws.

Your ROBEKS® store is subject to laws and regulations affecting businesses generally. These laws include tax regulations, labor laws, business licensing requirements, laws relating to site selection and building construction, such as the American With Disabilities Act, and laws regulating the storage, preparation, labeling and sale of food to the public. Laws affecting businesses generally also include restrictions against smoking in public places, the public posting of notices regarding health hazards, fire safety and general emergency preparedness laws, rules regarding the proper use, storage and disposal of waste, insecticides and other hazardous materials, and standards regarding employee health and safety. As a food service business, you will be subject to laws setting sanitation standards and forbidding false or misleading nutritional claims and other types of false advertising, and may be subject to special requirements pertaining to the use of equipment involved in the preparation of frozen, blended, juice extraction,

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heated and other types of food products. Current law regards our line of ROBEKS® Nutritional Boosts line as dietary supplements. The Federal Food & Drug Administration classifies dietary supplements as a food and restricts sellers from making claims of any kind about the health benefits of the supplements.

Except as we describe, we are not aware of any industry specific regulations applicable to the sale of health food products, smoothies, juice, frozen yogurt and products similar to those that ROBEKS® stores sell. You should investigate all general laws in evaluating the franchise. It is your sole responsibility to obtain and keep in force all necessary permits required by public authorities.

For Regional Directors, both the Federal Trade Commission and many states regulate the sale of franchises and the relationship between franchisors and franchisees. You agree to comply with these regulations when you act as our agent in offering ROBEKS® franchises in your Regional Director Territory and in providing support services. You also agree to comply with all local, state and federal laws of a more general nature that affect the Regional Director business, including employment, workers' compensation, corporate, tax, licensing and similar laws and regulations.

Franchise disclosure laws regard you to be our franchise broker in the Regional Director Territory to which you are assigned. Therefore, in accordance with applicable franchise disclosure laws, we will, at our expense, add appropriate disclosures about you in Items 2 and 3 of our Offering Circular, register you as our franchise broker if the laws in your Regional Director Territory require registration, and furnish you with our current Offering Circular and all amendments for you to use in soliciting prospective franchisees in your Regional Director Territory. You are responsible for notifying us immediately of any material changes in the information that you give to us for purposes of our complying with franchise disclosure laws.

Also, if your activities as our Regional Director require you separately to register in your Regional Director Territory as a subfranchisor, we will prepare the necessary documents and file the application for you at our expense. You must comply with the obligations under the Regional Director Marketing Agreement to provide us with specific information to complete the application.

ITEM 2

BUSINESS EXPERIENCE

David Robertson - Founder and Chairman of the Board of Directors of the Company

Mr. Robertson founded the ROBEKS concept in January 1996 and has overseen the Retail Affiliate's strategic development and expansion and the development of its Proprietary Product line. Since the Retail Affiliate's inception, he has served as the Chairman of its Board of Directors. From the Retail Affiliate's inception, he served as its President until January 2002 and served as the Retail Affiliate's CEO until May 2004. Mr. Robertson is currently is the sole director of our company, and is responsible for strategic development and corporate relations. Mr. Robertson engages in other business interests including the placement of investment funds, real estate development and by serving as an officer of AIMCO, a real estate investment trust.

Anthony J. Gioia - President. Chief Executive Officer and Vice Chairman of the Board of the Company

Mr. Gioia joined Robeks in February 2006 as President, Chief Executive Officer and Vice Chairman of the Board. He remains an Executive Partner with Emigrant Capital, a private equity investment firm owned by Emigrant Savings Bank and based in New York, NY. From May 2002 to July 2004, Mr. Gioia was President and Chief Executive Officer of Tully's Coffee Corporation, a public company based in Seattle, WA. From April 1999 to December 2001, Mr. Gioia was President and Chief Executive Officer of Southwest Supermarkets, a 38 unit specialty-formatted grocery chain based in Phoenix, AZ. In May 1990, Mr. Gioia joined Baskin-Robbins, based in Glendale, CA, as Senior Vice President. He served as President of Baskin-Robbins and Officer of sister companies Dunkin Donuts and TOGO'S from 1995 to 1998. In April 1986, Mr. Gioia co-founded Wolfgang Puck Food Company and served as its Chief Operating Officer from 1987 to 1990.

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Angy Chin - Senior Vice President and Chief Financial Officer of the Company

Ms. Chin joined Robeks in December 2004. She oversees finance and accounting, information technology, purchasing and marketing. From November 1998 to December 2004, Ms. Chin served as Treasury Manager and Multibrand Finance Manager for Yum! Brands, Inc., the parent company of KFC, Taco Bell, Pizza Hut, Long John Silver's and AWD, and based in Louisville, KY. From October 1996 to October 1998, Ms. Chin was the Treasury Analyst for Ecolab, Inc., based in St. Paul, MN. From July 1995 to October 1996, Ms. Chin was a Financial Analyst for Target Corporation, based in Minneapolis, MN.

Andrew Kaplan - Senior Vice President of Franchise Support of the Company

Mr. Kaplan joined the Company as Senior Vice President of the Franchise Support Group in April 2002. From November 1983 to November 2001, he was employed by McDonalds Corporation in Woodland Hills, California, where he held a variety of positions, including Store Manager, ISP Coordinator, Profit Center Trainer, Area Supervisor, Franchisee Business Consultant, Cost Reduction/Partnering for Results Manager and, most recently, Regional Training Manager. Mr. Kaplan will oversee all franchise support programs, including training, operations, compliance, marketing and product development.

Tony Bon well - Vice President of Store Development of the Company

Mr. Bonwell joined the Retail Affiliate in January 2005 as Vice President, Store Development and is responsible for all real estate functions for the Company. From May 2002 to January 2005, he was National Director Real Estate Development for Mail Boxes Etc., Inc. d/b/a The UPS Store, based in San Diego, California. From December 2000 to May 2002, he was Director of Retail Development for Zaremba Group, based in Cleveland, Ohio. From February 1999 to November 2000, he was Vice President of Real Estate for Diedrich Coffee and Gloria Jean's Gourmet Coffee, based in Irvine, California. From 1986 to 1999, Mr. Bonwell was employed by McDonald's Corporation in various real estate management positions in numerous markets on the West & East Coasts of the United States.

Jimmer Bolden - Director of Franchising of the Company

Mr. Bolden joined the Retail Affiliate in March 2003 as Director of Development Administration and was promoted to Director of Franchising in April 2004. Mr. Bolden is responsible for franchise sales and administration of the Retail Affiliate's Franchising Department. From February 2001 to February 2003, Mr. Bolden was the Facilities Mgr for UNX, Inc., an online broker-dealer based in Burbank. From July 1993 to December 2000, he served as the Western Zone Lease Administrator for Blockbuster Entertainment in their San Diego Regional Office.

Robeks Regional Director Franchisees: See Exhibit K.

Franchise Brokers/Lead Generator Sources: See Exhibit L. As further described in Exhibit L, we do work with various franchise referral organization. These organizations are independent from us and from one another. The individual affiliates/consultants for each organization limit their activities to referring prospective franchise candidates to us. We and/ or our Regional Director Franchisees then coordinate the sales activity with any candidate.

ITEM 3

LITIGATION

Daniel P. Collins, as Chapter 11 Trustee of Southwest Supermarkets, LLC v. Anthony Gioia and Jane Doe Gioia, United States Bankruptcy Court District of Arizona, Case Nos. 01-14805 through 01-14812, Adversary Proceeding No. 03-949. Mr. Gioia is our President and CEO as noted in Item 2. He formerly was the President and CEO of Southwest Supermarkets, which filed for reorganization in November 2001, as noted it Item 4. On November 4, 2003, the bankruptcy trustee filed a complaint against Mr. and Mrs. Gioia alleging that the debtor, Southwest Supermarket's forgiveness of the $125,000 balance of a loan to Mr. Gioia constituted a fraudulent conveyance under the bankruptcy code and under Arizona state law. In defense, Mr. Gioia has asserted, inter alia,

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that the loan forgiveness was approved by the Southwest Supermarket board in consideration for Mr. Gioia's agreement to remain with the company despite its financial difficulties, Mr. Gioia's efforts to secure and consummate the purchase of a significant portion of the debtor's assets, and Mr. Gioia's assistance to the debtor in its pre-bankruptcy preparations. The $125,000 claim also is entirely offset by the debtor's unpaid compensation owed to Mr. Gioia. The trustee has filed a Motion for Summary Judgment.

Neither we nor any affiliate is a party to the litigation noted above. Other than this one litigation matter, no litigation is required to be disclosed in this Offering Circular regarding us, our personnel disclosed in Item 2 or any predecessor or affiliate of ours. Any litigation required to be disclosed in this Offering Circular regarding any franchise broker is disclosed in Exhibit L - the Franchise Broker/Lead Generator Exhibit.

ITEM 4

BANKRUPTCY

Mr. Gioia, our President and CEO, was the President and CEO of Southwest Supermarkets, LLC, with its principal business address in Phoenix, Arizona, when it filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona in November 2001, Case Nos. 01-14805 through 01-14812 ECF-CGC. All of the related bankruptcy cases were converted to Chapter 7 liquidation cases in September 7, 2004, except for case 01-14812-RJH, which still is being administered through the Chapter 11 proceedings.

Other than this one matter, no person previously identified in Items 1 or 2 of this Offering Circular as the franchisor, its affiliate, its predecessor, officers or general partner has been involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be disclosed in this Item.

ITEM 5

INITIAL FRANCHISE FEE

Initial Fees.

ROBEKS® Store Franchise. All Initial Franchise Fees are lump sum payments, fully earned upon receipt, and are not refundable. You pay an Initial Franchise Fee of $25,000 when you sign a Franchise Agreement. The Initial Franchise Fee is fully earned upon receipt and is not refundable. You sign a separate Franchise Agreement for each franchise that you buy. If you buy 3 or more franchises at the same time, you pay a reduced Initial Franchise Fee of $15,000 per store, which is due in a lump sum, is fully earned upon receipt and is not refundable. To qualify for this discount, all franchises must be new franchises, not transfers or sales by an existing franchisee of an operating Robeks® stores, and you must meet our then-current eligibility for growth standards. If you buy an additional ROBEKS® Store franchise at a later date, we will discount our then current Initial Franchise Fee by 20%. For example, if our current Initial Franchise Fee is $25,000 when you buy a second franchise, you would pay $20,000 as the Initial Franchise Fee for your second Robeks® Store franchise. You also must meet our then-current eligibility for growth standards. We reserve the right to negotiate different initial fees.

Regional Director Franchise. You pay two different initial fees in full when you purchase the Regional Director franchise. Both fees are lump sum payments, fully earned upon receipt, and are not refundable. We reserve the right to negotiate different initial fees. During our last fiscal year, the initial fees paid by Regional Directors ranged from $20,304 to $$68,072. The first fee is a $15,000 Training and Organizational Fee to cover our expenses in providing training in both store-level and franchise development-level duties. The second fee is the Initial Area Marketing Fee, which we calculate as the sum of the following:

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A.	Population (up to 1,000,000):	X	$0,055	=
B.	Population (1,000,001 - 2,000,000)	X	$0,045	=
C.	Population (2,000,001 - 3,000,000)	X	$0,035	=
D.	Population (3,000,001 - 4,000,000)	X	$0,025	=
E.	Population (over 4,000,000)	X	$0,015	=

INITIAL AREA MARKETING FEE (A + B+C + D + E) = __________________

In computing the Initial Area Marketing Fee, we rely on the most currently available population statistics from the most recent U.S. census data. The range of the population likely will vary anywhere between 250,000 and 15 million people. The corresponding Initial Area Marketing Fee based on the formula described above will range from $13,750 (population 250,000) to $325,000 (population 15,000,000). We will not refund any portion of the Initial Area Marketing Fee if the population in your Regional Director Territory declines.

We reserve the right to increase the per person multiples that we use to calculate the Initial Area Marketing Fee to up to $.25 if there are pre-existing franchisee-owned ROBEKS® stores in your Regional Director Territory when you buy the Regional Director franchise. By pre-existing, we mean operating Robeks® stores and ROBEKS® stores in some stage of development for which we and a franchisee have signed a Franchise Agreement, even if the Robeks® store is not yet open for business, excluding pre-existing franchisee-owned Robeks® stores in Non-Traditional Venues. In determining the per person multiples, we consider the stage of development of pre-existing franchisee-owned Robeks® stores, the level of royalty payments by pre-existing franchisees, the size, density and location of your territory, demographic factors, employment base, climate and competitive environment. We also may modify the per person multiples if we agree to subdivide a territory and grant you a partial territory or combine all or portions of two territories. For example, when we subdivide a territory or combine all, or parts of, two territories, we may charge multiples ranging between $0.01 and $0.08 depending on the same kinds of considerations we list in setting the per person multiples when there are pre-existing franchisees.

As a Regional Director, you also may purchase and operate, subject to our written approval, one or more ROBEKS® Store franchises in your Regional Director Territory. If you do so, you must pay a separate Initial Franchise Fee for your Robeks® store. Operating your Robeks® store will allow you to use your own Robeks® store as a training facility. You will sign a Franchise Agreement for your Robeks® Store franchise and pay an Initial Franchise Fee of $12,500 (50% of the Initial Franchise Fee for new ROBEKS® Store franchises), and 100% of all other fees. If you purchase additional Robeks® Store franchises, you will sign our then current form of Franchise Agreement and you must pay 50% of the then current Initial Franchise Fee (with no additional discount if you buy 3 or more at the same time), and 100% of all other fees. These fees apply to any franchises that you, or your Primary Owner, own or for which your Primary Owner is a Primary Owner. We define a Primary Owner as a person who owns 25% or more of the ownership interests of a franchisee that is a business entity.

Initial Inventory. You must purchase an initial inventory of Proprietary Products from our Products Affiliate as a condition of opening each Robeks® store and must maintain minimum inventory requirements according to depletion and shelf-life. As a result, you will make payments to our Products Affiliate both before you open your ROBEKS® store and during the term of the Franchise Agreement. See Item 8. The payment for the initial inventory is not refundable. During our 2005 fiscal year, the amount paid by franchisees for their initial inventory of proprietary products ranged from $3,714 to $6,460.

Initial Floor Plan and Layout. If you are opening a new ROBEKS® store, we will provide you with an initial floor plan and layout based on our prototype plans and specifications for the design, appearance and leasehold improvements of a typical ROBEKS® store, together with standard decor, interior layout plans and signage, at the cost noted in Item 7. This fee is non-refundable and is paid at the time that you order the initial floor plan and layout.

