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INFORMATION FOR PROSPECTIVE FRANCHISEES REQUIRED BY THE FEDERAL TRADE COMMISSION

TCBY Systems, LLC

2855 East Cottonwood Parkway

Suite 400

Salt Lake City, Utah 84121

(801)736-5600

www.tcby.com

Effective Date: See Exhibit 2

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

YOVANA UFOC - <+3>[M]/<0S>[M]


FRANCHISE OFFERING CIRCULAR FOR PROSPECTIVE FRANCHISEES

TCBY Systems, LLC

2855 East Cottonwood Parkway

Suite 400

Salt Lake City, Utah 84121

(801) 736-5600

www.tcby.com

www.mrsfieldsfranchise.com

The name of the franchisor is TCBY Systems, LLC. If you meet our qualifications and become a Yovana Store franchisee, you will have the right to operate a Yovana Store which will offer a variety of specially prepared food items, such as fresh yogurt, smoothies, drinkable yogurt blends and frozen yogurt treats, granolas, cereals, breads, pastries, premium coffee, espresso and teas, juices, and other products and beverages.

The standard initial franchise fee for a Yovana Store ranges from $10,000 to $40,000 depending upon whether you are a new franchisee, you are an existing qualified franchisee developing an additional store, or you are purchasing the assets of an existing store. If you are granted a multiple unit franchise under the Development Agreement, however, the initial franchise fee for each store you develop will be reduced by a portion of your Development Fee. If you are a Conversion Franchisee, you will typically pay a reduced initial fee ranging from $5,000 to $40,000. The estimated fees and amounts payable to us or our Affiliates before your store opens, including the initial franchise fee or transfer fee, is from $10,000 to $<4QrQQQr>[40.n00 if von are developing a new store, and 10.000 or 2.5% of the total Gross Revenues for the 12-month period before the transfer if vou purchase the assets of an existing store.1 The estimated initial investment required for a franchise for a single unit or your first store under the Development Agreement, including the initial franchise fee, ranges from $<227,500 to Sa4S-qQft->r22'vn0.» to &341 .MO if vnii are developing a new store, and 295.000 to 507.500 if von nnrehase the, assets of an existing store.] These sums do not include real estate lease costs. These sums are not your total investment in your franchise. In addition to this estimated initial investment, if you enter into a Development Agreement, you will also pay a one-time Development Fee of up to $10,000 or more for each store you are granted the right to develop under the Development Agreement. For a detailed explanation of your total investment, you should consult Items 5 through 7 of this Offering Circular.

Risk Factors:

THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT REQUIRE THAT ALL DISAGREEMENTS BE SETTLED BY ARBITRATION IN SALT LAKE CITY, UTAH. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT. IT MAY ALSO COST YOU MORE TO ARBITRATE WITH US IN UTAH THAN IN YOUR HOME STATE.

THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT STATE THAT UTAH LAW GOVERNS THE AGREEMENTS, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

ALTHOUGH THE FRANCHISE AGREEMENTS SET FORTH THE ARBITRATION AND GOVERNING LAW PROVISIONS DESCRIBED ABOVE AND FURTHER DISPUTE RESOLUTION PROVISIONS THAT WOULD ALLOW US TO SUE YOU IN UTAH UNDER CERTAIN CIRCUMSTANCES, LOCAL LAW MAY GOVERN THESE REQUIREMENTS IN YOUR STATE. PLEASE REFER TO ANY STATE-SPECIFIC ADDENDUM THAT MAY BE ATTACHED TO THE OFFERING CIRCULAR FOR DETAILS.

THE FINANCIAL STATEMENTS PROVIDED AT EXHIBIT 12 TO THIS OFFERING CIRCULAR ARE THOSE OF OUR PARENT, MRS. FIELDS FAMOUS BRANDS, LLC ("MFFB"). AS EXPLAINED IN NOTE 1 TO THE FINANCIAL STATEMENTS, THE FINANCIAL STATEMENTS ARE PRESENTED IN A "CARVE-OUT" FORMAT THAT ASSUMES THAT MFFB HAD EXISTED


AS A SEPARATE LEGAL ENTITY FOR ALL PERIODS PRESENTED, AND MAY NOT PROVIDE A COMPLETE PRESENTATION OF THE FINANCIAL POSITION OF MFFB HAD IT OPERATED AS AN INDEPENDENT STAND-ALONE ENTITY FOR ALL PERIODS PRESENTED. ALTHOUGH OUR FINANCIAL STATEMENTS ARE NOT INCLUDED IN THIS OFFERING CIRCULAR, MFFB HAS PROVIDED A GUARANTEE OF PERFORMANCE OF OUR OBLIGATIONS. PER THE AUDITED BALANCE SHEET DATED <JANTTARY 1 .>IPECEMBER 31.1 2005, MFFB HAD A NET WORTH DEFICIENCY OF <43.501.OOQ.>r81.762.000.]

THE FRANCHISEE WILL NOT BE GRANTED ANY EXCLUSIVE TERRITORY, UNDER THE FRANCHISE AGREEMENT.

UNDER THE FRANCHISE AGREEMENT, FRANCHISES ARE GRANTED FOR A SPECIFIC LOCATION AND ARE NOT EXCLUSIVE. IN ADDITION, UNDER THE FRANCHISE AGREEMENT, THE FRANCHISOR RETAINS THE RIGHT TO SELL AND GRANT OTHERS THE RIGHT TO SELL PRODUCTS AND SERVICES AND RETAINS THE RIGHT TO OWN, OPERATE AND GRANT OTHERS THE RIGHT TO OWN OR OPERATE STORES OR OTHER YOGURT, SMOOTHIE, TREAT OR SNACK FOOD BUSINESSES UNDER THE TRADEMARKS AND SERVICE MARKS ON ANY TERMS AND CONDITIONS AND AT ANY LOCATIONS WHICH IT DEEMS APPROPRIATE. THESE ACTIVITIES MAY COMPETE WITH YOU.

BY ENTERING INTO THE FRANCHISE AGREEMENT, YOU AGREE TO BE HELD RESPONSIBLE AND MAY BE HELD IN BREACH OF THE FRANCHISE AGREEMENT FOR ACTS OR FAILURES TO ACT OF THIRD PARTIES OVER WHOM YOU EXERCISE NO LEGAL CONTROL.

THERE MAY BE OTHER RISKS CONCERNING THESE FRANCHISES.

Information comparing franchisors is available. Call the state administrators listed on Exhibit 2 to this Offering Circular or your public library for sources of information.

Registration of these franchises by a state does not mean that the state recommends them 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 or the state administrator in your state.

Effective Date: See Exhibit 2


NOTICE REQUIRED

BY

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 which deprives a franchisee of rights and protections provided in this act. This shall not preclude a franchisee, after entering into a franchise agreement, from settling any and all claims.

(c)        A provision that permits a franchisor to terminate a franchise 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 which have no value to the franchisor and inventory, supplies, equipment, fixtures, and furnishings not reasonably required in the conduct of the franchise business are not subject to compensation. This subsection applies only if: (i) the term of the franchise is less than 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.

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


(g) A provision which permits a franchisor to refuse to permit a transfer of ownership of a franchise, except for good cause. This subdivision does not prevent a franchisor from exercising a right of first refusal to purchase the franchise. Good cause shall include, but is not limited to:

(i) The failure of the proposed transferee to meet the franchisor's then-current reasonable qualifications or standards.

(ii) The fact that the proposed transferee is a competitor of the franchisor or subfranchisor.

(iii) The unwillingness of the proposed transferee to agree in writing to comply with all lawful obligations.

(iv) The failure of the franchisee or proposed transferee to pay any sums owing to the franchisor or to cure any default in the franchise agreement existing at the time of the proposed transfer.

(h) A provision that requires the franchisee to resell to the franchisor items that are not uniquely identified with the franchisor. This subdivision does not prohibit a provision that grants to a franchisor a right of first refusal to purchase the assets of a franchise on the same terms and conditions as a bona fide third party willing and able to purchase those assets, nor does this subdivision prohibit a provision that grants the franchisor the right to acquire the assets of a franchise for the market or appraised value of such assets if the franchisee has breached the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in subdivision (c).