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ITEM 6

OTHER FEES

NAME OF FEE (See Note 1)	AMOUNT	DUE DATE	REMARKS
Royalty Fee	7% of Net sales	We may require payment by automatic debit on the date payment is due. Otherwise, Royalty Fees are due by no later than 10 days after the end of each accounting period.	See definition of Net sales. See Note 2.
Advertising Fees	2.5% of Net sales	Payable together with and for the same period as the Royalty Fee.	Advertising Fees are paid to the Marketing Fund. See Note 3.
Audit	Cost of audit plus full amount of any underpayment and interest and late charges.	When we complete audit results.	Payable if our audit shows an understatement of Net sales for any period of 2% or more.
Late Charge and Interest	Late charge: $200 per late payment Interest: 1.5% per month per annum not to exceed the maximum legal rate of interest.	Automatically imposed upon payment. Interest accrues immediately after due date if you fail to pay full obligation.	Applies to all amounts owed to us. Interest is payable on the entire overdue amount beginning with the date payment is due until you pay the arrearage, late charge and interest in full. Interest accrues on the late charge if you do not pay the amount due, including late charge, within 10 days after due date.
Remedial Work to Correct Unhealthy or Unsafe Condition	Our actual costs for remedial or corrective work, including labor, materials, travel, supervision and subcontractors, plus a service charge equal to 25% of the cost of the remedial or corrective work.	Upon receipt of invoice.	We have no obligation to perform remedial work and may exercise our right to terminate the Franchise Agreement because of your breach.
Insurance	Our actual costs of new required insurance for the period of coverage, plus a service charge equal to 25% of the cost of new required insurance for the period of coverage. Annual insurance premiums range from $3,000 to $5,000 or more for general liability and $2,700 and $9,600 or more for workers' compensation.	When premiums are due.	A service charge of 25% of the annual cost of new insurance is payable to us if you fail to carry the insurance we require and if we decide to purchase it for you (although we are not obligated to do so) See Note 4.

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NAME OF FEE (See Note 1)	AMOUNT	DUE DATE	REMARKS
Renewal Fee (Store Franchise and Regional Director Franchise)	Robeks Store Franchises: 25% of our then current Initial Franchise Fee at the time you renew. Regional Director Franchises: 25% of the Initial Area Marketing Fee at the time you signed the Regional Director Marketing Agreement.	When you give notice of your intent to renew.	See Item 17.
Transfer Fee (Store Franchise and Regional Director Franchise)	Robeks Store Franchises: $10,000 For Qualified Transfers, the Transfer Fee is $500 to $1,500. Regional Director Franchises: 20% of the then current Regional Director Initial Area Marketing Fee plus the current Training and Organizational Fee; and $10,000 for each Robeks Store franchise operated by the Regional Director.	When you apply for our consent to a proposed transfer.	The Franchise Agreement and the Regional Director Marketing Agreement define what events constitute a "transfer" and a "Qualified Transfer."
Training (Store Franchise and Regional Director Franchise)	The initial training is included in the Initial Franchise Fee (Store Franchisees) and the Training and Organizational Fee (Regional Director Franchisees). Costs for additional training will vary under the circumstances. See Note 5.	Before training begins.	You must pay all travel and living expenses while attending any training program.
Indemnification and Defense	All costs including attorneys' fees; amount will vary under circumstances.	As we incur expenses and present them to you.	You must reimburse us for losses that we suffer resulting from the operation of your business. We may retain our own legal counsel. You must reimburse us for our legal and other professional expenses in connection with the claim.
Replacement Manual	$1,000 per volume, plus shipping costs.	Within 10 days of invoice.
Alternate Supplier Testing Fee	Based on our actual cost.	When you request approval of an alternate supplier (see Item 8).
Certified Manager -Proficiency Testing	$300 per person, plus travel expenses.	Prior to certification testing.	See Note 6.

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NOTES:

(1) The fees listed in the chart above are paid by ROBEKS® Store franchisees. As described in Item 5, Regional Directors may purchase and operate a ROBEKS® store as part of the Regional Director franchise; therefore the fees listed above will apply to Regional Directors in their capacity as a ROBEKS® Store franchisee. As indicated, some fees apply to the Regional Director franchise as well as the ROBEKS® Store franchise (for example, the Renewal Fee applies to the renewal of a Franchise Agreement or the renewal of a Regional Director Marketing Agreement). Except where otherwise noted, all fees are payable to us and are not refundable.

(2) "Net sales" means the aggregate of all sales and other income from each Robeks® store, whether payment is in cash, by credit card, gift certificates, or other generally accepted form of payment. Net sales also includes all proceeds from any business interruption insurance, the sale of Proprietary Products and wholesale transactions (if you obtain our permission first; otherwise, we prohibit wholesale transactions). Excluded from Net sales are: (1) sales taxes and other taxes separately stated that you collect from customers and pay to taxing authorities; (2) refunds and credits made in good faith to arms' length customers; (3) the proceeds that you receive on the sale of gift certificates to your customers; and (4) the discount value of any coupon, voucher, or other allowance that we authorize at the time you redeem the customer's coupon, voucher, or allowance.

(3) In addition to the Advertising Fees that you pay to us, we require you to spend at least $5,000 on a grand opening advertising program (see Item 7). We may exempt your store if it is located in a Mall or Non-Traditional Venue. You also may have miscellaneous costs associated with our stored value card program (currently, point of purchase display ($34 each), cost of cards ($18 per 100 cards) and card "presenters" ($15.50 per 50 presenters) and an $.11 per transaction charge). In addition, you may be required to contribute funds to a regional advertising cooperative, if the formation of one is approved by two-thirds of the Robeks® stores in your designated area, which contributions shall be in addition to the Advertising Fees described in Item 6. The regional advertising cooperative's purpose will be to pool member contributions to purchase media and engage in collective marketing efforts that specifically benefit ROBEKS® stores in the designated geographic area. See Item 11. Each ROBEKS® store (including those owned by our affiliate) will have one vote, although no person owning more than one store in a cooperative may cast more than 50% of all votes. As of the date of this Offering Circular, we have no regional advertising cooperative.

Regional Directors must spend at least $10,000 for advertising, public relations and promotion in the Territory during the period of time 60 days prior to, through 90 days after, the opening of the first Robeks® store, plus a minimum amount each calendar quarter on recruiting advertising and must participate in up to 2 trade shows per year in your Regional Director Territory that we select. See Item 11.

(4) We identify the types and minimum insurance coverage that you must carry. You need to evaluate if your business will require greater coverage or other types of insurance. You also may need different types or additional insurance if required by the franchise store lease. Our mandatory minimum insurance requirements for each Robeks® store are: (1) comprehensive general liability insurance with minimum coverage of $2,000,000.00 combined single limit (including broad form contractual liability), or the higher amount required by the premises lease, insuring you, us and our Retail Affiliate and Products Affiliate against claims for personal injury or property damage from your business operations; (2) workers' compensation and employer's liability insurance, together with any other insurance required by law; (3) general casualty insurance, including fire and extended coverage, vandalism and malicious mischief insurance for the full replacement value of your premises and its contents, and for any vehicle that you use in your business with the following minimum limits:

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REQUIRED COVERAGE MINIMUM LIMITS OF COVERAGE

General Aggregate............................................................................ $2,000,000

Products/Completed Operations Aggregate...................................... $1,000,000______________

Personal and Advertising Injury....................................................... $1,000,000______________

Each Occurrence............................................................................... $1,000,000______________

Fire Damage (any one fire)............................................................... $150,000______________

Medical Expense (any one person)...................................................______$5,000______________

We estimate that the average annual premium for this insurance coverage will be approximately $3,000 to $5,000 or more for general liability and $2,700 and $9,600 or more for workers' compensation, although these rates may vary depending on the state in which you are located. We may identify additional types of insurance that you must carry upon reasonable notice. We may periodically modify all minimum amounts to reflect inflation, general industry standards or our future experience with claims.

(5) We hold Part One Training at the ROBEKS® Support Center or at an operating ROBEKS® store that we designate, and hold Part Two Training in your ROBEKS® store (unless you are a Regional Director, in which case we will provide simultaneous Part Two Training for you and your first franchisee open in your Regional Director Territory). We may designate other types of training for Regional Directors including by telephone, internet, seminar or other method we designate.

If you are a Robeks® Store franchisee opening your first ROBEKS® store, we do not charge a separate training fee to provide Part One Training for up to 2 persons who attend the same Part One Training before opening. If you want us to train more than 2 persons or want to train 2 persons in separate Part One Training sessions, you must pay our current training fees. If you want to enroll any person in our Part One Training class after your first ROBEKS® store opens, you agree to pay our current training fees. If you are a ROBEKS® Store franchisee and buy another ROBEKS® Store franchise, we do not have to provide you with Part One Training, but may do so upon mutual arrangement if you pay our current training fees.

If you are a Regional Director, as further noted in Item 11, you must provide a Certified Regional Training Center that meets our criteria to facilitate Part One Training for your franchisees in your Regional Director Territory. A Certified Regional Training Center may be either owned by the Regional Director or contracted with an operating franchisee that we approve. Part One and Part Two Training must only be administered by a Certified Regional Trainer that meets our criteria. If you do not have an approved Certified Regional Training Center in your region and a Certified Regional Trainer to administer Part One or Part Two Training, then you will pay us and we provide Part One or Part Two Training according to our training fees at that time. Currently, our training fees are $70.00/hour, $2,500 per person for the Part One Training class and $2,500 for Part Two Training. If you are a Regional Director and we provide Part Two Training in your Regional Director Territory, you will also pay our reasonable expenses for on-site instruction including air and ground transportation, lodging, meals and personal charges. You agree to pay for all personal expenses for your employees and yourself to attend our training programs, including costs for air and ground transportation, lodging, meals, personal expenses and salaries. We do not pay any compensation for any services performed by trainees. We may change our training fees at any time. See Item 11 for additional information regarding training.

(6) Your Certified Manager must train your employees whom you do not enroll in our training classes. To earn the designation of Certified Manager, a candidate must pass our proficiency examination, which currently consists of both a written and practical (hands-on) test. To be eligible to take our proficiency examination, the candidate must either complete our Part One Training class or have worked at least 520 hours in a management-level capacity (serving as a shift leader or manager on duty) at a Robeks® store. If the candidate does not complete our Part One Training class, you must certify the candidate's management work experience. We do not charge a certification fee to administer the proficiency examination to 2 candidates for each Robeks® store that you own. After your first 2 candidates (per Robeks® store), you must pay us our then-current certification fee before we will administer the proficiency examination. You

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would be one of the candidates for your first ROBEKS® store. Currently, our certification fee is $300 per person plus travel costs. We will publish a schedule of proficiency examination test dates and test sites.

ITEM 7

INITIAL INVESTMENT

The Regional Director initial investment chart covers initial expenses to begin your Regional Director business. The per store initial investment chart estimates your likely investment to open a ROBEKS® store at this time. Regional Directors are not required to open a ROBEKS® store. If they choose to do so, however, Regional Directors should refer to the per store initial investment chart to gauge their likely expenses to open a ROBEKS® store. If you purchase multiple franchises at the same time and we allow you to stagger their development, your actual start-up costs may vary due to increases in rent, construction costs and the like.

ROBEKS Store Initial Investment Chart

CATEGORY OF EXPENDITURES	LOW/HIGH ESTIMATES (SEE NOTED	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS MADE
Initial Franchise Fee	$25,000	Lump sum upon signing the Franchise Agreement	See Item 5 regarding when payment is due.	Us.
Leasehold improvements	$90,505 to $127,333	As Arranged	As Arranged	Third Party Suppliers. See Note 2.
Furniture and Fixtures	$25,000 to $35,000	As Arranged	As Arranged	Third Party Suppliers. See Note 3.
Equipment	$35,000 to $50,000	As Arranged	As Arranged	Third Party Suppliers. See Note 4.
Signs	$6,000 to $12,000	As Arranged, Lump Sum	As Arranged	Third Party Suppliers.
Computer system (includes POS system and software)	$10,000 to $12,000	As Arranged	As Arranged	Third Party Suppliers.
Professional Fees	$8,000 to $16,000	As Arranged	As Arranged	Third parties, such as architects and lawyers. See Note 5.
Initial Floor Plan and Layout	$0 to $1,000	As Arranged	As Arranged	Us or one of our affiliates. See Note 5A.
Security Deposits, Utility Deposits and Business Licenses	$3,500 to $6,500	As Arranged	As Arranged	Us, one of our affiliates or Landlord; Suppliers; Government Agencies; Utility Companies. See Note 6.
Real Estate Costs	$3,000 to $6,000	As Arranged	As Arranged	Us, one of our affiliates or Landlord. See Note 7.
Opening Inventory	$10,737 to $12,046	As Arranged	As Arranged	Our Products Affiliate, and other approved vendors and suppliers. See Note 8.
Grand opening advertising	$0 to $5,000	As Arranged	As Arranged	See Note 9.
Miscellaneous and Additional Funds for (first 3 months of operations)	$12,000 to $28,000	As Arranged	As Arranged	Third Party Suppliers. See Note 10.
TOTAL	$228,742 to $335,879

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Regional Director Franchise Initial Investment Chart

CATEGORY OF EXPENDITURES	LOW/HIGH ESTIMATES	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS MADE
Training and Organizational Fee (Note 11)	$15,000	Lump Sum	Upon signing the Franchise Agreement	Us.
Initial Area Marketing Fee (Note 12)	$13,750 to $325,000	Lump Sum	Upon Signing	Us.
Initial Marketing Cost (Note 9)	$10,000 to $50,000	As Arranged	As Arranged	Third parties.
Miscellaneous and Additional Funds (covers first 3 months). (Note 13)	$6,000 to $36,000	As Arranged	As Arranged	Miscellaneous third parties. See Note 13.
TOTAL (Note 14)	$44,750 to $426,000

Unless otherwise noted, none of the initial fees are refundable. The security deposit that you pay for the premises lease or in connection with an equipment lease may be refundable at the end of the lease under the conditions set forth in the lease. Third party suppliers will decide if payments to them are refundable.

NOTES:

(1) The low/high range for store initial investment costs largely depends on the size of your store, prior use and overall condition. Our expenses assume you locate in an outdoor strip shopping center. We base the low range on an 800 square foot store and the high range on a 1,200 square foot store. The low range assumes the condition of the store requires minimal improvements to renovate it to our requirements for a Robeks® store. The low and high ranges assume that construction, labor and materials are competitively priced.

(2) Leasehold improvements include costs to conform the approved location to our comprehensive specifications for lighting, flooring, wall coverings, ceiling treatments, retail displays, store front design and build-out, general trade dress components and other improvements to prepare the store for opening. Actual costs will depend on the size and pre-existing condition of the approved location. These estimates assume no structural, storefront or exterior renovations and a competitive environment where multiple contractors bid the leasehold improvements using the best available labor and material pricing in the local market. These estimates also assume that the leasehold premises are delivered in a "Vanilla Shell" condition, meaning that the landlord provides most base building interior improvements such as mechanical systems, utility lines and equipment, some ceiling and lighting improvements, electrical outlets, drywall finish and restrooms, or a credit to tenant for the same. Actual costs may be lower if the landlord provides over-standard improvements or contributes any additional tenant improvement allowance.

(3) Fixtures include all custom-made millwork, cabinetry and stainless steel fixtures. These estimates assume no interior or exterior seating or furnishings.

(4) Equipment includes walk-in and under-counter refrigeration, juicing machines, juice storage and dispensing machines, food and retail displays, frozen yogurt equipment, blenders, safe and small wares. The low estimate assumes that you buy pre-owned equipment in good working order at a 50% cost reduction for each piece of equipment. Our chart assumes that you purchase, rather than lease, all equipment. However, your initial expenses may be lower if you lease or finance equipment.

(5) Professional fees include fees for services such as , architects and lawyers, and assume a single fee basis (as opposed to a per hour basis) with no extraordinary circumstances.

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(5A) The initial floor plan and layout is based on our prototype plans and specifications for the design, appearance and leasehold improvements of a typical Robeks® store, together with standard decor, interior layout plans and signage.

(6) Some vendors, utility companies, and the landlord of your premises may require you to pay a security deposit. Landlords vary in whether they require a security deposit and in the amount they charge. The lease security deposit assumes no more than 1 month of base rent. See Note 7 regarding rent expenses.

(7) If you do not already own adequate retail space, you will have to lease suitable real estate. In consenting to a site, we consider a variety of economic, demographic and geographic factors, including visibility, access and proximity to substantial daytime traffic, both pedestrian and vehicular. The real estate category is based on rent ranging from a low of $3,000/month to a high of $6,000/month. Rent includes reimbursements to the landlord for common area costs and charges, but excludes directly billed utility costs during this period, which we include under the miscellaneous category. Rental rates can vary widely depending on market conditions, the size and pre-existing condition of the premises, and your own credit rating.

(8) Opening inventory estimates include a sufficient supply of ROBEKS® Nutritional Boosts and other Proprietary Products, produce, beverages, ingredients, dry goods, food and nutritional items and other products sold in Robeks® stores for both in-store production and product sales to customers. The figures are estimates only and not a prediction of your likely sales results or selling experience.

(9) See Items 6 and 11 for more information. Within the period of time from 30 days prior to, through 90 days after opening your store, you must spend at least $5,000 on grand opening advertising and promotion, but may chose to spend more. We may exempt locations in Malls and Non-Traditional Venues from this requirement. If a Regional Director chooses to open their own Robeks® store, the Regional Director must spend at least $10,000 for advertising, public relations and promotion in the Territory within the period of time from 60 days prior to, through 90 days after, the opening of the ROBEKS® store.

(10) Miscellaneous covers initial expenses not covered elsewhere in the chart, such as for initial office supplies, business management software costs and other miscellaneous items. The amount covers a period of 3 months. The additional funds that we estimate you may need will vary considerably from one franchisee to the next based on a variety of factors, including the number of employees you choose to hire and the salary and other benefits you choose to pay; the extent you will be actively involved in organizational-level, or store-level, operations; your skill, experience, business acumen and credit-rating; local competition; local economic conditions, including rent and wage scales and the cost of supplies; and the actual sales levels that you reach during the initial 3 month period. The "Additional Funds" category is not the only source of cash, but is in addition to cash flow from operations. We cannot estimate your cash flow from operations and encourage you to visit operating Robeks® stores to evaluate this on your own. The Additional Funds category includes an allowance for payroll expenses for all opening employees, but does not include any allowance for a draw or salary to you or other owners of the franchise.

All figures in Item 7 are estimates only. We cannot guarantee that you will not have additional expenses, or other categories of expenses, to start the business. We rely on our Retail Affiliate's experience since 1996 in developing and operating ROBEKS® stores in Southern California to compile these estimates. You should review these figures and notes carefully with a business advisor before making any decision to purchase the franchise.

(11) The initial fee amount in this chart for the Regional Director franchise includes the $15,000 Training and Organizational Fee. See Item 11 for more information regarding training for Regional Directors. It does not include the Initial Area Marketing Fee as further described in Item 5.

(12) The initial fee amount in this chart is a range for the Initial Area Marketing Fee, which is based primarily on the population in your Regional Director Territory. See Item 5 for more information on the Initial Area Marketing Fee.

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(13) We do not require that you rent commercial office space, nor do we impose specifications for office decoration, fixtures, business equipment, insurance, minimum number of employees or otherwise. You may locate your administrative office for the Regional Director business in your home or in your Robeks® store. However, we expect you will incur miscellaneous expenses to establish your Regional Director business including the requirement to use business management software, which may be a Proprietary Product, subject to a fee charged by us (or a third party vendor we designate) based on actual usage or the period of time used. This chart reflects our estimate of your miscellaneous expenses for the first 3 months after you sign the Regional Director Marketing Agreement. The chart assumes you do not incur any real estate leasing costs, but allows for the lease or purchase of home office furniture (we do not impose any specifications and leave this to your judgment); business equipment, including computer equipment and special business software (although we do not impose any specifications except what we require for store-level operations); insurance; travel costs for initial training and site development work in your Regional Director Territory; and legal and professional expenses to acquire the franchise and form a business entity to own the Regional Director franchise.

(14) Regional Directors may open and operate a ROBEKS® store in their Regional Director Territory. If you do, you likely will incur the costs described in the Robeks® Store Initial Investment Chart in this Item 7, including the Initial Franchise Fee you pay in connection with signing the Franchise Agreement for your first Robeks® store, which is 50% (currently $12,500) of the Initial Franchise Fee charged to new Robeks® Store franchisees.

ITEM 8

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

In order to insure a uniform image and uniform quality of products and services throughout the ROBEKS® system, you must maintain and comply with our quality standards. Although you are not required to purchase or lease real estate from us or our affiliates, we must consent to the location of your ROBEKS® store (see Item 11) and you must obtain an Addendum to Lease (Franchise Agreement, Paragraph 3.A.). You must construct and equip your Store in accordance with our then current approved design, specifications and standards and we reserve the right to require that you use a designated architect or contractor. In addition to meeting our design specifications and standards, it is your responsibility to insure that your building plans comply with the Americans With Disabilities Act and all other federal, state and local laws. You must also use signage, products, ingredients, supplies, advertising materials, equipment, including the computer system and electronic register/point of sale (POS) system, that meet our specifications and standards.

We refer to all products that are specially formulated or branded for us as "Proprietary Products." The Proprietary Products are identified in the Manual. In the future, we may add to and modify the list of Proprietary Products that you agree to use and/or sell in operating your ROBEKS® stores. You will only be able to buy Proprietary Products from our Products Affiliate or from another source that we designate. From time to time we, an affiliate or a third party supplier may be the only approved supplier for equipment services (such as architect or contractor services) or certain products and supplies. For example, as of the date of this Offering Circular, there is only one designated supplier from which you must purchase all employee uniforms.

Our Products Affiliate may be a source, but will not be the only source, for all of the other products or ingredients that you must buy to operate your ROBEKS® store, all of which must meet our specifications, but are not specially formulated for ROBEKS® stores (we sometimes refer to these products, ingredients and other items as "Non-Proprietary Products"). As of the date of this Offering Circular, we are not a source for Proprietary Products or Non-Proprietary Products, although we reserve the right to do so in the future. Our Manual identifies the specifications for all Non-Proprietary Products as well as the suppliers we approve or recommend. While you agree to buy Non-Proprietary Products meeting our specifications to operate your franchise, you may purchase Non-Proprietary Products from any source that we approve. Non-Proprietary Products include computer equipment, IT equipment, IT support services, and Point of Sale (POS) cash register system.

In operating a ROBEKS® store, you must follow our comprehensive specifications for products, services, supplies, materials, equipment, interior and exterior design, insurance and real estate which we may modify from

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time to time. You must conform to all changes in our specifications, at your cost, within the time we allow. We will advise you of any changes through the Manual or other written communications.

Robeks® Nutritional Boosts: Proprietary Products.

To prepare our principal product line, smoothies and fruit juices, you must follow our recipes. ROBEKS® stores feature Robeks® Nutritional Boosts, a proprietary line of premium nutritional supplements. You must purchase Robeks® Nutritional Boosts from our Products Affiliate, which is currently the only source for these items. Our Products Affiliate is the sole supplier of Robeks® Nutritional Boosts and it will derive revenue from the sale of these Proprietary Products.

During our Products Affiliate's last fiscal year, our Products Affiliate had gross revenue of $734,755 from the sale of Robeks® Nutritional Boosts, Robeks® logo apparel and miscellaneous proprietary items, which represents 42% of the Retail Affiliate's total revenues in 2005 of $1,708,733.

We estimate that the cost of purchasing an opening inventory of Robeks® Nutritional Boosts from our Products Affiliate will represent approximately 2%-3% of the total initial investment to establish a Robeks® store, and 3% of a store's monthly operating expense. All payments for ROBEKS® Nutritional Boosts are made to our Products Affiliate, although we may designate another payee in our judgment.

In the future, we may add other specially-formulated or branded products to the list of Proprietary Products that you must use or sell in operating the franchise, which you will only be able to buy from our Products Affiliate or from another source that we designate. We, or our Products Affiliate, or both of us, may derive revenue on account of your required purchases of Proprietary Products either from direct sales or in the form of rebates or marketing allowances.

Alternative Suppliers - Approval Process.

At this time, except for Robeks® Nutritional Boosts, Proprietary Products, uniforms and branded retail products (e.g., cups, bags, t-shirts, etc.), all of the other food products, ingredients, condiments, beverages, packaging, equipment, supplies and materials that you need to operate your ROBEKS® store are Non-Proprietary Products. You may only purchase Non-Proprietary Products from suppliers that we approve. Our Products Affiliate may be a supplier of Non-Proprietary Products, but will not be the sole supplier of any Non-Proprietary Products.

If you want to use or sell a particular Non-Proprietary Product, or a service that we do not specify as part of the Robeks® System, or buy any Non-Proprietary Product from an alternative supplier not pre-approved by us, you must request our approval in writing before using or buying the Non-Proprietary Product or service. The Manual explains the procedures you must follow to apply for our approval and also identifies suppliers of Non-Proprietary Products that we have approved. In some cases, we may ask you to submit samples or information so that we can make an informed decision whether the goods, equipment, supplies or supplier meet our specifications and quality standards. We also consider the effect your proposed Non-Proprietary Product will have on the sales of existing products, operational issues, profit margins and consistency with the Robeks® brand image. In evaluating a supplier that you propose to us, we consider not only the quality of the particular Non-Proprietary Products, but the supplier's production and delivery capability, overall business reputation and financial condition. We may inspect a proposed supplier's facilities and test its products and charge a testing fee to cover our direct costs. Since the fee, if we impose one, will cover our direct costs, we cannot estimate the fee or provide you with a probable range in advance.

We will notify you in writing within 30 days after we receive all supporting information from you and complete our inspection or testing to advise you if we approve the proposed item and/or supplier. However, our failure to send you written notice by the end of 30 days signifies that we disapprove the proposed item and/or supplier. We may re-inspect or revoke our approval of a supplier or item at any time to protect the best interests of the Robeks® brand. Revocation is effective immediately when you receive written notice from us, and following receipt of our notice, you may not place any new orders for the item or with the supplier.

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Any changes or additions to our purchasing standards or procedures are made in writing through supplements to the Manual. We may modify our specifications, recommended suppliers and purchasing procedures in our judgment, and you must promptly conform to all changes at your sole expense. We do not provide material benefits to franchisees (for example, renewal or granting additional franchises) based on the fact that you purchase Non-Proprietary Products from any recommended or designated suppliers. We may, however, terminate your franchise if you purchase or use unapproved products, or approved Non-Proprietary Product from unapproved suppliers.

Purchasing Arrangements.

We have negotiated purchasing arrangements with suppliers for the benefit of our franchisees and Retail Affiliate. Purchasing arrangements with some of these suppliers may not be available in certain areas within the United States. We may modify or discontinue this purchasing arrangement in our judgment. While we may negotiate purchasing agreements in other geographic areas, we have no obligation to do so for any geographic area. Our franchisees are currently required to purchase all marketing and merchandising materials from our sole approved vendor. We and our affiliates may receive payments from any supplier on account of their dealings with you and other franchisees (on purchases of Proprietary Products, Non-Proprietary Products, store equipment or other goods or services). We may use these payments for any purpose without restriction unless we or our affiliates agree otherwise. We may condition our approval of an alternate supplier on the supplier's willingness to agree to make payments to us or our affiliates on account of franchisee purchases. Typically, a supplier's payment is a percentage (generally from 5% to 15%) of the supplier's sales to our franchisees. During our most recent fiscal year, neither we nor our affiliates received any payments from third party suppliers, although we did direct certain contributions from certain suppliers to the Marketing Fund as noted in Item 11.

Insurance.

You must carry insurance covering the risks and meeting the minimum coverage conditions that we prescribe in the Manual protecting you and naming us as an additional insured. See Item 6.