(i) A provision which permits the franchisor to directly or indirectly convey, assign, or otherwise transfer its obligations to fulfill contractual obligations to the franchisee unless provision has been made for providing the required contractual services.

The fact that there is a notice of this offering on file with the attorney general does not constitute approval, recommendation, or endorsement by the attorney general.

Any questions regarding this notice should be directed to the Department of Attorney General, State of Michigan, 670 Williams Building, P.O. Box 30213 Lansing, Michigan 48913,

telephone (517) 373-7117.

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


TABLE OF CONTENTS

Item

Page

ITEM I. ITEM 2. ITEM 3. ITEM 4. ITEM 5. ITEM 6. ITEM 7. ITEM 8. ITEM 9. ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. ITEM 15.

ITEM 16. ITEM 17. ITEM 18. ITEM 19. ITEM 20. ITEM 21. ITEM 22. ITEM 23.

THE FRANCHISOR, ITS PREDECESSORS, AND AFFILIATES

BUSINESS EXPERIENCE.................................................. ............._......_..............

LITIGATION..___............_............_..._..........................................................................

BANKRUPTCY........._..............................................._.............................................................................................................<W>[U]

INITIAL FRANCHISE FEE.................................................__................................................................................<W>[I1]

OTHER FEES.................._..................................... ................_......................................................................_____<«>[M1

INITIAL INVESTMENT................._............_...............................................................................................................<U>\2$\

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES...............................~.<36>B8]

FRANCHISEE'S OBLIGATIONS._................................................................................_........_...........______<29>[22]

. FINANCING........................................................................................................................................._..............................._<33>[2S

FRANCHISOR'S OBLIGATIONS....................................................................___.....__..............................<12>\M\

. TERRITORY___....... .................._..................................._..........._..............._._.__............................. ........................<40>[]

, TRADEMARKS............____......... ........................................................................................................................._..<43>[Z]

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION..............................._.<43>|M1

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS___................................__............._.._.............................................................._.<45>[5fl]

RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL.............._......................._.....<46>\21]

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION................. <47>[52]

PUBLIC FIGURES................_.........._.................................. ..............................._............................._.............__......<$6>M\

EARNINGS CLAIMS......_.__................____......___.........................................___...........................................<$>{$

LIST OF OUTLETS.___....................................................................__...................................................._.....................<?>[S

FINANCIAL STATEMENTS......................................................................................................................................<62>[fi]

CONTRACTS..........................................................................................................................................................<&>ffi\

RECEIPT..........._..........................................._................._.................................................................................................<&>W\

STATE-SPECIFIC ADDENDA - CALIFORNIA, NEW YORK AND WASHINGTON EXHIBITS

EXHIBIT 1             DEFINITIONS

EXHIBIT 2             STATE ADMINISTRATORS/AGENTS FOR SERVICE OF PROCESS

EXHIBIT 3             FRANCHISE AGREEMENT WITH ACKNOWLEDGEMENT ADDENDUM,

OWNERSHIP ADDENDUM, GUARANTY, APPENDIX A (AUTHORIZATION AGREEMENT FOR PREARRANGED PAYMENTS (DIRECT DEBITS)), STATE-SPECIFIC ADDENDA AND RIDERS - CALIFORNIA, NEW YORK AND WASHINGTON, AND RENEWAL ADDENDUM

EXHIBIT 4            MULTIPLE UNIT DEVELOPMENT AGREEMENT WITH OWNERSHIP AND

MANAGEMENT ADDENDUM, APPENDDC A - DEVELOPMENT AREA, APPENDIX B - DEVELOPMENT SCHEDULE, ACKNOWLEDGEMENT ADDENDUM, AND STATE-SPECIFIC ADDENDA AND RIDERS - CALIFORNIA, NEW YORK AND WASHINGTON

EXHIBIT 5             CONFIDENTIALITY AGREEMENT

EXHIBIT 6            ASSIGNMENT, ASSUMPTION AND CONSENT

EXHIBIT 7            TERM PRE-PURCHASE ADDENDUM

EXHIBIT 8             LEASE ADDENDUM

EXHIBIT 9            PURCHASE OPTION AGREEMENT AND ADDENDA

EXHIBIT 10           [ASSET PTTRCHASB AGREEMENT- STIM.EASE AGREEMENT!

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[FYHTBTT11         jOPERATIONS MANUALS TABLE OF CONTENTS

EXHIBIT <44>[i2] FRANCHISEE INFORMATION

<PARTA LIST OF YOVANA FRANCHISEES>

<PART B LISTS OF TCBY STORES >

<    (i) List of Traditional TCBY Stores Operated by Franchisees and List of TCBY

Stores Operated by MFOO

<    (3) List of Traditional TCBY Franohisooo Terminated, Canoelled, Not Renewed, or

that Have Ceased Doing Business and List of TCBY Stores Operated by MFOC that Have Closcd><->

<    (3) List of Traditional TCBY Franchises Transferred and List of TCBY Stores

Operated by MFOC Transferred to Franchisces> EXHIBIT <13>[Ji] FINANCIAL STATEMENTS

NOTICE

UNLESS OTHERWISE INDICATED, THE INFORMATION APPEARING IN THIS OFFERING CIRCULAR APPLIES TO YOVANA STORE FRANCHISES. UNLESS OTHERWISE INDICATED, THE TERMS OF ALL FRANCHISE OFFERS ARE THE SAME.


ITEM 1. THE FRANCHISOR, ITS PREDECESSORS, AND AFFILIATES

Description of the Franchisor and its Predecessors and Affiliates.

To simplify the language in this Offering Circular, "we", and similar words, refer to TCBY Systems, LLC, the franchisor. "MFFB" means our parent, Mrs. Fields Famous Brands, LLC; a Delaware limited liability company; "MFOC" means Mrs. Fields' Original Cookies, Inc., a Delaware corporation; "MFCI" means Mrs. Fields' Companies, Inc., a Delaware corporation; "MFF" means Mrs. Fields Franchising, LLC; "MFC-Canada" means Mrs. Fields Cookies (Canada) Ltd.; "MFC-Australia" means Mrs. Fields Cookies Australia; "GACCF" means Great American Cookie Company Franchising, LLC; "GAM" means Great American Manufacturing, LLC; "PTF" means Pretzel Time Franchising, LLC; "PMF" means Pretzelmaker Franchising, LLC; "Enterprises" means TCBY Enterprises, LLC; and "Juice Works" means Juice Works Development, Inc. "You", and similar words, means the person or persons, including a corporate or other legal entity, individually and collectively, buying a franchise from us; "Affiliate", as used in relation to us, means any person or entity that directly or indirectly owns or controls us, is directly or indirectly owned or controlled by us or is under common control with us, now or in the future.

We are a Delaware limited liability company organized on May 30, 2000. We were formed by TCBY Enterprises, Inc., a predecessor of Enterprises ("Predecessor Enterprises"), a Delaware limited liability company, shortly following a merger where Predecessor Enterprises became a wholly-owned subsidiary of TCBY Holding Company, Inc., a Delaware corporation ("Holding"). Holding, formerly a subsidiary of MFCI, was merged with and into Predecessor Enterprises in August 2003, and as a result, Predecessor Enterprises became a wholly-owned subsidiary of MFCI. In keeping with a business strategy of MFCI and its subsidiaries to consolidate franchise activities and separate them operationally from company store operations, on March 16, 2004, Predecessor Enterprises contributed all of the intellectual property used in< oonnootion with> the TCBY franchise system to us, then exchanged its ownership interests in us to MFOC for a number of shares of common stock of MFOC, and MFOC contributed us to MFFB, its newly-formed subsidiary. MFCI then converted Predecessor Enterprises into Enterprises. As part of the same series of transactions (collectively, the "Contributions"), MFOC and a number of its Affiliates, including Great American Cookie Company, Inc., a Delaware corporation ("GACC"), Pretzelmaker, Inc., a Utah corporation ("PMI"), and Pretzel Time, Inc., a Utah corporation ("PTI") contributed their franchising activities to MFFB and, ultimately, to newly-formed subsidiaries of MFFB, all as described in more detail below. As a result of the Contributions, the respective franchisor entities of the Mrs. Fields®, Great American Cookie Company®, Pretzelmaker®, Pretzel Time®<T>[_ and] TCBY®< and Yovana> franchise systems (collectively, the "MFFB Franchised Concepts") became wholly-owned subsidiaries of MFFB, Although we are the franchisor of the Yovana and TCBY franchise systems, MFFB employees perform the day-to-day operations of these franchise systems and provide services to you and other franchisees at our direction.