ITEM 9

FRANCHISEE'S OBLIGATIONS

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

OBLIGATION	PARAGRAPH IN THE FRANCHISE AGREEMENT (FA) PARAGRAPH IN REGIONAL DIRECTOR MARKETING AGREEMENT (RDMA)	ITEM IN THE OFFERING CIRCULAR
Site selection and acquisition/lease	FA: Paragraph 3.A. RDMA: Paragraph 9.5.	Items 5, 6, 7, 11
Pre-opening purchases/leases	FA: Paragraph 5.B., 13.D. RDMA: N/A	Items 7, 8
Site development and other pre-opening requirements	FA: Paragraph 5.B. RDMA: Paragraph 9.5 and 9.6.	Items 6, 7,11
Initial and ongoing training	FA: Paragraph 6. RDMA: Paragraph 6.	Items 6,11
Opening	FA: Paragraph 5.C. RDMA: N/A	Item 11

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OBLIGATION	PARAGRAPH IN THE FRANCHISE AGREEMENT (FA) PARAGRAPH IN REGIONAL DIRECTOR MARKETING AGREEMENT (RDMA)	ITEM IN THE OFFERING CIRCULAR
Fees	FA: Paragraph 11. RDMA: Paragraph 4.	Items 5, 6
Compliance with standards and policies/Operating Manual	FA: Paragraph 8 and 9 and 13. RDMA: Paragraph 11 and 13.	Items 8, 11,14, 16
Trademarks and proprietary information	FA: Paragraph?. RDMA: Paragraph 10.	Items 13, 14
Restrictions on products/services offered	FA: Paragraph 13.E, 13.F RDMA: N/A	Items 8, 16.
Warranty and customer service requirements	FA: Paragraph, 13.J. RDMA: N/A	N/A
Territorial development and sales quotas	FA: Paragraph 3.B. RDMA: Paragraph 1.16, 3.1 andExh. A.	Item 12.
Ongoing product/service purchases	FA: Paragraph 13.D. RDMA: N/A	Items 8, 11
Maintenance, appearance and remodeling requirements	FA: Paragraph 13.G. RDMA: N/A	Items 6, 8
Insurance	FA: Paragraph 15.A, B. RDMA: Paragraph 13.5.	Items 6, 7, 8
Advertising	FA: Paragraph 11.C RDMA: 13.7.	Items 6,11
Indemnification	FA: Paragraph 20.B. RDMA: Paragraph 19.4.	Items 6
Owner's participation/management/ staffing	FA: Paragraph 13.L. RDMA: Paragraph 9.1.	Item 15
Records and reports	FA: Paragraph 12. A, B. RDMA: Paragraph 13.7, 14.2 and 18.1.	Items 8, 11
Inspections and audits	FA: Paragraph 12.D., 14.B. RDMA: Paragraph 14.1 and 14.2.	Items 6,11, 13
Transfer	FA: Paragraph 19. RDMA: Paragraph 15.	N/A
Renewal	FA: Paragraph 4.B. RDMA: Paragraph 16.2 and 16.3.	Item 17
Post-termination obligations	FA: Paragraph 18. RDMA: Paragraph 18.	Item 17
Non-competition covenants	FA: Paragraph 16. RDMA: Paragraph 12.	Item 17
Dispute resolution	FA: Paragraph 22. RDMA: Paragraph 21 and 18.1(i).	Item 17

ITEM 10

FINANCING

We do not offer direct or indirect financing, nor do we guarantee your obligations with third parties.

ITEM 11 FRANCHISOR'S OBLIGATIONS

Except as we list below, we need not provide any assistance to you during the franchise term.

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If you locate your ROBEKS® store in a Regional Director's Territory, or if we appoint a Regional Director for an area that encompasses your ROBEKS® store after you open, our Regional Director will discharge some or all of the obligations that we describe in this Item 11 for us. The Franchise Agreement allows us to delegate these responsibilities. Therefore, the term "we" in this Item 11 (and elsewhere where this Offering Circular describes our obligations under the Franchise Agreement) refers interchangeably to us and to the Regional Director whom we may appoint either before or after your ROBEKS® store opens to service a territory that includes your ROBEKS® store.

A. ROBEKS® Store Franchisees: Before you open your ROBEKS® store, we will provide vou with the following assistance:

1. We will loan you one copy of the Manual, which contains mandatory and suggested specifications, standards and operating procedures. (Franchise Agreement, Paragraph 8.)

2. If you are opening a new ROBEKS® store, we will provide you with an initial floor plan and layout based on our prototype plans and specifications for the design, appearance and leasehold improvements of a typical ROBEKS® store, together with standard decor, interior layout plans and signage, at the cost noted in Item 7. (Franchise Agreement, Paragraph 5.A.)

32. We will provide you with our written site selection criteria. Over the term of the Franchise

Agreement, we will provide you with any revisions to our written site selection criteria (Franchise Agreement, Paragraph 3.A.)

3. After we receive your written site package proposal, we may visit the area at our expense if we feel it is necessary to inspect the physical or demographic conditions of your proposed site or neighboring area to evaluate your proposal. (Franchise Agreement, Paragraph 3.A.)

4. Provide the training programs described below. (Franchise Agreement, Paragraph 6.)

B. Regional Directors: Before vou begin to recruit and service ROBEKS® Store franchisees in the Regional Director Territory, we will provide vou with the following assistance:

1. We will loan you one copy of the Regional Director Manual. (Regional Director Marketing Agreement, Paragraph 7.1.)

2. Provide the training programs described below. (Regional Director Marketing Agreement, Paragraph 6.1.)

C. Robeks® Store Franchisees: During the operation of your Robeks® store, we provide you with the following assistance or ensure that a Regional Director does so:

1. We will provide regular consultation and advice in response to your inquiries about specific administrative and operating issues at specific Robeks® stores that you own. We decide how best to communicate our consultation and advice, whether by telephone, in writing, electronically or in person. (Franchise Agreement, Paragraph 14. A.)

2. If you request, and we agree to provide, additional on-site assistance, you must pay us our then-current per diem fee as set forth in the Manual and reimburse us for our reasonable expenses in providing on-site instruction, including, without limitation, expenses for air and ground transportation, lodging, meals, and personal charges. (Franchise Agreement, Paragraph 14.A.)

3. We will periodically designate additional Proprietary Products and Non-Proprietary Products that you may or must stock and promote. (Franchise Agreement, Paragraphs 13.B., 13.C.)

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4. We will administer testing to your Certified Manager candidates upon request during the Franchise Agreement term. See Item 6 for certification testing fees. See additional disclosures in this Item 11 regarding eligibility for the Certified Manager designation. (Franchise Agreement, Paragraph 6.)

5. We may conduct an annual meeting of franchisees to address our Proprietary Product line, industry trends, recently-implemented changes in the ROBEKS® System, and other topics of common interest to our franchisees, including customer relations, personnel administration, new products, advertising programs and local store promotions. (Franchise Agreement, Paragraph 14.C.)

6. We or our designee will periodically visit your ROBEKS® stores to inspect your operations, observe and interview your employees and review your books and records (including data stored on your computer systems) in order to verify your compliance with the Franchise Agreement and the Manual. (Franchise Agreement, Paragraph 14.B.)

7. We will periodically revise the Manual to incorporate new developments and changes in the ROBEKS System, and will provide you with a copy of all updates. (Franchise Agreement, Paragraph 8.)

8. We will supervise programs for ROBEKS® gift certificates and stored value cards. Under these programs, you will purchase from us, and offer for sale to your customers, ROBEKS® gift certificates and stored value cards that your customers may redeem at any ROBEKS® store. You also will purchase envelopes, card carriers and other related promotional materials. You must honor the gift certificates and stored value cards if a customer presents them for products. You may not issue, redeem or otherwise authorize any other gift certificates or stored value cards, except those that we approve of in advance. These programs may be administered by us or a third-party vendor that we designate. There also may be a transaction charge related to usage as well as a service fee. (Franchise Agreement, Paragraph 13.1.)

9. We will offer advice and advertising strategies for your grand opening advertising program. (Paragraph 10.B.)

D. Regional Directors: During the Regional Director Marketing Agreement Term, we will provide

you with the following assistance:

1. We will provide regular consultation and advice in response to your inquiries about specific administrative and operating issues regarding recruiting activities, franchise sale practices, site selection criteria, store design, store construction and maintenance requirements, administration of training programs, operating protocols, performance evaluations, local promotion and other topics relevant to your duties. (Regional Director Marketing Agreement, Paragraph 8(a).)

2. Provide ongoing training. (Regional Director Marketing Agreement, Paragraphs 6.2.)

3. We will provide you with a copy or sample of advertising and marketing materials that we create for purposes of recruiting prospective franchisees. (Regional Director Marketing Agreement, Paragraphs 13.6(a), 13.6(e).)

4. We will furnish you with a current copy of our Offering Circular and all amendments for you to use in soliciting prospective franchisees in your Regional Director Territory. (Regional Director Marketing Agreement, Paragraph 3.2.)

Marketing Fund

We deposit all Advertising Fees into the Marketing Fund, which we administer for the benefit of all Robeks stores. As the administrator, we direct all advertising and marketing programs and have the right to make all decisions over all creative concepts, materials and endorsements and the geographic, market and media placement of all programs. We do not promise that we will spend the Marketing Fund in any given geographic region or that the benefits you receive will be in proportion to your contributions.

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We may terminate, and resume, the Marketing Fund periodically during your franchise term, however, any decision to terminate or resume the Marketing Fund will apply to all franchisees equally. We will not terminate the Marketing Fund before making arrangements to spend or rebate any balance in the Marketing Fund after payment of all expenses. If we resume the Marketing Fund, we will collect Advertising Fees at the rate specified in your Franchise Agreement at that time.

We may use the Marketing Fund to pay for the cost to prepare and produce advertising materials; purchase media space or time; administer local, regional and national advertising programs, including buying direct mail and other media advertising; conduct electronic advertising promoting the ROBEKS® System and Robeks® Marks; employ advertising, public relations and media buying agencies to assist us in these activities; and support public relations, market research and other advertising and marketing activities. Additionally, we may use the Marketing Fund to furnish our franchisees with marketing items, advertising and promotional formats and materials, like advertising art, radio and television commercials, musical jingles, print advertisements, point of sale materials, promotional graphics, take-away graphic menus, various coupons, outdoor advertising art, direct mail pamphlets and literature, and electronic listings in white and yellow page web sites in our judgment. Upon request, we may agree to provide you with multiple copies of Marketing Fund marketing, advertising and promotional materials if you pay us to reproduce the materials for you. We intend to use the Marketing Fund to support the cost of maintaining the Robeks.com web site. Our web site will identify all Robeks® stores by street address.

We will charge the Marketing Fund for our cost of maintaining a toll-free telephone number and system-wide Intranet to the extent we use each to provide our franchisees with marketing assistance.

We keep the Marketing Fund separate from our other funds. Out of the Marketing Fund, we may pay ourselves for the direct costs, salaries, travel expenses, administrative costs and other direct overhead we incur to administer the Marketing Fund including the cost of preparing the annual accounting, expenses to collect Advertising Fees from delinquent franchisees, costs to develop and execute specific marketing and advertising programs (including costs for market research and production) and costs to fund the annual meeting of franchisees if we elect to hold one. In any given year, we may spend more or less than the total amount we collect for that year. We may carry-forward any Marketing Fund surplus or deficit to a future fiscal period. We treat interest paid on Marketing Fund balances as additional Marketing Fund revenue. You authorize us to collect and deposit in the Marketing Fund any advertising or promotional monies or credits that an authorized supplier pays on account of your purchases. We will prepare an annual income and expense statement showing Marketing Fund collections and expenditures, and will furnish you with a copy upon your written request.

For Robeks stores that our Retail Affiliate owns, our Retail Affiliate will contribute to the Marketing Fund at a rate that is equal to the lowest percentage contribution rate that any Robeks® Franchisee then pays to the Marketing Fund.

During our last fiscal year, we collected a total of $502,720 in Advertising Fees from our franchisees and $12,425 in Advertising Fees from our Retail Affiliate on behalf of its operating Robeks® stores, and $14,096 from the sale of proprietary stored value cards. The Marketing Fund spent a total of 578,246 during this same period, leaving a Marketing Fund deficit of $367,581 as of December 25, 2005, which carried over to our next fiscal year. Marketing Fund expenditures fell into the following categories:

Production/Point of Sale Materials 30%

Advertising 10%

Administrative Expenses 56%

Other * 4%

TOTAL 100%

* (Other includes the following categories of expense: sponsorship fees; graphic design; website design and newsletter)

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Local Advertising.

You may not use any advertising, promotional or marketing materials until we approve them. As a condition of our approval, you must permit us, the Marketing Fund and our other franchisees to use these materials without compensation. To apply for our approval, you must submit a copy or transcript of the materials in the exact form you intend to use them. We have 15 days to review your request. If you do not receive our written approval within 15 days, that means we do not approve your materials (unless we notify you that we need additional time to review your materials). If you use materials that we approve, you must use them in the exact form that you submit them to us. (Franchise Agreement, Paragraph 10.A.)

Additionally, you must maintain, at your own expense, white page listings for each of your ROBEKS® stores in one or more telephone directories which we designate servicing the store's market area. All telephone directory advertising must conform to our specifications and is subject to our prior approval. (Franchise Agreement, Paragraph 10. A.)

We may form, change, dissolve or merge local advertising groups or cooperatives. If two-thirds of the ROBEKS® stores in your specific geographic area that we designate approve the formation of a regional advertising cooperative, you must become a member and be bound by the cooperative's governing rules regardless of whether you vote in favor of the formation or not. The level of contributions by each franchisee in the cooperative will be decided by the same two-thirds approval, and any such contributions shall be in addition to the Advertising Fees described in Item 6. We will establish the boundaries of each regional advertising cooperative based on factors including geographic boundaries of local media markets. The regional advertising cooperative's purpose will be to pool member contributions to purchase media and engage in collective marketing efforts that specifically benefit ROBEKS® stores in the designated geographic area. Subject to the terms of the Franchise Agreement, the members of any regional cooperative to which franchisee is assigned will elect their own officers and directors. We will establish the bylaws for each regional cooperative.

Grand Opening Advertising.

For each ROBEKS® store that you open, we require you to spend a minimum of $5,000 on grand opening advertising and promotion. This obligation is in addition to the contributions you must make to the Marketing Fund. We may exempt locations in Malls and Non-Traditional Venues from this requirement.

We assist you to develop a grand opening promotional program and implementation plan. Grand opening advertising is subject to our approval, which you must obtain in same manner as local advertising. We will count towards your minimum $5,000 grand opening obligation all expenses that you incur or pay for advertising promotion that directly benefits the store if you use, distribute or broadcast the advertising or promotion either within the 30 days before, or within the first 60 days after, your ROBEKS® store opens for business to the public. With our prior written approval, we will also count towards your grand opening requirement your direct costs to purchase any Proprietary Products or Non-Proprietary Products for use in connection with a free product offer that you advertise or otherwise promote within this same period. You must account for your grand opening expenditures by submitting reports to us upon our request on forms that we include in the Manual. (Franchise Agreement, Paragraph 10.B.)