Our predecessor in interest is TCBY Systems, Inc., an Arkansas corporation and subsidiary of Predecessor Enterprises. TCBY Systems, Inc. ceased offering franchises of any kind as of June 1, 2000, when it was merged into TCBM Co., a Delaware corporation, which then merged into the us. On June 1, 2000, we and Holding entered into a management agreement with MFOC. Under the management agreement, MFOC managed and operated us on a day-to-day basis in exchange for a management fee. As part of the Contributions, the management agreement was terminated when we became a wholly-owned subsidiary of MFFB, who now manages our day-to-day operations, as described above. We <havo onterod>rmav enterl into a <Gi>\Yovana] franchise agreement with <MFOC, who operates>rMFFB or an Affiliate tn develop and operate] certain <TCBY Stores that arc oo branded with nno nf tho nthorMFFB Franchir.od Conop.ptr., >rVovana Stores.]

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We do business as "TCBY Systems, LLC." We offer and sell franchises for Yovana Stores and TCBY Stores (as <further >described below). We or our Affiliates also contract or may contract with foodservice operators for retailing opportunities and the sale of Yovana Products and/or TCBY products in convenience stores, sports arenas and stadiums, department stores, airports, toll road travel plazas, hospitals, office buildings, production facilities, schools, and other nontraditional venues for Yovana brand yogurt, TCBY brand soft-serve frozen desserts and other food and drinks. We also sell or may sell refrigerated, frozen novelty, and hard-pack Yovana and/or TCBY brand yogurt to various distributors throughout the United States for resale primarily to grocery stores.

We have a number of Affiliates that offer franchises or provide products or services to you and other franchisees.

MFF is a Delaware limited liability company formed by MFFB on February 4, 2004 to act as the franchisor of the Mrs. Fields franchise system. As part of the Contributions, MFOC contributed all of its franchise-related assets, including its Mrs. Fields trademarks and all other existing Mrs. Fields franchise agreements, to MFFB. Immediately after, MFFB contributed these other franchise-related assets to MFF or other of its subsidiaries. At the same time, MFF entered into a franchise agreement with MFOC to license it to continue to operate Mrs. Fields Cookie stores. In addition, as part of the Contributions, all franchise-related assets of MFC-Canada, if any, were transferred to MFF. MFC-Canada is an Ontario corporation incorporated on May 24, 1984, and a wholly owned subsidiary of MFOC. As a result of the Contributions, MFF is now the franchisor of the Mrs. Fields franchise system, and MFOC operates all company-owned Mrs. Fields Cookie stores. While MFOC will continue in the near term to operate all [remainjjpfl Icompanv-owned Mrs. Fields Cookie stores and the company-owned stores of a number of its <nuhniriioriQn>[affilifljflj]. MFOC also will continue its ongoing strategic review of company-owned store performance, with identified stores<, whioh may include a TCBY Store as part of a oo branded operation, and other stores and facilitios> being sold to new or existing franchisees or closed. Accordingly, MFOC anticipates a reduction in its total number of company-owned retail stores over time with a corresponding reduction in its involvement in related company-store operations. Although MFF is the franchisor of the Mrs. Fields franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to MFF's franchisees. <Prior to>[Before] the Contributions, MFOC and its predecessors operated the Mrs. Fields franchise system in the United States, and MFOC and/or MFC-Canada and its predecessors operated the Mrs. Fields franchise system in Canada. MFC-Canada no longer acts as the franchisor of the Mrs. Fields franchise system in Canada.

GACCF is a Delaware limited liability company formed by MFFB to act as the franchisor of the Great American Cookie Company franchise system, and GAM is a Delaware limited liability formed by MFFB to own and operate a batter facility that produces certain products for GACCF franchisees. As part of the Contributions, GACC contributed all of its franchise-related assets, including all existing franchise agreements, the Marks, and the batter facility to MFFB. Immediately after, MFFB contributed the franchise agreements, Marks and related assets to us and the batter facility and related assets to GAM. Also as part of the Contributions, GACCF entered into a franchise agreement with MFOC to license it to continue to operate company-owned Great American Cookie Company stores. Although GACCF is the franchisor of the Great American Cookie Company franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to GACCF's franchisees. <Frior to>[Bfttr] the Contributions, GACC and its predecessors operated the Great American Cookie Company franchise system and the batter facility.

PTF is a Delaware limited liability company formed by MFFB on February 4, 2004 to act as the franchisor of the Pretzel Time franchise system. As part of the Contributions, PTI contributed all of its franchise-related assets, including all existing franchise agreements, area development agreements and Pretzel Time Trademarks, to MFFB. Immediately after, MFFB contributed these assets to PTF. Also as

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part of the Contributions, PTF entered into a franchise agreement with MFOC to license it to continue to operate its company-owned Pretzel Time stores. As a result of the Contributions, PTF is now the franchisor of the Pretzel Time franchise system and a party to the existing area development agreements, and MFOC operates all of its company-owned Pretzel Time stores. Although PTF is the franchisor of the Pretzel Time franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to PTF's franchisees. <Prior to>|"Beforel the Contributions, PTI and its predecessors operated the Pretzel Time franchise system.

PMF is a Delaware limited liability company formed by MFFB on February 4, 2004 to act as the franchisor of the Pretzelmaker franchise system. As part of the Contributions, PMI contributed all of its franchise-related assets, including all existing franchise agreements and Pretzelmaker Trademarks, to MFFB. Immediately after, MFFB contributed these assets to PMF. Also as part of the Contributions, PMF entered into a franchise agreement with MFOC to license it to continue to operate its company-owned Pretzelmaker stores. In addition, as part of the Contributions, all franchise-related assets of Pretzelmaker-Canada, if any, were transferred to PMF. Pretzelmaker-Canada is an Ontario corporation incorporated on September 26, 1996, and a wholly owned subsidiary of PMI. As a result of the Contributions, PMF is now the franchisor of me Pretzelmaker franchise system, and MFOC <opGrater,>[nperated] all its company-owned Pretzelmaker stores<r>[ until the last one was franchised in June 2005.1 Although PMF is the franchisor of the Pretzelmaker franchise system, MFFB employees perform the day-to-day operations of the franchise system and provide services to PMF's franchisees. <Prinr to>fBeforel the Contributions, PMI and its predecessors operated the Pretzelmaker franchise system in the United States, and PTI and/or Pretzelmaker-Canada and its predecessors operated the Pretzelmaker franchise system in Canada. Pretzelmaker-Canada no longer acts as the franchisor of the Pretzelmaker franchise system in Canada.

All of our Affiliates described above are separate entities and, except as described in Item 21 of this Offering Circular, are not liable to you for any actions taken or obligations incurred by us. We and each of the Affiliates described above have a principal address of 2855 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, and our registered agent for service of process at that address is Michael Ward. Please see Exhibit 2 to this Offering Circular for a list of our registered agents for service of process in various other states.

Description of the Franchises Offered.

Single Unit Franchises. We offer to individuals and entities who meet our qualifications single unit franchises (the "Franchises") for Yovana Stores offering various Yovana Products in accordance with the terms of our Yovana franchise agreement (the "Yovana Franchise Agreement" or "Franchise Agreement"). A copy of the Franchise Agreement is attached to this Offering Circular as Exhibit 3. If you enter into a Yovana Franchise Agreement, you will be authorized to use the Yovana System under which Yovana Stores operate. If you do business as an Entity, each of your Entity Owners must guarantee your obligations under the Franchise Agreement by signing the Guaranty attached to the Franchise Agreement, a copy of which is included in Exhibit 3 to this Offering Circular.

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Multiple Unit Franchises. In addition to the single unit franchises described above, we also offer multiple unit franchises to individuals and entities who meet our qualifications. Qualifications for multiple unit franchises may differ significantly from those qualifications we require for single unit franchises. The Yovana multiple unit franchise allows you to establish and operate for its own account a specific number of Yovana Stores at authorized locations within a specific geographic area or areas (the "Development Area") pursuant to separate Franchise Agreements for each Yovana Store. If you are granted a multiple unit franchise (the "multiple unit franchisee"), you must sign a Yovana multiple unit development agreement, a copy of which is included in this Offering Circular as Exhibit 4 (the "Development Agreement"). As <furthor >described in Item 12, during the term of the Development Agreement, we will not establish or license any third party to establish a Yovana Store at any location within your or other franchisees' multiple unit Development Area.