Advertising/Marketing Specific to Regional Directors.

We assist you to develop a Regional Director Initial Marketing Plan to promote the ROBEKS® brand and your initial ROBEKS® store in your Regional Director Territory. Advertising, public relations and promotions relating to a Regional Director Initial Marketing Plan are subject to our approval, which you agree to obtain in same manner as local advertising. We will count towards your minimum $10,000 Regional Director Initial Marketing Plan obligation all expenses that you incur or pay for advertising, public relations contracts and promotions that directly benefits the store and Regional Director Territory if you use, distribute or broadcast the advertising, public relations or promotion either within the 90 days before, or within the first 180 days after, the first ROBEKS® store opens for business in your Regional Director Territory. With our prior written approval, we will also count towards your Regional Director Initial Marketing Plan obligation your direct costs to purchase any Proprietary Products or Non-Proprietary Products for use in connection with a free product offer that you advertise or otherwise promote

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within this same period. You agree to account for your Regional Director Initial Marketing Plan expenditures by submitting reports to us upon our request on forms that we include in the Manual. (Regional Director Marketing Agreement, paragraphs 13.6 and 13.7)

We also require you to spend each calendar quarter at least the greater of (i) .75% of the Initial Area Marketing Fee which you paid to us to acquire the Regional Director franchise, or (ii) $400, to market and promote the sale of new Robeks® Store franchises in your Regional Director Territory. While we may provide you with promotional and recruiting materials to solicit prospects, you are responsible for arranging media placement and for all media expenses. All advertising which you conduct, even using the recruiting materials that we create, is subject to our prior approval, which you must obtain in the same manner as applies to local advertising by ROBEKS® Store franchisees. As a condition of our approval, you must permit us and other Regional Directors that we authorize to use the materials that we approve for your use without compensation. You may use materials that we approve only in the exact form that you submit them to us. (Regional Director Marketing Agreement, Paragraph 13.7.)

Additionally, we may require you to participate, at your expense, in a maximum of 2 trade shows that we select each year in the Territory. (Regional Director Marketing Agreement, Paragraph 13.7 (f) 2.)

Manuals.

We will provide you a copy of our Manuals. In this Offering Circular, we refer to the manual that we give to Regional Directors also as "Manual" even though the Regional Director Manual is not identical to the Operations Manual and the Franchisee Manual. Our Manuals contain proprietary information and you must keep such information confidential, as stated in Item 14 of this Offering Circular. The 3 current Manuals, as of December 25, 2005, are divided into the following subjects:

OPERATIONS MANUAL

Subject	Number of Pages
Customer Service & Operations	28
Product	17
Scheduling & Payroll	15
Human Resources	31
Cash Handling	24
Inventory	8
Facilities & Equipment	51
Risk Management	21
TOTAL	185

FRANCHISEE MANUAL

Subject	Number of Pages
Real Estate	46
Construction	68
Maintenance	19
Technology	26
Human Resources	40
Accounting	24
Store Operations	43
Purchasing	6
Marketing	27
TOTAL	299

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REGIONAL DIRECTOR MANUAL

Subject	Number of Pages
Introduction	3
Overview of Regional Director Role	10
Operating a Flagship Store	15
Site Selection	30
Franchisee Recruitment	27
Securing Franchisee Financing	6
Site Design & Construction	19
Franchisee Training	22
Operational Support	31
Marketing and Promotion	27
TOTAL	190

Site Selection.

We consider the following factors in approving locations for Robeks® stores: (i) foot and vehicular traffic; (ii) general cleanliness and security of the area; (iii) parking availability; (iv) visibility and street exposure; (v) rental rates and lease terms; (vi) placement of a particular site within multi-tenant development; (vii) lighting; (viii) square footage and configuration of the premises; (ix) other amenities; (x) compatibility of adjacent tenant mix; (xi) proximity of other ROBEKS® stores and competitors; (xii) convenient ingress and egress; (xiii) availability of patio seating and other enhancements conveying a healthy lifestyle image; (xiv) demographic data for the market area served by the proposed store, including population age, size and income levels and residential and commercial usage; (xv) strategic positioning within your market area; and (xvi) building, health, sign and other applicable codes, ordinances, regulations and restrictions.

If your store is in a Regional Director's territory, the Regional Director will apply these same factors in helping you prepare a site proposal for our approval. We may use Segment Specialists to assist us with site proposals and development in traditional venues, Non-Traditional Venues and Malls.

While we may offer you possible sites, we have no obligation to do so. You are responsible for investigating potential sites in a geographic area available for franchise development. You must present us with one or more proposed sites meeting our general demographic and physical criteria in the form of a comprehensive written site package that includes a letter of intent or comparable agreement with the landlord of the site indicating that the landlord is willing to enter into a lease and our Addendum to Lease. (Franchise Agreement, Paragraph 3.A.) We will not consent to any site that does not meet our site selection criteria.

Typical Length of Time to Open a Retail Location.

Unless you already own or lease a site suitable for development as a Robeks® store, you should begin the site selection process immediately after you and we sign the Franchise Agreement. As we disclose in this Item 11, you are responsible for evaluating potential sites, subject to our site approval process. If you are opening a new ROBEKS® store, we provide you with our site criteria for a typical ROBEKS® store when you sign the Franchise Agreement. We also will provide you with an initial floor plan and layout based on our prototype floor plans and specifications for the design, appearance and leasehold improvements of a typical ROBEKS® Store when you are prepared to start architectural plans, at the cost noted in Item 7.

We cannot estimate the length of time it may take for you to evaluate suitable sites. Nor can we estimate the length of time it may take to complete lease negotiations. From the time that you sign the lease and Addendum to Lease, the typical length of time to prepare and design architectural plans, secure all necessary building and zoning permits and to complete all building development obligations is 45 to 75 days. (You must sign the Franchise

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Agreement before you sign the lease and Addendum to Lease.) From the time you receive all necessary governmental permits and approvals and begin construction of leasehold improvements for your new ROBEKS store, it should normally take you 45 to 60 days to complete construction and open for business.

We may terminate the Franchise Agreement if you fail to do either of the following: (i) obtain our approval of the location of your ROBEKS® store and deliver to us a fully-executed lease and Addendum to Lease within 24 months after we sign the Franchise Agreement, or (ii) open for business to the public within 36 months after we sign the Franchise Agreement. We may, in our judgment, extend a deadline for an excusable delay due to factors beyond your control, like delays in obtaining special zoning variances or building permits for reasons other than your failure to prosecute your application; weather conditions which might affect construction; failure of the landlord to complete its work in a timely manner; and material shortages.

Before you open, we must issue you a written certificate signifying that the store, as built-out, substantially conforms to our design specifications, and you must meet other pre-opening requirements, including completing our initial training program designating a Certified Manager, completing and receiving our approval of your written plan for your grand opening and presenting us with proof of insurance. (Franchise Agreement, Paragraph 5.B.)

Computer Systems; Electronic Cash Register.

ROBEKS® Store franchisees must purchase and use a point-of-sale (POS) system that we approve. Currently, we approve only the IRIS by Progressive Software POS system with multiple hardware and software configuration options. The minimum hardware configuration includes one front-of-the-house POS terminal and one back-of-house personal computer (PC) workstation with all necessary network and battery back-up devices. Additionally, you must install at least one receipt printer and one remote kitchen printer. The minimum software configuration includes Windows NT 4.0 Workstation on each computer/terminal, IRIS POS Software, PCAnywhere by Symantec, and Office 2000 Standard Edition. All hardware and software specifications are in the Manual. We may specify different hardware and software systems in the future, including proprietary software that we develop exclusively for the ROBEKS® System. There are no contractual limitations on the frequency or cost of upgrades or changes in the computer system that we may impose.

We require you to use specific project and business management software applications, at your cost, to manage the process of developing and operating the franchise location, or, if you are a Regional Director, business management software for the management of your business, from franchisee recruitment and selection of potential sites through the completion of construction, store opening obligations and ongoing franchisee support. We may charge you a fee to use the software on either a per project basis or based on the use of the software over a designated period of time. Currently, we do not require a specific brand of software for specific project and business management applications.

Unless stated otherwise, we require you to purchase computer hardware and software applications meeting our specifications from any approved third party vendor. You must pay for all costs to acquire and install the equipment and software, and for maintenance and all upgrades that we require. (Franchise Agreement, Paragraph 12.C.) In our Retail Affiliate's experience, most of the computer hardware will have a manufacturer's warranty that you can extend at additional cost. Purchasing, setup and support services for the computer systems are provided by suppliers that we have approved.

You must have an internet connection for the purpose of implementing, transmitting, collecting and maintaining the POS system and communicating sales and back-office data to us electronically. You must maintain a dedicated internet connection using DSL, cable, broadband or similar "always on" internet service that permits online communication between your computer system and our computer systems, and our independent access to, and retrieval of, data from your computer and cash register systems with access available to us at all times. We may designate the specifications of your internet connection equipment and service, including the speed in which data is transferred. (Franchise Agreement, Paragraph XII.C.) Nothing limits our right to access or use the data we retrieve. Although we do not do so at the time of this Offering Circular, we may require you to participate in our web site and to submit information through an intranet system we develop.

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Training

ROBEKS® Store Franchisees

SUBJECT

TIME BEGUN

INSTRUCTIONAL MATERIAL

HOURS OF

CLASSROOM

TRAINING

HOURS OF ON-THE-JOB TRAINING

INSTRUCTOR

Rl & R2 Training

After you sign

the Franchise

Agreement, and

before opening;

scheduled by

mutual arrangement

Primarily our Manual

110 hours (mostly at an operating

Robeks store, and partially at the

Robeks Corporate Office).

See previous column.

Andrew Kaplan, supervisor

R3 Training

During the week

before, and

including, the

period that your

store opens for

business

Primarily our Manual

40 hours

Andrew Kaplan, supervisor

Before you open your ROBEKS® store, you or the person you designate to operate your store must attend and successfully complete our two-part initial training program. "Rl and R2 Training" presently consists of approximately 110 hours of administrative and operational instruction that we teach in a classroom environment and at an operating Robeks® store. Subjects that we address in Rl Training include nutrition basics; store operations basics; our POS systems; employee hiring, training and labor costs; product ordering and cost controls; store merchandising; customer service; and the philosophy and culture of the ROBEKS® System. The second part of training, "R3 Training," presently consists of approximately 40 hours of on-site instruction in your ROBEKS® store at a mutually scheduled time for one week before, or including the period that, your store opens. R3 Training emphasizes the implementation of our inventory control systems; practical application of the ROBEKS® System's methods of food handling, preparation, production and service; delegation of operating functions to opening employees; customer service training; and implementing a grand opening for a store. We reserve the right to modify the initial training program at any time. Andrew Kaplan, whom we list in Item 2, currently manages our training programs.

You may send up to 2 people to attend Rl and R2 training, provided that they attend all classes at the same time. If you want to send more than 2 people to the Rl and R2 Training that we provide for your first Robeks® store, we charge a training fee. See Item 6. We may limit enrollment based on space availability. Otherwise, you pay no fee or tuition to us for providing the pre-opening initial training program for your first RoBEKS® store.

As we explain in Item 6, before we will provide R3 Training, you agree to qualify at least one Certified Manager. Your candidate must pass our proficiency examination, which currently consists of both a written and practical (hands-on) test. To be eligible to take our proficiency examination, the candidate must either complete our Rl and R2 Training classes or have worked at least 520 hours in a management-level capacity at a ROBEKS® store. If the candidate does not complete our Rl and R2 Training classes, you must certify the candidate's management work experience. We do not charge a certification fee to administer the proficiency examination to the first 2 candidates for each ROBEKS® store that you own. After your first 2 candidates (per ROBEKS® store), you must pay us our then-current certification fee before we will administer the proficiency examination.

For your first ROBEKS® store, at a minimum, you (or your Primary Owner) must complete Rl and R2 Training, qualify as a Certified Manager, and participate in R3 Training all before the store opens for business. If you do not intend to devote your full time and attention to fulfilling Certified Manager duties for the ROBEKS® store, at least one other person must qualify as a Certified Manager and participate in R3 Training with you before

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your Robeks® store opens for business. Your Certified Manager is responsible for training your other store-level managers and employees to our satisfaction.

We intend to periodically offer advanced and refresher training programs and may require all Certified Managers or other personnel that we designate to attend specific training programs. As the need develops, we may offer special training if we introduce new proprietary products, services or programs or to address particular aspects of the Robeks® System including, without limitation, the nutritional aspects of the Robeks® Proprietary Product line, inventory management, supplier relationships, and financial record keeping. We may require that you and other personnel that we designate attend specific additional training programs, but we will not require that more than 2 persons each complete more than 3 days of additional training during any 12-month period. See Item 6 regarding training fees for additional training classes.

Regional Directors

* SUBJECT	TIME BEGUN	INSTRUCTIONAL MATERIAL	HOURS OF CLASSROOM TRAINING	HOURS OF ON-THE-JOB TRAINING	INSTRUCTOR
Regional Director Training	After you sign the Regional Director Marketing Agreement; scheduled by mutual arrangement. You have to complete.	Primarily our Manual.	40 hours (by teleconference and in a classroom environment). The division of time (classroom vs. teleconference) may vary.	See previous column	Andrew Kaplan, supervisor
Rl & R2 Training	After you sign the Regional Director Marketing Agreement; scheduled by mutual arrangement.	Primarily our Manual	80 hours (partially in a classroom environment and partially at an operating Robeks store. The division of time (classroom vs. operating store) may vary.	See previous column	Andrew Kaplan, supervisor
R3 Training	By mutual agreement.	Primarily our Manual		40 hours in an operating Robeks store	Andrew Kaplan, supervisor

See generally, Regional Director Marketing Agreement, Paragraph 6.

Regional Directors also participate in a three-part initial training program. "Regional Training" consists of approximately 40 hours of administrative instruction that we teach partially by teleconference, computer instruction or other similar methods and partially in a classroom environment or by seminar to assist you with organizing a franchise development program for your Regional Director Territory. We address all of the following subjects: franchise laws and regulations; territory development; real estate site selection; recruitment and qualification of franchise applicants; store construction and maintenance; franchisee training; local marketing strategies; ongoing support duties and goals; administrative and operational management issues; and other subjects germane to your

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contractual duties. Part One Training for Regional Directors is similar to the Rl and R2 courses that we provide to ROBEKS® Store franchisees. R3 Training for Regional Directors is similar to the R3 course that we provide to ROBEKS® Store franchisees and is provided when the first store opens in the Regional Director Territory. As in the case of the ROBEKS® Store franchisee initial training program, we may modify the initial training program at any time. Andrew Kaplan also manages our Regional Director training programs.