Conversion Program. We offer a program (the "Conversion Program") to qualifying Traditional TCBY franchisees (described below) in locations that meet our criteria to allow them to convert their existing Traditional TCBY Stores to Yovana Stores through remodeling or replacement. You and other franchisees who participate in the Conversion Program (referred to sometimes in this Offering Circular as "Conversion Franchisees") will sign a new Yovana Franchise Agreement. Whether an existing Traditional TCBY Store qualifies for the Conversion Program depends on a number of factors including: the location, type of facility, age and condition of the facility, type of franchise agreement governing the facility, franchisee economics, and the franchisee's operation and compliance history. Existing Traditional TCBY Stores that convert to the Yovana concept are referred to sometimes in this Offering Circular as "Conversions."

The Market.

The market for a Yovana Store's business is the general public. fYovana proprietary products include our fresh Yovana vogurt and TCBY frozen yogurt. All Yovana vogurt and TCBY frozen yogurt varieties contain inactive cultures which have been associated with various health benefits. Because of these attributes, we believe that our products attract a health-conscious consumer who makes choices consistent with a healthy lifestyle emphasizing diet and nutrition. At the same time. the premium quality and great taste of fresh Yovana vogurt and TCBY brand frozen vogurt and other products attract customers who are simply looking for a satisfying treat.]

[         ]If you open a Yovana Store, your competition may include other specialty retail yogurt and frozen

yogurt stores (including TCBY Stores), smoothie stores, soft-serve frozen dessert stores affiliated with smaller chains, ice cream parlors or stores affiliated with national chains (which may be larger than us or the Yovana System), or independently operated dessert or treat stores. Also, Yovana Stores compete with fast-service and full-service restaurants, including coffee shops, smoothie outlets and other food or drink establishments which offer products or experiences that may be similar to Yovana Products or ambience. Some of these competitors have greater financial resources than us or are better known than Yovana Stores. In addition, you will compete with stores primarily selling dessert and snack items such as cookies, baked goods, coffee and coffee-based drinks. Some of these competitive stores are or may be owned, managed, franchised or licensed by us or our Affiliates. You will also have to compete with other Yovana Retail Outlets and TCBY outlets selling various Yovana Products, TCBY products and other products and services under the Yovana Marks, TCBY trademarks or other trademarks or service marks. <Furthcr>[Tn addition], you will have to compete with other individuals and entities in the search for suitable store locations, managers, and employees. In some markets, sales of frozen yogurt may be seasonal, tending to increase in warmer months and decrease in cooler months. We may modify the menu periodically, however, to help manage the seasonality of frozen yogurt.

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Some states may require you to obtain restaurant, business, occupational, food products, and miscellaneous licenses. Some states also have laws regarding who may secure certain of these licenses. You may also have to obtain health licenses and to comply with health laws and regulations that apply to restaurant and food product sales establishments. We urge you to make inquiries about these laws and regulations.

The Business of the Franchisor, its Predecessors, and Affiliates.

During the last quarter of 2005, we intend to begin offering franchises for the operation of Yovana Stores, in certain limited markets, to franchisees who successfully complete our application process and qualify to purchase a franchise. These franchises may be for new Yovana Stores or Conversions.

Since July 2005, we have been testing the Yovana concept with an existing Traditional TCBY Store franchisee ("Test Franchisee") in Gilbert, Arizona. The Test Franchisee signed a Yovana Test Addendum to its existing TCBY Franchise Agreement and, with financial and other assistance from us, constructed a new Yovana Store ("Test Store") close to its existing Traditional TCBY Store, which has closed. The Test Franchisee has the right (subject to certain early termination rights) to operate the Test Store for a test period of 18 months. If at the end of the test period, the test for the Test Store is deemed satisfactory, the Test Franchisee will purchase the location from us and sign our then current Yovana Franchise Agreement. If at the end of the test period, however, the test for the Test Store is deemed unsatisfactory, we may either terminate the Test Franchisee's TCBY Franchise Agreement (including the Yovana Test Addendum) upon certain payments to the Test Franchisee and possibly close the location, or convert the location to a Traditional TCBY Store and give the Test Franchisee the option of purchasing the location from us. As of the date of this Offering Circular, we do not anticipate entering into additional Yovana Test Addenda with any existing Traditional TCBY Store franchisees.

In addition to Yovana franchises, since July 2000, we have been in the business of granting licenses and franchises for the operation of TCBY Stores. As< fiirthor> described above, we acquired a substantial portion of this business from Predecessor Enterprises and from TCBY Systems, Inc.

Predecessor Enterprises owned and operated TCBY Stores from October, 1981 until December 1, 1986, when it transferred its stores to TCBY Systems, Inc. The principal address of TCBY Systems, Inc. was 425 West Capitol Avenue, Little Rock, Arkansas 72201. TCBY Systems, Inc. offered franchises for TCBY Stores from June, 1982 until June 1, 2000. <Cwmmtf*>rAs of the date of this Offering kUlar.3, we do not operate TCBY Stores, <atthaMgh>rTest Stores or Yovana Stores, although we mav enter into a Yovana franchise agreement with MFFB or an Affiliate to develop and operate certain Yovana Stores. In addition.] we may periodically own and maintain equipment located at various convenience stores and other retailers where TCBY products are sold. Except for <the>ffranchises for TCBY Stores. Test Stores andl Yovana <franchisc>[glflrj&], we have never offered franchises for any other type of business. Neither Enterprises nor Predecessor Enterprises has offered franchises for TCBY Stores<-er>[f Test Stores or Yovana Stores, nor] offered franchises for any other type of business.

TCBY Stores operate under some of the same Marks, including TCBY®, and sell some of the same TCBY products that you will use in and sell from your Yovana Store. These TCBY Stores may compete with you. <Currentlv. there aro>[Historically. TCBY has offered 1 2 types of franchised TCBY Stores: "Traditional TCBY Stores" and "Other Concepts TCBY Stores." A Traditional TCBY Store typically has 800 to 1,600 square feet, seats 10 to 34 customers and caters to both carry-out and eat-in business. In some instances, however, a Traditional TCBY Store may be smaller, having no more than 800 square feet, because it operates as part of a food court or other shared dining opportunity, or serves small urban or even rural communities. Other <Conecpt>rConcepts] TCBY Stores involve co-branding

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arrangements and are sometimes referred.to by us as non-traditional TCBY Stores. An Other Concepts TCBY Store is located at or within premises operated under trade names or trademarks belonging to another concept, which may include another concept owned and franchised by us or our Affiliates. A franchisee of an Other Concepts TCBY Store typically offers and sells a basic menu of core TCBY products, such as cones, cups and sundaes, but generally will not sell an extended menu, such as cakes or pies. See table below in this Item 1 for more information regarding franchised and company-owned TCBY Stores.

fTCBY is in the process of developing and testing in certain markets and locations it identifies a reconcepting program (the "Reconcepting Test"^ for Traditional TCBY Stores. Accordingly, while TCBY will continue to offer franchises for Other Concents Stores during and after the Reconcepting Test. TCBY does not, as of the date of this Offering Circular, intend to offer franchises for anv new Traditional TCBY Stores during the Recnncenting Test. Instead. during the Reconcepting Test. TCBY will allow some existing, franchised Traditional TCBY Stores in certain markets and locations it identifies to participate in the Reconcepting Test. TCBY mav also grant single and/or multiple unit franchises for new stores in certain markets and locations it identifies that will participate in the Reconcepting Test. Existing, franchised Traditional TCBY Stores and new franchised stores that participate in the Recnncenting Test are collectively referred to in this Offering Circular as "Reconcepting Stores.*' Reconcepting Stores will operate under and use newlv-develnped trade dress, trademarks, trade names and service marks TCBY owns and/or registers, which mav include the Berivo trademark (the "New Marks"! as well as certain existing TCBY trademarks, and will sell certain new proprietary, premium quality smoothies. frozen vognrt products and menu items containing such products (the "Test Products"! together with some of the menu items TCBY has already approved for sale from TCBY Stores.1

rif TCBY determines that the Reconcepting Test has heen a success and has resulted in the develonment of a "Store of the Future" program. TCBY will require all Reconcepting Stores to operate as TCBY Stores of the Future. In addition, in the event of a successful Reconcepting Test. TCBY will no longer offer Traditional TCBY Store franchises, but will instead focus on the conversion and development of TCBY "Stores of the Future" operated in accordance with the "Store of the Future" program. In contrast, if TCBY determines that the Recnncenting Test has not heen a success, the Reconcepting Stores will he required to purchase and install new signage. point of purchase materials and other branded elements necessary to make the Reconcepting Stores' branding consistent with other Traditional TCBY Stores operated hv TCBY franchisees in accordance with it then-current standards. TCBY will reimburse Reconcepting Store franchisees for certain costs arising from this change in branded elements. Further, in the event of an unsuccessful Recnncenting Test. TCBY mav once again continue offering franchises for Traditional TCRY Stores!

<Despite the- development of the Yovana concept and System, we will continue to offer TCBY Store franehiseo, and support all TCBY Stores and the TCBY system.>Hn addition, lexisting Traditional TCBY Store franchisees^ however,> may have the opportunity to convert their existing TCBY Stores to Yovana Stores through remodeling or replacement, as part of our Conversion Program described above. Our current approach is to permit Conversion Franchisees to use the Yovana name and Marks only after they have completed the conversion their Traditional TCBY Store to the Yovana building design and received our approval.

We or one of our Affiliates may establish a new business or franchise system or acquire an existing business or franchise system (which may be one of your competitors) operating under trademarks, service marks and trade names other than the Marks. We may require or allow locations in

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these acquired businesses or franchise systems to convert to Yovana Stores operating under the Marks. The new or existing business or franchise system may compete with you.

We or one of our Affiliates may enter into co-branding arrangements with other snack-food companies. In those cases, we or our Affiliates may or may not allow you to offer the co-branded products from your Store, depending on <these->factors <as>[l^g] the terms of the co-branding arrangement, the terms of your Franchise Agreement, applicable geographic restrictions and our and our Affiliates' other rights and obligations. These co-branding arrangements may compete with you.

We or one of our Affiliates has entered or may enter into transactions on substantially different terms and conditions for development of Yovana locations or TCBY locations different in their character from those at which you would operate a Yovana Store. These different locations may include (a) locations in countries other than the United States of America, (b) certain airport, toll road plaza, and other unique locations not realistically available to you and which in certain cases are operated under a joint venture agreement between us and either Sodexho Marriott, Inc., or <Hest>[flMS] Marriott, Inc. (or their affiliates or successors), (c) certain sports arena or stadium locations controlled by the operator of the facilities, (d) certain theme park locations controlled by the operator or owner of the facilities, and (e) certain private sector food service locations (such as large plants and offices) controlled by an operator or owner. The principal difference between many of these locations and the franchise described in this Offering Circular is the "captive" nature of the location at which those franchises operate (as opposed to being open to the general public; for example, an airport location tends to serve only people who are physically at that airport for reasons other than the purchase of Yovana yogurt <or TCBY frozen yogurt >and other store products); recognizing the uniqueness of those locations, their generally high costs of occupancy, and their inherent marketing value, we may waive the requirement for participation in local or national marketing programs, may waive or reduce the initial franchise fee, and, sometimes, may assist in the purchase of equipment for use at those locations. In some instances, we may grant licenses to sell Yovana products from various locations such as convenience stores and other retail food venues, but may own the equipment used at these locations. All of these locations may compete with you.

Juice Works, an Arkansas corporation and rone of ]our <suhnidiarv>|suhs,jfljaries]. began franchising "Juice Works" stores in October of 1996 and ceased franchising in February of 1998. From February, 1998 to December, 2002, we or TCBY Systems, Inc. offered a Juice Works addendum to TCBY franchisees who wished to sell Juice Works products. We no longer offer this program.

For more than 20 years, we or our predecessors in interest and other of our Affiliates have offered international master franchise agreements, franchise agreements and other types of licensing agreements for some of the MFFB Franchised Concepts in foreign countries. As of <Januarv l.>[Decemher 31.] 2005, there were no Yovana locations in foreign countries, <2Q&>[186] TCBY locations in <20>[171 foreign countries, one Great American Cookie Company location in one foreign country, <$2>[2] Mrs. Fields locations in <+#>[JJJ foreign countries, 7 Pretzel Time locations in <>[] foreign countries, and <40>[42] Pretzelmaker locations in 2 foreign countries. Going forward, we and some of our Affiliates may offer international master franchise agreements, franchise agreements and other types of licensing agreements in foreign countries for our and their respective MFFB Franchised Concept. Licenses and franchises for Yovana Stores in other countries may be under different terms and conditions than are described in this Offering Circular.

MFF or its predecessors in interest, including MFOC, have been in the business of granting licenses and franchises for the operation of Mrs. Fields Cookie stores to franchisees or licensees since 1977 and MFF continues to offer them. In addition, MFOC offered "Hot Sam Pretzel and Bakery Store" licenses and franchises between September 1996 and November 1997 (but no longer does so). PTF or its

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predecessors in interest, including PTI, have sold Pretzel Time franchises since 1992 and PTF continues to offer them. GACCF or its predecessors in interest, including GACC, have sold Great American Cookie Company franchises since 1977 and GACCF continues to offer them. PMF or its predecessors in interest have sold Pretzelmaker franchises since 1992 and PMF continues to offer them. The table below indicates the number of franchises sold by us and our respective Affiliates or their predecessors in interest which were in operation as of <raminrv 1 >rDecember 31.1 2005. All of these locations may compete with you. While the current franchisors/licensors of each concept are listed in the table below, as <further >described above in this Item 1, these entities (other than us) did not actually become the franchisors/licensors of their respective concepts until the Contributions in March 2004. Except as described in the table below or elsewhere in this Item 1, as of <Jnmmry 1 >[Decemher 31.] 2005, neither we nor our Affiliates have offered franchises in any other lines of business. In addition, except for the company-owned stores operated by MFOC pursuant to franchise agreements with us and our Affiliates, as of <Januarv l.>[December 31.1 2005, neither we nor our Affiliates operate any company-owned stores for the concepts listed in the table below.

Franchisor/ Licensor

Concept

Number of Franchises(l)

Number of Company-Owned Stores Operated by MFOC(2)

Us

Yovana

<0>UL](3)

0

Us

TCBY

<4os>rmi(4)

<u>\m

Traditional TCBY Stores

<469>r4221

0

Non-traditional TCBY Stores

<6^?>[548]

<u>w

MFF

Mrs. Fields <Cookies>rCookie ](and Mrs. Fields Bakery Cookie Cafes)

<^0>[221]

<U>\\

GACCF

Great American Cookie Company

<259>[a2S]

<n>\$\

<MFF>

<©>

<3>

PTF

Pretzel Time

<4«8>ri351

<3*>rifti

PMF

Pretzelmaker

<±u>\m\

o>rai

<fcffF>

<0>

<44>

>

(1)        This column lists the number of franchises open and operating as of <Januarv l>rDecember 21*] 2005, excluding those stores operated by MFOC (which are disclosed in the next column). These numbers include combo units so that the same location may be included in the total for more than one concept.

(2)        This column lists the number of stores operated by MFOC as of <January l.>[Decemher 31.1 2005. While MFOC operates these stores pursuant to separate franchise agreements with <ttSr MGACCF>[ACE], PTF<, PMF> and <TGB>rMFF1. we refer to them as "company-owned" rather than "franchised" in certain sections of this Offering Circular because MFOC is an affiliate of each of these franchisors.

(3)         <Whilo there wore no Yovana franchises open and operating ao of January 1, 2005, as frtfthef>[A^] described above, the Test Store opened in July 2005.

(4)         While there are no longer any Juice Works Stores, as of <Tanuarv l.MDecemher 31.] 2005, there were <?>[10] Juice Works units operated< in conjunotion> with franchised TCBY Stores.