Regional Directors pay us the Training and Organizational Fee described in Item 5. This covers the cost of providing the initial training program to up to 2 persons. Either you or your Primary Owner, or a senior operations employee with general management and supervisory responsibilities for your business, must complete Regional Training before you may begin to discharge your Regional Director duties and Rl, R2 and R3 Training. We may terminate the Regional Director Marketing Agreement if you or your Primary Owner fails to complete Regional Training within 60 days after you sign the Regional Director Marketing Agreement or Rl and R2 Training and R3 Training and qualify as a Certified Regional Trainer within 120 days after you sign the Regional Director Marketing Agreement. We also may terminate your Regional Director Marketing Agreement if you do not have a Certified Regional Training Center to conduct Rl, R2 and R3 Training for your region in a location approved by us by the opening date of the fifth ROBEKS® store owned by a ROBEKS® Store franchisee and opened in your Regional Director Territory. If you want to send additional personnel (beyond 2) to our initial training program, we charge a per person hourly fee (see Item 6). We may limit enrollment based on space availability. You are responsible for all personal expenses for your employees to attend training, including transportation, lodging, food, salary and other personal charges.

We may periodically offer advanced and refresher training programs for Regional Directors or allow you to enroll in the advanced and refresher training programs that we offer ROBEKS® Store franchisees, subject to space availability. Like ROBEKS® Store franchisees, we may require that you and other personnel that we designate attend specific additional training programs, but we will not require that more than 2 persons each complete more than 3 days of additional training during any 12-month period. See Item 6 regarding training fees for additional training classes.

We intend to conduct all continuing training courses at an operating Robeks® store or other facility that we designate, or in conjunction with any regional or national franchisee meetings.

ITEM 12

TERRITORY

We reserve all other distribution rights that we do not expressly grant to you. By distribution rights, we mean all forms and channels of distribution, regardless of whether we use the method now or adopt it in the future. For example, we may (i) directly or through one of our affiliates, sell ROBEKS® Nutritional Boosts and other Proprietary Products (including pre-packaged food, snacks and beverage items; books; juicers and other equipment; clothing; souvenirs and novelty items) through other retail and wholesale channels of distribution (including by means of the Internet, mail order catalogues, direct mail advertising, and from supermarkets, health food stores and other food stores that do not do business under the ROBEKS® name); (ii) operate other kinds of businesses under the ROBEKS® Marks; and (iii) operate other retail and wholesale concepts that feature nutritional products, fruit smoothies, vitamins, energy and diet products and other products similar to those featured at ROBEKS® stores, but under trade names dissimilar to the Robeks® Marks.

.We may develop other formats for ROBEKS® stores. At this time, we do not plan to offer or sell franchises for other formats for ROBEKS® stores. Except as we disclose in this Item 12, we do not grant any exclusive or protected territory. We and our affiliates may establish other similar and dissimilar businesses anywhere we want that compete with you.

Regional Directors.

Although we assign you a Regional Director Territory, this gives you only a non-exclusive right to solicit and recruit prospective Robeks® Store franchisees for locations in your Regional Director Territory.

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We may recruit prospective franchisees and sell ROBEKS® Store franchises for locations in your Regional Director Territory. If we do, you will still earn a Sales Services Commission if we make a sale, unless the franchise location is a Non-Traditional Venue in your Regional Director Territory. (If you generate the sales lead and the franchise location is a Non-Traditional Venue in your Regional Director Territory, we will pay you a Sales Services Commission.) Although the Regional Director Marketing Agreement does not obligate us to do so, we intend to turn over to you the sales leads that we receive from prospects looking to acquire a ROBEKS® Store franchise for a location in your Regional Director Territory so that you can pre-qualify the candidate. However, we have no plan to turn over leads from institutional feeders or food concession companies, or candidates interested in purchasing multiple franchises in more than one territory.

If you earn a Sales Services Commission on a franchise sale in your Regional Director Territory (whether you, or we, are the procuring cause for the franchise sale) or sign a Franchise Agreement yourself, we count the sale towards your development quota. If you do not earn a Sales Services Commission on a franchise sale in your Regional Director Territory (as is the case if we sell a franchise for a Non-Traditional Venue in your Regional Director Territory and you are not the procuring cause for the franchise sale), we do not credit the sale towards your development quota.

You may only solicit prospects that reside, or maintain their principal place of business, in your Regional Director Territory. If the prospect chooses to locate their ROBEKS® Store franchise outside of your Regional Director Territory, you still earn a Sales Service Commission, but will not receive a Site Services Commission or Royalty Fees. However, you may not solicit prospects that reside, or maintain their principal place of business, outside of your Regional Director Territory.

If you provide site and ongoing support services to a franchisee located in your Regional Director Territory, even to a ROBEKS® Store franchisee whom we recruit, we will pay you a Site Services Commission and a percentage of the Royalty Fees that we collect from the Robeks® Store franchisee except in the following situations: (1) if we use a Segment Specialist to help us secure the store location, we excuse you from providing site services and do not pay you a Site Services Commission; and (2) we do not share royalty fees from any Robeks® stores that we or our Retail Affiliate own, or from franchisee-owned ROBEKS® stores in Non-Traditional Venues, although we will pay you a commission of $200 per month per franchisee-owned ROBEKS® stores in a Non-Traditional Venue for performing limited support services at our request. See Item 1.

Malls include regional shopping malls, discount outlet malls and other pedestrian shopping destinations. We define "pedestrian shopping destinations" as a unified grouping of stores which promote themselves as a destination shopping experience, like the Universal City Walk, Old Town Pasadena, or Third Street Promenade in Los Angeles County, California. Non-Traditional Venues encompass a broad variety of atypical retail sites, including office buildings and business complexes; arenas and stadiums; health club and recreational facilities; airports, train stations, toll road facilities and other transportation terminals and related facilities; educational, medical, governmental and other types of institutional facilities; and store in store (for example, a, ROBEKS® store within a grocery store or movie theater).

We may contract with Segment Specialists to perform site selection services in your Regional Director Territory. Segment Specialists primarily handle local, regional or national segment development activities at Malls and Non-Traditional Venues and receive a commission for their services typically from the real estate developer or owner.

When we offer to sell you the Regional Director franchise, we will identify the boundaries of your Regional Director Territory by a map or written description. The size may vary from one Regional Director to the next. In assigning Regional Director territories, we generally will use different types of Metropolitan Statistical Areas, which are geographic regions that the U.S. Office of Management and Budget identifies for U.S. Census purposes. However, we may subdivide a Metropolitan Statistical Area among two or more Regional Directors or combine all, or portions of, two or more different Metropolitan Statistical Areas in our judgment. In identifying Regional Director territories and in deciding whether to subdivide or combine areas, we primarily consider demographic factors, traffic patterns, competition, site availability, economic trends, your capacity to recruit and provide services in a large area and the number of ROBEKS® stores we believe the area can support. We identify the Regional Director Territory before you sign the Regional Director Marketing Agreement.

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We will not place another Regional Director in your Regional Director Territory during the term of the Regional Director Marketing Agreement.

As a condition of the Regional Director franchise, you must satisfy cumulative minimum development obligations, which we segregate into three independent development quotas. We determine the development quotas by mutual agreement before we enter into the Regional Director Marketing Agreement and identify the development quotas in Exhibit A to the Regional Director Marketing Agreement. Exhibit A also explains additional conditions pertaining to the development quotas. We may terminate the Regional Director Marketing Agreement if you fail to meet any development quota. See Regional Director Marketing Agreement, Paragraphs 3.1 and 16.4.

ROBEKS® Store Franchisees.

The Franchise Agreement does not grant you any exclusive territory. We may open another ROBEKS® store wherever we chose regardless of its proximity to your ROBEKS® store location. Furthermore, the franchise rights that we grant to you are non-exclusive and do not confer any preferential right to serve particular customers. You may not engage in wholesale sales of any kind without our prior written consent. "Wholesale sales" includes the sale or distribution of merchandise or products to a third party for resale, retail sale or other method of distribution. We do not grant to you any options, rights of first refusal or similar rights to acquire additional franchises within any particular territory.

ITEM 13

TRADEMARKS

The Franchise Agreement licenses you to use the service mark ROBEKS®, as well as other trademarks, service marks, trade names and commercial symbols (collectively, the "Marks"). Our Retail Affiliate also claims common law trademark rights for all of the Marks. Our Retail Affiliate has filed or intends to file all required affidavits and renewals for the Marks listed below.

Principal Trademarks	Principal/ Supplemental Register	Serial No.	Filing Date	Reg. No.	Registration Date
Robeks Juice & design	Principal	75/419,136	1/16/98	2,213,046	12/22/98
ROBEKS & design	Principal	78/222,532	3/6/03	2,805,044	1/13/04
Robeks	Principal	78/222,546	3/6/03	2,805,045	1/13/04

Our Retail Affiliate has licensed us the perpetual right to use the Marks and to sublicense the use of the Marks for the operation of retail stores under a license agreement effective June 15, 2000. The license agreement contains no limitations. Our Retail Affiliate may terminate the license agreement if either we or any franchisee misuses the Marks in a way as to materially impair the goodwill associated with the Marks or if we are dissolved, become insolvent or (except for our right to sublicense the Marks to franchisees) assign our rights under the license agreement without our Retail Affiliate's consent. The license agreement contains no other limitations.

We have the right to change and modify the Marks from time to time. Your use of the Marks and any goodwill is to our and our Retail Affiliate's exclusive benefit and you retain no rights in the Marks. You also retain no rights in the Marks upon expiration or termination of your Franchise Agreement. You are not permitted to make any changes or substitutions of any kind in or to the use of the Marks unless we direct in writing. We may change

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the System presently identified by the Marks including the adoption of new Marks, new menu items, new products, new equipment or new techniques and you must adopt the changes in the System, as if they were part of the Franchise Agreement at the time of its execution. You must comply within a reasonable time if we notify you to discontinue or modify your use of any Mark. We will have no liability or obligation as to your modification or discontinuance of any Mark.

There are currently no effective material determinations by the United States Patent and Trademark Office, the Trademark Trial and Appeal Board, the trademark administrator of any state, or any court, or any pending infringement, opposition or cancellation proceeding, or any pending material litigation, involving the Marks. There are currently no agreements in effect that significantly limit our rights to use or license the use of any Marks in any manner material to the franchise. There are no infringing uses actually known to us that could materially affect your use of the Marks.

We are not obligated to protect you against infringement or unfair competition claims arising out of your use of the Marks, or to participate in your defense or indemnify you, although we will defend you against a third party claim if you notify and cooperate with us and the claim against you is not based on your misuse of the Marks or System. We reserve the right to control any litigation related to the Marks and we have the sole right to decide to pursue or settle any infringement actions related to the Marks. You must notify us promptly of any infringement or unauthorized use of the Marks of which you become aware. If we determine that a trademark infringement action requires changes or substitutions to the Marks, you must make the changes or substitutions at your own expense.

ITEM 14

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

There are no patents or copyrights currently registered that are material to the franchise, although we do claim copyright ownership and protection in this Uniform Franchise Offering Circular, our Franchise Agreement, our Regional Director Marketing Agreement, the Manual and various sales promotional and other material published from time to time.

You may not duplicate, disclose or disseminate the contents of the Manual without our prior consent. We may modify the Manual at any time. We will notify you of all changes in writing and you must promptly adopt the changes at your cost. You must return the Manual to us when the Franchise Agreement or Regional Director Marketing Agreement expires or terminates. You must keep all proprietary information, including the Manual, confidential. You must keep the Manual (or, if we loan you more than one copy, each copy of the Manual) updated and in a secure or locked receptacle when not in use. If there is a dispute over the current version of the Manual, the terms of our master copy will control. If you lose any volume of the Manual, we may charge you a replacement fee in the amount that we disclose in Item 6.

Neither we nor our Retail Affiliate are aware of any agreements or third party claims or infringing uses that might limit our, or your, use of the Manual. Our Retail Affiliate has not informed us, and we are not aware, of any current determinations of the Copyright Office or any court, or any pending interference, opposition or cancellation proceedings or material litigation involving any materials in which our Retail Affiliate claims a copyright or regards as proprietary or its trade secret.

ITEM 15

OBLIGATION TO PARTICIPATE EN THE ACTUAL OPERATION OF YOUR RETAIL STORE

Robeks® Store Franchisees.

We do not require that you or your Primary Owner devote full time and attention to day-to-day store operations, although you are responsible for the acts and omissions of your Certified Managers and other employees and agents and you must possess the same operational knowledge of the System as a Certified Manager is required to possess. If you will not devote full time and attention to operational management of your ROBEKS® store on the

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date that it is ready to open, at least one other person must earn the Certified Manager designation before we will provide Part Two Training for your first ROBEKS® store.

Your ROBEKS® store must, at all times, be under the direct, personal supervision of at least one Certified Manager who devotes his or her full time and attention to fulfilling Certified Manager duties. No person may serve as the designated Certified Manager of more than one ROBEKS® store at any time. You must immediately notify us if the designated Certified Manager for your ROBEKS® store changes.

Due to the possibility of personnel turn-over, we recommend that you qualify more than one person as the designated Certified Manager. You may designate yourself or your Primary Owner as the Certified Manager only if you actually devote full time and attention to fulfilling the duties of the Certified Manager as required by the Franchise Agreement until such time as another person qualifies as your ROBEKS® store's Certified Manager.

We establish and may change the criteria for designation as a Certified Manager at any time effective upon written notice. Our notice will specify any additional training and other requirements applicable to new Certified Managers, which existing Certified Managers must complete to maintain their designation as a Certified Manager. We give Certified Managers 90 days after the new criteria become effective in which to satisfy the additional training and other requirements without losing their designation as a Certified Manager.

As the owner of franchise rights, you will control the manner and means of operating your ROBEKS stores and exercise complete control over and responsibility for your employees. You must prominently display appropriate notices in a format that we designate to inform the public that you independently own and operate your retail stores and business under license from us and are not our agent.

Regional Directors.

If you are a Regional Director, you or your Primary Owner must devote full time and best efforts to the operation of your Regional Director business and qualify as a Certified Regional Trainer. We allow you 60 days after you sign the Regional Director Marketing Agreement to complete initial training and 120 days to qualify as a Certified Regional Trainer.