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ITEM 2. BUSINESS EXPERIENCE

The following list discloses our managers and principal officers who will have management responsibility relating to the franchises offered under this Offering Circular, and the principal occupation of each of them during the preceding 5 years. Individuals who are our officers or managers may hold the same or equivalent positions with MFFB and other of our Affiliates.

President Chief Executive Officer and Manager: Stephen Russo

Mr. Russo has been our President and Chief Executive Officer, and one of our Managers since May 2003. He also has held the same or equivalent positions with a number of our Affiliates since the later of their formation or May 2003. From July 1997 to April 2003, Mr. Russo was Director, Retail Operations Officer for Allied Domecq, QSR in Randolph, Massachusetts. From January 1978 to June 1997, he served in various capacities for Dunkin' Donuts in Randolph, Massachusetts.

Executive Vice President, <General Counse1>]Chief Legal Officer], Secretary and Manager: Michael R. Ward

Mr. Ward has been our Executive Vice President^ General Counsel> and[ Chief Legal Officer since February 2006. and our] Secretary<?> and one of our Managers since <foee>fMarch] 2004. From fJune 2004 to January 2006. he was our Executive Vice President and General Counsel. From

]March 2004 to June 2004, <he>rMr. Wardl was our Senior Vice President<T>LanjiJ General Counsel<r Scorotary and one of our Managero>. He also has held the same or equivalent positions with a number of our Affiliates since <the later nf their formation or September 1 Q97.>[]VTav 2000.] Mr. Ward served as Vice President of Administration and Legal Department of a number of our Affiliates from September 1996 to May 2000. From 1991 to 1996, his responsibilities were overseeing the Legal Department and the Human Resources Department for MFI. Mr. Ward is admitted to practice law in the State of Utah.

<Intcrim Chief Accounting Officer and Interim Treasurer: Mark C. MoBrido>

<Mr. MoBrido has been our Interim Chief Aooounting Officer and Interim Treasurer since May 2005, and will continue to serve in this capacity until wo appoint a Chief Finanoial Officer and Treaourer. Prior to joining us in August 2002, as our Vioo President and Corporate Controller, he oorved as Chief Finanoial Officer of Ovid Technologies, Ino. in Salt Lake City, Utah. From September 1996, to April 2001, Mr. McBride was the Vice President, Corporate Controller and Corporate Secretary of Evans & Sutherland Computer Corporation in Salt Lake City, Utah. >

Executive Vice President <ef>[and Chief] Operations <andDovolopmeftC>]Officer]: Para Deibakhsh

Mr. Dejbakhsh has been our Executive Vice President land Chief Operations Officer since February 2006. and was our Executive Vice President ]of Operations and Development <swe«>[fOjri] June <3QQ4,>r2004 tn January 2006.1 From March 2004 to June 2004 he was our Vice President of Operations. He also has held the same or equivalent positions with a number of our Affiliates since January 2004. Immediately before joining us, Mr. Dejbakhsh spent 6 months on sabbatical .<->[_] From January 1996 to June 2003, Mr. Dejbakhsh was Area Vice President covering operations, development and field marketing for the western U.S., Canada, Asia Pacific, and Australia for Allied Domecq, QSR in Randolph, Massachusetts.

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Executive Vice President <e>fand Chiefl Marketing,! Officer]: John Lauck

Mr. Lauck has been our Executive Vice President [and Chief Marketing Officer since February 2006. and was our Executive Vice President lof Marketing <sfflee>[fiojll] April <2QQ4r>r2004 to January 2006.1 He also has held the same or equivalent positions with a number of our Affiliates since April 2004. From September 2002 to April 2004, Mr. Lauck served as President and Chief Marketing Officer for Arby's Franchise Association. <Prior to>[Before] joining Arby's, he was on a one-year sabbatical. From February 2000 to July 2001, Mr. Lauck was Senior Vice President and Chief Marketing Officer for groceryworks.com, a home grocery delivery start-up company in Dallas, Texas. Between November 1998 and January 2000, he was the Senior Vice President and Chief Marketing Officer for Footaction in Dallas, Texas. Mr. Lauck is a director of Shadewell Grove Holdings, LP, a licensee of one of our Affiliates.

fChief Accounting Officer. Senior Vice-President and Treasurer: Mark McBridel

TMr. McRride has been our Chief Accounting Officer. Senior Vice-President and Treasurer since March 2006. and our interim Chief Accounting Officer. Vice President Controller and Tnterim Treasurer since Mav 2005. From March 2004 to Mav 2005. he was our Vice President Controller. and served in that capacity with a number of our Affiliates since August 2002. From June 2001 until he joined us. he served as Chief Financial Officer of Ovid Technologies. Inc. in Salt Take Citv. Utah. From September 1996 to April 2001. Mr. McBride was the Vice President. Corporate Controller and Corporate Secretary of Evans & Sutherland Comnnter Cornoration in Salt Lake Citv. Utah.]

ITEM 3. LITIGATION

[Pending Litigation:]

TMavfare Enterprises. Inc. v. Mrs. Fields Famous Brands. LLC. TCBY Systems. LLC, et al. (American Arbitration Association Case No. 77-1140046404-VSS filed December 29. 2004V This is a claim brought bv one of our former franchisees, for damages in excess of $50.000. alleging incomplete disclosures and breach of the covenant of good faith and fair dealing with their purchase of franchises from us and from our Affiliates. MFF and PMF. for the development of a triple concept location in Geneva. Illinois. The parties have selected an arbitrator and have begun discoverv.1

fTCBV Systems. LLC vs. S.E.L. Yogurt. L.C. and Esther Malca (Circuit Court of the Fifteenth Judicial Circuit Palm Beach County. Florida. Case No. 2004-008624 AG. filed Sentemher 14. 2004V We filed an action against a former franchisee ("Malca"! to collect on an outstanding promissory note in the amount of S90.295.75. After attempts to settle the case were unsuccessful. Malca filed an answer and counterclaim against us toward the end of 2005 (the "Counterclaim"!. The Counterclaim alleges breach of contract, breach of an implied covenant of good faith and fair dealing, and tortious interference with a business relationship. Malca's allegations arise from certain of our actions related to her attemnt to sell her business to a third party. We filed an answer with affirmative defenses to Malca's counterclaim, together with an administrative dissolution and motion to dismiss or abate Malca's entity. S.F.L. Yogurt. L.C on the grounds that it has been administratively dissolved bv the Florida Secretary of State for failure to file its 2003 annual report. The case is pending.]

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[Concluded Litigation:!

<         >Randall Scribner and Carolina Yogurt. Inc. v. Juice Works Development. Inc. and Mrs. Fields' Original Cookies. Inc.. (U.S. District Court for the Eastern District of Arkansas, Case No. 4-01-CV-00344GH, filed May 31, 2001). This is a class action filed <on behalf of>[for] named plaintiffs and all others similarly situated (collectively referred to as "Scribners") for unspecified damages, claiming breach of contract, breach of covenant of good faith and fair dealing, and tortious interference with contract. Scribners are former or current franchisees of us, and were licensed to sell Juice Works products by Juice Works Development, Inc., our subsidiary, either directly by a franchise agreement between Juice Works and the franchisee, or through an addendum to an existing TCBY franchise agreement. <Sohrihnorrl>rScribners1 claim that Juice Works breached the franchise agreements and the implied covenant of good faith and fair dealing by failing to provide support or assistance, failing to spend advertising contributions on Juice Works advertising, and commingling of advertising funds. They <furthcr >claim that MFOC tortiously interfered with <Schrihners>rScrihners1' contracts with Juice Works by soliciting and encouraging TCBY and Juice Works franchisees to implement a competing product. Juice Works <denv>rdeniesl the allegations. <S chribnero>rScrib nersl failed to certify a class and the case proceeded on the regular docket. On January 6,2003, the parties reached a settlement where Scribners dismissed their claims with prejudice, and Juice Works paid a $37,500 settlement to <gohrihnorr.>rScrihiiers].