We establish and may change the criteria for designation as a Certified Regional Trainer at any time, effective upon written notice. We also may establish different criteria to qualify as a Certified Regional Trainer. All Certified Regional Trainers must meet the applicable criteria in order to support the franchisees in your Regional Director Territory. We will give Certified Regional Trainers 90 days after the new criteria become effective in which to satisfy the additional training and other requirements without losing their designation.

You must keep us informed of the identity of all Certified Regional Trainers and your other employees with management responsibility. Although Certified Regional Trainers need not have any ownership interest in the Regional Director, we may require them to sign a Confidentiality, Non-Disclosure and Non-Competition Agreement, which will require them to maintain the confidentiality of proprietary information described in Item 14 and abide by the non-compete covenants described in Item 17.

Although you may be instrumental in identifying future franchisees and in servicing franchisees in your Regional Director Territory, you are not a party to the Franchise Agreement that we enter into with franchisees in your Regional Director Territory (other than any Franchise Agreements for ROBEKS® stores that you own). Therefore, you will not have any contractual relationship with the Robeks® Store franchisees in your Regional Director Territory. In carrying out our duties to franchisees in your Regional Director Territory, you will act as our agent.

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ITEM 16

RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

Each of your owners, employees and agents who have access to any information that we deem to be proprietary or confidential must enter into a written confidentiality agreement either with us or with you. We designate the form of contract, which we refer to as a Confidentiality, Non-Disclosure and Non-Competition Agreement. See Exhibit G.

If you are a corporation, limited liability company or other business entity, then each person who owns 25% or more of the equity or voting interests of the business entity must execute a Personal Guaranty (Exhibit F) agreeing to be jointly and individually liable for all of your obligations under the Franchise Agreement or Regional Director Marketing Agreement. This applies also to persons who acquire a 25% or greater interest after you sign the applicable contract.

You are an independent contractor and not our representative, partner or employee. You have no authority to make any contract, agreement, warranty or representation or to create any obligation binding on us.

ROBEKS® Store Franchisees.

You may operate your ROBEKS® store only at the location that we approve and nowhere else, except with our prior written approval. You may relocate a ROBEKS® store only to a location that we approve of in writing. Relocation is subject to certain conditions that we specify in the Franchise Agreement.

You must offer and sell only the products and services that we designate are part of the ROBEKS® System. You must offer all of the products and services that we designate are part of the Robeks® System, and nothing else, except with our prior written approval. You may provide local delivery services with our prior written consent if you comply with specifications in the Manual regarding food handling, decoration of the delivery vehicle, delivery territory, insurance, and similar matters. In the future, we may require all ROBEKS® stores to provide delivery services.

We do not restrict the prices at which you sell any products or services.

Your operations must comply with all applicable laws. These include the laws that we describe in Item 1, and include laws pertaining to the sale of goods, food labeling, handling and storage, health and sanitation and the American with Disabilities Act. You are responsible for investigating what laws apply to your business and for ensuring compliance with them.

You may sell only to retail customers. You may not conduct business on the Internet, through mail order catalogues or by other remote means not involving local delivery. You may not accept orders for shipment unless the customer places the order in person or telephones it directly to one of your retail stores.

We promote the ROBEKS® brand through our web site, "Robeks.com," which provides extensive resources for health and nutrition-related products and information. Our web site also serves as an e-commerce site where customers can purchase ROBEKS® Nutritional Boosts and other products for at-home use. In the future, we may provide our on-line customers the option of shipping and returning their orders to the closest operating Robeks® store. We may require you to participate in any e-commerce programs that we may implement, to serve as a retail support center or in another capacity that we designate.

Except as we disclose in this Item 16 and in Item 12 (prohibiting wholesale sales), we do not impose any restrictions regarding the customers to whom you may sell authorized products and services.

Any variation from our mandatory requirements requires our prior written approval. We grant approval only in exceptional cases in our judgment. Any exception made for another franchisee does not have to be made for you.

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We have the right to (i) add additional branded, Proprietary Products to the list of items (like ROBEKS® Nutritional Boosts) that you must offer for sale; (ii) to modify and discontinue the list of Proprietary Products that you must sell; and (iii) to add, modify and discontinue our approval of suppliers from whom you may, or must, buy Proprietary Products and Non-Proprietary Products. We communicate all changes by written bulletin or revisions to the Manual. No limits apply to our right to impose these modifications. You will be given a reasonable time period after notice from us in which to implement these changes and discontinue selling particular items which we delete from the approved list or buying from suppliers no longer on our approved list.

Regional Directors.

In addition to territorial limits on prospective franchisee recruitment (see Item 12), you must comply with our standards for advertising, recruiting, screening and interviewing prospective franchisees, which include submitting applications, financial statements, business plans and other materials that we request using our forms. You may use our franchise disclosure documents and marketing materials only if we have approved them for use in the applicable jurisdiction. You may not, under any circumstance, sell any items to, or collect any money from, prospective franchisee candidates or existing franchisees without our prior written consent.

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. YOU SHOULD ALSO REVIEW THE STATE ADDENDUM FOR ADDITIONAL DISCLOSURES APPLICABLE IN CERTAIN STATES.

	PROVISION	PARAGRAPH IN REGIONAL DIRECTOR MARKETING AGREEMENT (RDMA) PARAGRAPH IN THE FRANCHISE AGREEMENT (FA)	SUMMARY
A.	Term	16.1 (RDMA) 6.A (FA)	10 years
B.	Renewal or extension of the term	16.2 (RDMA) 4.B (FA)	Two successive renewal options, each for a 5-year term.
C.	Requirements for you to renew or extend	16.2,16.3 (RDMA) 4.B (FA)	You must be in good standing under the Agreement, give timely notice of election to renew, accept new development quotas which we may impose for the renewal term (RDMA only), sign a general release (Exhibit E), pay the renewal fee (Item 6), complete then-current training and sign our then-current form Agreement.
D.	Termination by you	17.1 (RDMA) 17. A (FA)	Upon 180 days written notice for any reason. You may terminate the Franchise Agreement if we materially breach the Franchise Agreement and fail to cure or begin to cure within 30 days after we receive your written notice.
E.	Termination by Company without cause	N/A	N/A
F.	Termination by Company with cause	17.2 (RDMA) 17.B (FA)	We may only terminate the Agreement for good cause, e.g., your default.

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	PROVISION	PARAGRAPH IN REGIONAL DIRECTOR MARKETING AGREEMENT (RDMA) PARAGRAPH IN THE FRANCHISE AGREEMENT (FA)	SUMMARY
G.	"Cause" defined- defaults which can be cured	17.2 (RDMA) 17.C (FA)	You have 10 days after notice to cure based on your non-payment of fees or failure to submit reports to us; otherwise, you have 30 days after notice to cure for any other default not included in the list of non-curable defaults.
H.	"Cause" defined-defaults which cannot be cured	17.2 (RDMA) 17.B (FA)	Non-curable defaults include: failure to meet any development quota; failure to satisfactorily complete training; breach of any franchise sales law; material misrepresentation or omission in your application; conviction or plea of no contest to a crime or offense that adversely affects you or your Regional Director business' reputation; misuse of the Manual, the Robeks Marks or any confidential information or trade secrets; receipt of 3 or more notices of default within any 24 month period; the unauthorized assignment or attempt to assign the franchise; bankruptcy or insolvency; your dissolution (if you are a business entity); and your incurable default under your lease. Non-curable defaults include: failure to agree upon the franchise store within the time allowed in the Franchise Agreement; failure to sign a lease or open the store on time; loss of possession of the real estate for cause; a material misrepresentation or omission in your application; conviction or plea of no contest to a crime or offense that adversely affects you or your retail store's reputation; misuse of the Manual, the Robeks Marks or any confidential information or trade secrets; sale of unauthorized merchandise or services; receipt of 3 or more notices of default within any 24 month period; the unauthorized closure of your retail store or failure to actively operate it for any length of time; unauthorized assignment or attempt to assign the franchise; false reporting; your bankruptcy or insolvency; your dissolution (if you are a business entity); failure to comply with laws within 10 days after being notified of non-compliance; or an imminent danger to public health or safety.
I.	Your obligations on termination or, if applicable, nonrenewal	18.1 (RDMA) 18.A (FA)	Pay all sums that you owe to us; cease using the Robeks Marks; deliver all sales leads and records to us; deliver all advertising materials; sign general release; assign us your telephone numbers and business listings; return the Manual and any other confidential or proprietary information; and refrain from contacting our franchisees (also see R. below). Your obligations include: complete de-identification; at our request, assign the store lease to us; cease using the Robeks Marks; stop selling Robeks Proprietary Products and sell them to us at your cost; sign general release; assign us your telephone numbers and business listings; pay all sums that you owe to us and any damages that we sustain in enforcing the termination provisions of the Franchise Agreement; return the Manual and any other confidential or proprietary information. You and Covered Persons must comply with the covenants not to compete. We have the right to purchase assets of the store (also see n., o. and r. below).
J.	Assignment of contract by Company	15.1 (RDMA) 19.A (FA)	No restriction on our right to assign.

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	PROVISION	PARAGRAPH IN REGIONAL DIRECTOR MARKETING AGREEMENT (RDMA) PARAGRAPH IN THE FRANCHISE AGREEMENT (FA)	SUMMARY
K.	'Transfer" by you-definition	15.2 (RDMA) 19.B (FA)	Includes transfer of contract rights under Regional Director Marketing Agreement, transfer of substantially all assets, or change in ownership of a controlling interest of a business entity franchisee or by any person who owns at least 25% of the outstanding ownership interests. Includes transfer of Franchise Agreement, transfer of substantially all assets, or change in ownership of a controlling interest of a corporate, limited liability company, partnership or business entity franchisee or by any person who owns at least 25% of the outstanding ownership interests.
L.	Company's approval of transfer	15.3 (RDMA) 19.B (FA)	Transfers require our prior written consent, which we agree not to unreasonably withhold. To obtain our consent, all transfer conditions that we state in the Agreement must be met. The transferee must sign our then-current contracts, but receives a full term with full renewal rights (instead of assuming the unexpired term of your franchise). Any Store must be open and operating before the Store and the Franchise Agreement for that Store can be transferred.
M.	Conditions for Company approval of transfer	15.5 (RDMA) 19.E (FA)	A new Regional Director must submit a new application and qualify, sign our then-current Regional Director Marketing Agreement and pay a transfer fee of 20% of our then-current Initial Area Marketing Fee (Initial Franchise Fee for Robeks Store franchisees) plus the then-current Training and Organizational Fee in exchange for assuming the existing term and renewal rights; you sign general release; no outstanding defaults; training successfully completed; we approve terms of sale; covenants against competition (see R. below). A new franchisee must submit a new application and qualify, sign our then-current Franchise Agreement and pay a transfer fee of $10,000 in exchange for assuming the existing term and renewal rights; you sign general release; no outstanding defaults; training successfully completed; we approve terms of sale; covenants against competition (see R. below).
N.	Company's right of first refusal to acquire your business	15.3 (RDMA) 19.C (FA)	We can match any third party offer to buy the franchise, assets or controlling interest that is the subject of a proposed transfer. We have 30 days in which to exercise our right of first refusal.
O.	Company's option to purchase your business	16.5 (RDMA) 18.B(FA)	At anytime after the eighth anniversary of the date of your Regional Director Marketing Agreement, we may purchase your Regional Director business by paying you 3 times the sum of all royalties which you have earned or which we have paid to you during the prior 12 months. Right to purchase tangible assets only upon termination or expiration of the Franchise Agreement.
P.	Your death or disability	15.8 (RDMA) 19.H(FA)	We treat your death or Incapacity (a term that we define in the Agreement) as an event of transfer subject to all transfer conditions. Your heirs can qualify or they or your legal representative must assign the franchise to an approved buyer within 180 days; otherwise, we can terminate the Agreement.

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	PROVISION	PARAGRAPH IN REGIONAL DIRECTOR MARKETING AGREEMENT (RDMA) PARAGRAPH IN THE FRANCHISE AGREEMENT (FA)	SUMMARY
Q.	Non-competition covenants during the term of the franchise	12.1 (RDMA) 16.B (FA)	Extends to "Bound Parties" (a term that we define in the Agreement); prohibits direct or indirect involvement with (i) any competing business to a Robeks store (which we define as a business that derives more than 10% of its net sales from the production, sale or distribution, at retail or wholesale, of any fresh or frozen fruit juice-type product, nutritional or vitamin supplements, or other featured products sold at Robeks stores), or (ii) any person or entity for which you render similar services to those that you provide as our Regional Director; applies worldwide. Extends to each "Covered Person" (a term that we define in the Franchise Agreement); prohibits direct or indirect involvement with any competitive business.
R.	Non-competition covenants after the franchise is terminated or expires	16.5 (RDMA) 21.B (FA)	Extends to "Bound Parties" (see Q. above); same activities prohibited as Q. above; applies anywhere in your Regional Director Territory plus a 10 mile radius or 10 miles from any other store. Extends for 2 years after the Regional Director Marketing Agreement expires or terminates. Extends to each "Covered Person" (see Q. above); same activities prohibited as Q. above; applies anywhere within (i) 10 miles from your Robeks stores, and (ii) 10 miles from every other Robeks store worldwide, regardless of whether it opens before or after you sign the Franchise Agreement. Applies for 2 years after the Franchise Agreement expires or terminates.
S.	Modification of the agreement	23.8 (RDMA) 24.H (FA)	May not be modified except by a written agreement that you and we both sign. We have the right to modify or change the Robeks System through changes in the Manual.
T.	Integration/ merger clause	23.9 (RDMA) 24.1 (FA)	Only the terms of the Agreement are binding (subject to state law). Any other promises you claim were made to you cannot be enforced against us.
U.	Dispute resolution by arbitration or mediation	21 (RDMA) 22 (FA)	All disputes must be submitted to a mediation hearing conducted according to the procedure stated in the Agreement, except for specific disputes where we may proceed directly to court and apply for interim (e.g., injunctive) relief. Mediation will be held at our offices. Disputes that cannot be resolved through mediation or negotiation then will be submitted to arbitration in the city where our headquarters are located.
V.	Choice of forum	21.3 (RDMA) 22.C (FA)	Litigation brought by you must be brought in the state or federal courts with jurisdiction in the county where we are headquartered. (See State Addenda)
W.	Choice of law	21.4 (RDMA) 22.D (FA)	Applicable law of the state where the store is located (FA) or Regional Director's home office is located (RDMA). (See State Addenda)

These states have statutes, which if applicable to the Franchise Agreement, may supersede the Franchise Agreement in your relationship with us including the areas of termination, renewal of your franchise, and choice of law: ALASKA [Stat. Sections 45.45.700 - 45.45.790], ARKANSAS [Code Sections 4-72-201 - 4-72-210], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Sections 42-133e-42-133h], DELAWARE [Code Sections 2551 - 2556] HAWAII [Rev. Stat. Section 482E-6], IDAHO [Code Section 29-110], ILLINOIS [815 ILCS Sections 705/4 and 705/17-705/20], INDIANA [Code Sections 23-2-2.7-1 - 23-2-

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2.7-7], IOWA [Code Sections 523H.1 - 523H.17 and 537A.10], MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat. Sections 80C.14 and 80C.21], MISSISSIPPI [Code Sections 75-24-51 - 75-24-63], MISSOURI [Rev. Stat. Sections 407.400 - 407.413 and 407.420], NEBRASKA [Rev. Stat. Sections 87-401 - 87-410], NEW JERSEY [Rev. Stat. Sections 56:10-1 - 56:10-12], RHODE ISLAND [Stat. Sections 19-28.1-14 - 19-28.1-16; Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim enforceable under this Act"], SOUTH DAKOTA [SDCL Sections 37-5A-51 and 37-5A-51.1], VIRGINIA [Code Sections 13.1-557 - 13.1-574], WASHINGTON [Rev. Code Section 19.100.180], WISCONSIN [Stat. Sections 135.01 - 135.07]. These and other states may have court decisions, which may supersede the Franchise Agreement in your relationship with us including the areas of termination and renewal of your franchise.