<         >Advanced Food Concepts. Ltd.. et al. v. William P. Creasman. et al.. (U.S. District Court for the Eastern District of Arkansas, Case No. 401-CV-00-117JMM, filed June 21, 2001). Two of the plaintiffs that filed this Complaint are former franchisees of us, and the other purported to be a former franchisee (collectively referred to as "Advanced Food"). The lawsuit originally included numerous corporate and individual defendants related to us, but all defendants were Subsequently >dismissed <with the exception oP>[&&gfii] TCBY of Ireland, Inc., an indirect subsidiary of us and the franchisor party under a Transnational Master License Agreement entered into with certain of the Advanced Food and others. This case stems from TCBY of Ireland's performance under and termination of the Transnational Master License Agreement. Advanced Food sought damages in excess of $70 million in connection with TCBY of Ireland's performance under and termination of the Transnational Master License Agreement. On August 4, 2004, the court granted TCBY of Ireland's Motion for Summary Judgment on all remaining counts of the complaint. Advanced Food Subsequently >filed various motions, including a motion for reconsideration, which the court denied. On February 7, 2005, the parties entered into a settlement agreement <whcrehv>[in which] Advanced Food agreed to pay TCBY of Ireland a negotiated sum for its attorneys fees, and the parties agreed not to appeal the Court's rulings. On February 14, 2005, the court entered its order dismissing the case with prejudice in accordance with the settlement agreement.

<         >Anthony H. Coombs. Scott Haslam and Judith Haslam. and Hasco. LLC, v. Juice Works Development. Inc.. TCBY Systems. Inc.. Mrs. Fields Original Cookies. Inc.. Mrs. Fields. Inc.. Mrs. Fields Brand. Inc.. Mrs. Fields Holding Company. Inc.. and Mrs. Fields Famous Brands (Third Judicial District Court of Salt Lake County, State of Utah, Case No. 010902619, filed March 27, 2001). Plaintiffs (collectively referred to as "Coombs") are former franchisees of Juice Works Development, Inc. Their Complaint, filed March 27, 2001, alleges that Juice Works breached the provisions of their Franchise Agreement by failing to provide meaningful support, sales promotions, marketing support or assistance in operating <efflbs>rCoombsl' Juice Works location. <6mhs>rCoomhs] further <aHege>[alleges.] that Juice Works made representations during the sale of the franchise to <embs>[Coombs] with the intent to defraud and deceive <6mbs>rCoombsl and failed to disclose certain material facts related to the sale. The Complaint also alleges breach of fiduciary duty, and negligence on the part of the defendants (collectively referred to as "Mrs. Fields"), and asks for general and punitive damages of $3,000,000. Mrs. Fields denied the allegations and filed a Motion to Dismiss the Complaint on jurisdictional grounds.[_] In October 2002, the court granted our Motion to Dismiss, and Coombs appealed. In

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November 2003, the Utah Court of Appeals held that the trial court properly granted our Motion to Dismiss on jurisdictional grounds. As of the date of this Offering Circular, Coombs <have>rhas1 not refiled the action in the venue required by the choice of venue clause of the Franchise Agreement.

< Mayfaro Enterprises. Ino. v. Mrs. Fields Famous Brandsr LLC. TCBY Systems. LLC, et air-(American Arbitration Association Case No. 77 1110046104 VSS filed December 29, 2004). This is a olaim brought by one of our former franchisees, for damages in oxoogo of $50,000, alleging incomplete disclosures and breach of the oovenant of good faith and fair dealing in oonnootion with their purchase of franohiaes from us and from our Affiliates, MFF and PMF, for the development of a triple oonoept looation in Geneva, Illinois. The parties have agreed upon an arbitrator and eommonced discovery.>

Other than these <4>[] actions, no litigation <ia required to>rmustl be disclosed in this Offering Circular.

ITEM 4. BANKRUPTCY

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

ITEM 5. INITIAL FRANCHISE FEE

Single Unit Franchises-Initial Franchise Fee You must pay an initial franchise fee of $40,000 when you sign a Franchise Agreement for a Yovana Store. The franchise fee represents payment to us for the right to use the Yovana Marks and the Yovana System in the development and operation of your Store. The initial franchise fee also covers the cost of goods and services that we and our Affiliates may provide to you before your Store opens, such as site evaluation and approval, prototypical plans, certain grand opening assistance, marketing materials and training. If you are an existing franchisee in good standing with us or one of our Affiliates, and you qualify to acquire a second or <Bubsequont>fadditionai] franchise from us, we have the right, at our option, to reduce or waive the initial franchise fee. [Typically. ]vou must pay the initial franchise fee in a lump sum upon your signing of the Franchise Agreementr. However, we have the option to allow vnu to nav a portion of the initial franchise fee when vou sign the Franchise Agreement, and the balance no later than the date that von open voiir Store] If you acquire an existing Yovana Store from another franchisee, you will not pay an initial franchise fee to us, but will pay us a transfer fee of the greater of $10,000 or 2.5% of the total Gross Revenues for the 12-month period before the transfer as more fully described in Item 6, Note <43>[1] of this Offering Circular. Once we sign the franchise agreement, the initial franchise fee is nonrefundable.

Multiple Unit Franchises-Development Fee. If you enter into the Development Agreement, you must pay to us a one-time Development Fee. Your Development Fee will vary depending upon the number of Yovana Stores you are granted the right to develop within your Development Area, your experience, the term of the Development Agreement, the services we and our Affiliates will provide to you, and other factors as the market for Yovana Products and the local economic conditions within your Development Area. We estimate that the amount of your Development Fee typically will be determined by multiplying the number of Yovana Stores you are granted the right to develop under the Development Agreement by up to $10,000 (the "Per Store Fee")- The actual amount of your Development Fee, however, could be more or less than this estimated amount depending on the factors described above. The entire Development

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Fee is due upon the signing of the Development Agreement. Once we sign the Development Agreement, the Development Fee is nonrefundable.

Initial Franchise Fee. In addition to the Development Fee, you must pay to us an initial franchise fee for each Yovana Store you develop under the Development Agreement. The amount of the initial franchise fee for each Yovana Store will be based on our standard, then current initial franchise fee, although we have the right, at our option, to reduce this amount to reflect a multi-unit discount depending on the number of Yovana Stores you develop. We will, however, reduce the applicable initial franchise fee for each of these Stores by the Per Store Fee, provided you are in compliance with the Development Schedule and not otherwise in default under the Development Agreement or any other agreements with us or our Affiliates at the time you sign a Franchise Agreement for a particular Yovana Store. You must pay the applicable initial franchise fee to us at the time you sign a Franchise Agreement for each Yovana Store you develop within your Development Area. Once we sign a Franchise Agreement, the initial franchise free is nonrefundable.

As <furthef->described in the Development Agreement, if you fail to meet one of your Minimum Development Quotas and we grant you an extension to meet it, the amount of the Initial Franchise Fee you must pay to us for each Yovana Store you <aubseguont1v>Haterl develop within your Development Area will be based on our standard, then current initial franchise fee, with no multi-unit discount, although we will still reduce the initial franchise fee you must pay to us for each of these Yovana Stores by the Per Store Fee, as< further> described above in this Item 5. In addition, any Minimum Development Quota extension we grant to you will be conditioned upon your immediate payment to us of an initial franchise fee (as described in preceding sentence) for each Yovana Store for which you have not yet paid us an initial franchise fee, but would have if you had met the missed Minimum Development Quota.

In addition, if during the term of the Development Agreement you have met all of the Minimum Development Quotas, have not exceeded your Store Development Total and desire to develop additional Yovana Stores up to the Store Development Total, the initial franchise fee you will pay to us for each of these additional Yovana Stores will be one half (1/2) of the applicable initial franchise fee (already reduced by any multi-unit discount), reduced by the Per Store Fee, as< furthor> described above in this Item 5. For example, assume you have met all of your Minimum Development Quotas and desire to develop two more Yovana Stores to get to your Store Development Total. Assume also that our standard, then current Initial Franchise Fee is $40,000, your reduced Initial Franchise Fee (which includes a $5,000 multi-unit discount) is $35,000 and your Per Store Fee is $10,000. The Initial Franchise Fee on each of your two additional Yovana Stores would be $7,500 (1/2 of $35,000 minus 10,000).

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Other Initial Fees.