The Regional Director Marketing Agreement, Franchise Agreement, Personal Guaranty, General Release, Confidentiality Agreement, and Addendum to Lease each contain a provision under which both of us agree to (i) waive the right to a jury trial; (ii) a limitations period for bringing claims which may be shorter than the limitations period under applicable law, and (iii) waive punitive damages and limit recovery to actual damages according to proof. To the extent these provisions conflict with your state law, the state law will control. To the extent that any contract that you sign with us contains a provision that permits us to terminate the contract because of your bankruptcy, the provision may not be enforceable under federal bankruptcy law (11 U.S.C. Section 101 et seq.).

ITEM 18

PUBLIC FIGURES

We do not use any public figure to promote our franchises.

ITEM 19

EARNINGS CLAIM

Company does not furnish, or authorize its salespersons (or anyone else) to furnish, and you should not rely on, any oral or written information concerning the actual or potential sales, costs, income or profits of a ROBEKS® store. Company has not suggested, and it certainly cannot guarantee, that you will succeed in the operation of your store, because the most important factors in the success of any ROBEKS® store, including the one to be operated by you, are your personal business, marketing, management, judgment and other skills and your willingness to work hard and follow the System. Actual results vary from store to store, area to area, and market to market. Company cannot estimate or project the results for any particular ROBEKS® store, upon your

ITEM 20

LIST OF STORES

ROBEKS STORES STATUS SUMMARY

FRANCHISE LOCATIONS

FOR YEARS 2005/2004/2003 (1)

STATE

TRANSFERS

CLOSED OR TERMINATED

NOT RENEWED

REACQUntED BY COMPANY

LEFT THE ROBEKS SYSTEM OTHER

TOTAL

FROM

LEFT

COLUMNS

FRANCHISES

OPERATING

AT END OF

FISCAL

YEAR

Arizona

2/0/0

1/0/0

0/0/0

3/0/0

6/6/2

California

8/4/3

4/1/0

0/0/0

12/5/3

52 / 45 / 36

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STATE	TRANSFERS	CLOSED OR TERMINATED	NOT RENEWED	REACQUIRED BY COMPANY	LEFT THE ROBEKS SYSTEM OTHER	TOTAL FROM LEFT COLUMNS	FRANCHISES OPERATING AT END OF FISCAL YEAR
Colorado	0/0/0	1/0/0	0/0/0	0/0/0	0/0/0	1/0/0	0/1/0
Connecticut	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
Florida	0/1/0	0/0/0	0/0/0	0/0/0	0/0/0	0/1/0	1/1/0
Georgia	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/0/0
Hawaii	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	1/1/0
Kansas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0
Minnesota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
New Mexico	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
New Jersey	0/0/0	0/1/0	0/0/0	0/0/0	0/0/0	0/1/0	0/0/0
New York	0/0/0	1/0/0	0/0/0	0/0/0	0/0/0	1/0/0	2/2/0
Ohio (2)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/2/2
Texas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
Washington	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0
Washington, D.C.	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	5/1/0
TOTAL	11/5/3	7/2/0	0/0/0	0/0/0	0/0/0	18/7/3	77/63/40 ----------------1*

(1)

All numbers are as of our December year end.

REGIONAL DIRECTOR STATUS SUMMARY FOR YEARS 2005/2004/2003 (1)

STATE	TRANSFERS	CANCELLED OR TERMINATED	NOT RENEWED	REACQUIRED BY COMPANY	LEFT THE ROBEKS SYSTEM OTHER	TOTAL FROM LEFT COLUMNS	FRANCHISES OPERATING AT END OF FISCAL YEAR
Arizona	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
California (1)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	10/8/6
Colorado	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Connecticut (2)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Florida	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	2/2/2
Georgia (3)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/2/1
Hawaii	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Illinois (4)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0

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1 STATE	TRANSFERS	CANCELLED OR TERMINATED	NOT RENEWED	REACQUIRED BY COMPANY	LEFT THE ROBEKS SYSTEM OTHER	TOTAL FROM LEFT COLUMNS	FRANCHISES OPERATING AT END OF FISCAL YEAR
Kansas (5)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Massachusetts (6)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/0
Minnesota (7)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
New Jersey	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	1/1/2
New Mexico	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
New York	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	2/2/1
Ohio	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	2/2/2
Texas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Washington State	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
Washington D.C. (8)	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/1/1
TOTAL	3/0/0	0/0/0	0/0/0	0/0/0	0/0/0	3/0/0	31/29/24

(1) California is represented by seven Regional Directors, one of whom has territories in Nevada.

(2) Connecticut is represented by one Regional Director, who also has territories in New York.

(3) Georgia is represented by two Regional Directors. One of these Regional Directors also has territories in Florida and South Carolina

(4) Illinois is represented by one Regional Director, who also has territories in Indiana.

(5) Kansas is represented by one Regional Director, who also has territories in Missouri.

(6) Massachusetts is represented by one Regional Director, who also has territories in Maine and New Hampshire.

(7) Minnesota is represented by one Regional Director, who also has territories in Wisconsin.

(8) Washington D.C. is represented by one Regional Director, who also has territories in Delaware, Maryland, Virginia and West Virginia.

STATUS OF RETAIL AFFILIATE-OWNED ROBEKS STORES FOR YEARS 2005/2004/2003 (1)

STATE

ROBEKS STORES CLOSED DURING FISCAL YEAR

ROBEKS STORES OPENED DURING FISCAL YEAR

TOTAL ROBEKS STORES

OPERATING

AT FISCAL YEAR END

California

0/0/1

0/0/0

0/2/3

TOTAL

0/0/1

0/0/0

0/2/3

(1) All numbers are as of our December year end.

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PROJECTED OPENINGS AS OF DECEMBER 25,2005

STATE	PROJECTED NEW REGIONAL DIRECTOR MARKETING AGREEMENTS	NEW FRANCHISE AGREEMENTS SIGNED BUT ROBEKS STORE NOT OPENED	PROJECTED NEW FRANCHISED ROBEKS STORE OPENINGS	PROJECTED OPENINGS OF NEW COMPANY OR AFFILIATE-OWNED ROBEKS STORES
Arizona	0	3	1	0
California	0	28	15	0
Colorado	0	0	0	0
Connecticut	0	2	0	0
Florida	0	2	1	0
Georgia	0	1	1	0
Hawaii	0	1	1	0
Illinois	0	1	1	0
Kansas	0	0	0	0
Maryland	0	1	1	0
Massachusetts	0	1	1	0
Minnesota	0	0	0	0
Missouri	0	1	0	0
Nevada		0	0	0
New Jersey	0	1	1	0
New Mexico	0	0	1	0
New York	0	2	0	0
North Carolina	0	0	0	0
Ohio	0	1	2	0
Oregon	0	0	0	0
Pennsylvania	0	0	0	0
Texas	0	0	0	0
Virginia	0	4	4	0
Washington State	0	0	1	0
Washington D.C.	0	1	1	0
TOTAL	0	50	32	0

Included in this Offering Circular as Exhibit J is a list of all operational ROBEKS® Store franchisees, Robeks® Regional Director franchisees and company or affiliate-owned locations as of December 25, 2005.

A list of the names, last known addresses and telephone numbers of every franchisee who has had a franchise terminated, canceled or not renewed, or voluntarily or involuntarily ceased to do business under the franchise agreement through a transfer or otherwise during the most recently completed fiscal year

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(December 27, 2004, to December 25, 2005), is attached as Exhibit J. No storeowner has failed to communicate with us within the ten weeks of the date of this Offering Circular.

ITEM 21

FINANCIAL STATEMENTS

Attached as Exhibit I are (i) audited financial statements for our fiscal years ending December 28, 2003, December 26, 2004, and December 25 2005, together with the report of independent auditors.

As noted in paragraph 4 of the independent auditors' report and note 6 to our 2005 audited financial statements (restated), certain errors resulting in an understatement of current assets and stockholder's equity and an overstatement of current liabilities and net loss were discovered by our management subsequent to year end. The adjustments have been made to the restated 2005 audited financial statements attached as Exhibit I.

ITEM 22

CONTRACTS

The contracts we use in this state are exhibits to this Offering Circular as follows:

EXHIBIT B - Franchise Agreement

EXHIBIT C - Regional Director Marketing Agreement

EXHIBIT D - Lease Addendum

EXHIBIT E - General Release

EXHIBIT F - Personal Guaranty

EXHIBIT G - Confidentiality, Non-Disclosure and Non-Competition Agreement

ITEM 23

RECEIPT

The last two pages of this Offering Circular (Exhibit M) are detachable documents acknowledging your receipt of this Offering Circular. You must sign one copy and give it to us. The other copy is for your records.

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RECEIPT

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS OFFERING CIRCULAR AND ALL AGREEMENTS CAREFULLY.

IF ROBEKS® FRANCHISE CORPORATION OFFERS YOU A FRANCHISE, ROBEKS FRANCHISE CORPORATION MUST PROVIDE THIS OFFERING CIRCULAR TO YOU BY THE EARLIEST OF:

(1) THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

(2) TEN BUSINESS DAYS BEFORE THE SIGNING OF A BINDING AGREEMENT; OR

(3) TEN BUSINESS DAYS BEFORE A PAYMENT TO ROBEKS FRANCHISE CORPORATION.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN A FRANCHISE AGREEMENT.

IF ROBEKS FRANCHISE CORPORATION DOES NOT DELIVER THIS OFFERING CIRCULAR ON TIME OR IF IT CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON, D.C., 20580 AND TO THE APPLICABLE STATE AGENCY AT ANY OF THEIR OFFICES. SEE EXHIBIT A.

WE AUTHORIZE THE PERSONS OR ENTITIES LISTED ON EXHIBIT A TO RECEIVE SERVICE OF PROCESS FOR US.

I HAVE RECEIVED A 2006 ROBEKS UNIFORM FRANCHISE OFFERING CIRCULAR.

THIS OFFERING CIRCULAR INCLUDED THE FOLLOWING EXHIBITS:

A. Agent for Service of Process/Effective Dates

B. Franchise Agreement

C. Regional Director Marketing Agreement

D. Addendum to Lease

E. General Release

F. Personal Guaranty

G. Confidentiality, Non-Disclosure and Non-Competition Agreement H. State Addenda

I. Financial Statements

J. Robeks Store Lists

K. List of Robeks Regional Director Franchisees

L. List of Franchise Brokers/Lead Generator Sources

M. Receipt

DATE RECEIVED:______________________ SIGNED:______________________________________________,

Check one ______ Individually; or

______ As an officer, partner or member of______________________________________________,

type of entity:_______________________________________________________________

PRINT NAME: ____________________________________________ PHONE:

ADDRESS:

Prospective Franchisee's Copy

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RECEIPT

THIS OFFERING CIRCULAR SUMMARIZES CERTAIN PROVISIONS OF THE FRANCHISE AGREEMENT AND OTHER INFORMATION IN PLAIN LANGUAGE. READ THIS OFFERING CIRCULAR AND ALL AGREEMENTS CAREFULLY.

IF ROBEKS® FRANCHISE CORPORATION OFFERS YOU A FRANCHISE, ROBEKS FRANCHISE CORPORATION MUST PROVIDE THIS OFFERING CIRCULAR TO YOU BY THE EARLIEST OF:

(1) THE FIRST PERSONAL MEETING TO DISCUSS OUR FRANCHISE; OR

(2) TEN BUSINESS DAYS BEFORE THE SIGNING OF A BINDING AGREEMENT; OR

(3) TEN BUSINESS DAYS BEFORE A PAYMENT TO ROBEKS FRANCHISE CORPORATION.

YOU MUST ALSO RECEIVE A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN A FRANCHISE AGREEMENT.

WE AUTHORIZE THE PERSONS OR ENTITIES LISTED ON EXHIBIT A TO RECEIVE SERVICE OF PROCESS FOR US.

I HAVE RECEIVED A 2006 ROBEKS UNIFORM FRANCHISE OFFERING CIRCULAR.

THIS OFFERING CIRCULAR INCLUDED THE FOLLOWING EXHIBITS:

A. Agent for Service of Process/Effective Dates

B. Franchise Agreement

C. Regional Director Marketing Agreement

D. Addendum to Lease

E. General Release

F. Personal Guaranty

G. Confidentiality, Non-Disclosure and Non-Competition Agreement H. State Addenda

I. Financial Statements

J. Robeks Store Lists

K. List of Robeks Regional Director Franchisees

L. List of Franchise Brokers/Lead Generator Sources

M. Receipt

DATE RECEIVED:______________________ SIGNED:______________________________________________,

Check one ______ Individually; or

______ As an officer, partner or member of______________________________________________,

type of entity:_______________________________________________________________

PRINT NAME: ____________________________________________ PHONE:___________________________

ADDRESS:

Franchisor's Copy

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The Free Franchise Resource Center

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