[As of the date of this Offering Circular, we have not entered into a Franchise Agreement with MFFB or an Affiliate to operate certain Yovana Stores: however, we mav do so in the future. Tf MFFB or an Affdiate develops Yovana Stores, it mav sell the Stores to prospective franchisees. If vou acquire an existing Yovana Store from MFFB or an Affiliate, vou must enter into an Asset Purchase Agreement in the form included in Exhibit 10 to this Offering Circular. Tl purchased typically include trade furnishings and fixtures, such as display cases, signal counters and work tables, and equipment, such as refrigerators, soft drink beverage dispensers. coffee preparation and dispensing equipment and small wares. MFFB or an Affiliate sets the purchase price for the Store assets hv taking a multiple of store cash flow after royalty and also taking into account other economic factors, such as cnrrenl term. The purchase price also will include payment for the goodwill the Yovana Store. You must pav the purchase price upon transfer of the Store assets to vou. As descrihed in e.2 and Note 6 to Item 7 of this Offering Circular, we estimate that the cost of the Store assets Preferred to in Item 7 as "Improvements and Equipment"! purchased from MFFB or an Affiliate, will range from $250.000 to $425.000. If MFFB or an Affiliate is leasing anv of the assets of the Store to vou. vou must also assume the obligations and make the required payments due under the equipment lease from the date vou purchase the assets. You are not entitled to a refund of the purchase price for an existing Store under anv circumstances, even if vou lose the right to lease or sublease the Store premises after taking possession of the assets. In some instances, vou mav be required to enter into a Confidentiality Agreement in the form of Exhibit 5 with vour purchase of a franchised or a MFFB- or an Affiliate-owned Yovana Store. No fees are paid to us or our Affiliates with the Confidentiality Agreement. ]

TThe assets of an existing Store do not include anv initial supplies, product inventory, paper goods and other soft goods, accounting forms and systems, and other items necessary to comply with our standards (collectively, the "Product and Soft Goods Inventory"!. When vou purchase the assets of an existing Store, vou must also purchase the store's existing Product and S< Inventory. The purchase price for the Product and Soft Goods Inventory is determined physical inventory of the Product and Soft Goods Inventory and bv multi| quantities bv the actual unit cost for the items. You must pav to MFFB or an Affiliate the purchase price for the Product and Soft Goods Inventory when vou purchase and pav for the assets of the Store. As described in f. and Note 7 to Item 7 of this Offering Circular, we estimate that the cost of the Product and Soft Goods Inventory purchased from MFFB or an Affiliate will range from SI .000 to $5.000. You are not entitled to a refund of the purchase price for the Product and Soft Good Inventory under anv circumstances.!

fUnder certain circumstances, one of our Affiliates mav sublease the premises for vour Store to vou. If this occurs, vou mav be required to pav a security deposit to our Affiliate at the time vou sign the Sublease Agreement. This security deposit and the conditions under which it mav be refundable are explained in Note 8 under Item 6 of this Offering Circular.1

[ ]If you participate in our optional Resale Facilitation Program and purchase a Yovana Store from an existing franchisee, you will pay to us a Resale Facilitation Fee. The Resale Facilitation Fee and Program are< further> described in Note <tt>l231 of Item 6.

<From time to timcMPeriodicallvl. we may offer special incentive programs< in oonjunction> with our franchise development activities. These special incentive programs may include awards, prizes, bonuses, rebates, product discounts and credits, or other types of incentives. We may offer these incentives to any of our existing franchisees who refer a third party to us who <sub sequent! v>l"then]

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becomes a new Yovana Store franchisee within a specified period of time. We have the right, however, to offer, modify, withdraw or reinstate any incentive programs in the future without notice to you.

As <furthor >described in Item 7, if you are developing a new Yovana Store, you must spend $10,000 or more on a grand opening advertising and promotion program ("Grand Opening Program") for your Store. You must submit to us a plan for your proposed Grand Opening Program that includes a budget, the advertising and promotion to be conducted, and the timing and duration of the Program. You also must use the materials we approve as part of your Grand Opening Program, although you will not purchase these materials from us or our Affiliates. You may not open your Store until you submit to us a Grand Opening Program that we approve.

<In certain eiroumstaneos you may bo required to enter into a Confidentiality Agreement in the form of Exhibit 5 in connection with your purohaso of a franohiGC and/or attendance at training. No fcoo aro paid to us or our Affiliates, however, in connection with the Confidentiality Agrccment.>

Conversion Program.

If you are a Conversion Franchisee, you will typically pay a reduced initial franchise fee. The initial franchise fee will range from $5,000 to $40,000, depending on the initial franchise fee you paid for your Traditional TCBY Store. In addition, you will pay some additional fees for goods and services provided by us and our Affiliates before you open your existing Traditional TCBY Store as a Yovana Store, as< fiirthor> described in more detail in Items 6, 7 and 8. These goods and services may include, among other items, certain limited building plans, construction consultation services, equipment, training services, opening assistance, and training inventory.

During <2Q04, wo did not grant any Yovana single unit or multiple unit franchises, nor did we allow any Conversions.Aocordingly, we did not receive any fees from new Yovana franchisees or Cnnver.ninn Franchisor, durinp 2004>[2005. we granted one Yovana single unit franchise under a test addendum to an existing TCBY franchise agreement fas described in Item n and we did not collect anv initial fees from the Test Franchisee.!

ITEM 6. OTHER FEES

Name of Fee

Amount

Due Date

a. Continuing fees

5% of monthly Gross Revenues (Note 1)

Payable weekly on or before the noon on Wednesday of each week for the immediately preceding week (Note 2)

b. Marketing fees

5% of Gross Revenues (Note 3)

Same as continuing fee (Note 2)

d. Local store marketing and cooperative advertising

A minimum of 1% of Gross Revenues (Note 4)

When due (Note 4)

e. Training fee (Note 5)

See Note 5

See Note 5

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Name of Fee

Amount

Due Date

f. New Manager Training Charge (Note 6)

Costs; currently from $800 to $3,000

When service rendered

g. Refresher training (Note 7)

See Note 7

See Note 7

Ul Sublease fNftte 8)]

[See Note 8]

[ftfonthlv

SttNoteSl

<h>[i]. Special assistance (Note<8>C2])

See Note <S>[2]

See Note <$>[3

<i>[jj. Late payment fee

$25 for each delinquent payment.

When the delinquent payment is due

<j>[]s3. Late reporting fee

$25 for each delinquent report

When the delinquent report is due and continuing to be due for each period that the report remains delinquent, as specified in the Franchise Agreement

<k>[l]. Interest expenses (Note<9>[iQ])

Will vary under circumstances (Note <9>[lfl])

When due

<l>[m]. Audit

Cost of financial audit plus interest at 1,5% per month or the highest legal rate on any underpayment (Note<40>[JI])

15 days after receipt of audit or inspection report

<ffl>En].

Operations Manuals

duplicate

(Note<44>[H])

See Note <U>[H]

Upon receipt of duplicate copy

<»>[pj. Transfer fee (Note<+2>[12])

$10,000 or 2.5% of the total Gross Revenues for the 12-month period before the transfer, whichever is greater (Note <45>U2])

$2,000 transfer fee deposit payable upon Transfer request, with balance payable before or upon final closing of Transfer (Note <42>[12])

<6>[dJ. Relocation Fee

(Note<44>[H])

$6,250, or more (Note <43>[H])

Payable before relocation

<p>[fl]. Additional term (Note <44>[13)

Currently $4,000 for each year of additional term (Note <44>[15])

Payable before Transfer or relocation (Note <44>[15J)

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Name of Fee

Amount

Due Date

<q>[rj. Refurbishment, Maintenance and Remodel Expenses (Note <^>Uffl)

Actual Costs Incurred; from $1,000 to $150,000

When incurred by us; on demand

<?>[$]. Reimbursement for Alternative Brand of Supplier Evaluation (Note <4-6>[12])

Actual Costs

On demand, after your submission

<s>[jt]. Advertising, marketing and promotional materials

Will vary under circumstances (Note <+?>[!&])

When the materials are ordered and/or delivered (Note <}>\M)

<t>[u]. Interim

management fees (Note <±S>[12])

10% of Gross Revenues

As incurred

<u>[yJ.UCC filing fees (Note <+9>[2fl])

As set by state law; varies from state to state

Upon signing of the Franchise Agreement and at the times UCC continuation statements are filed

<v>kflL]. Costs and attorneys' fees, and indemnification

Will vary under circumstances (Note <aO>[UJ)

Upon occurrence

<w>UJ.

Documentation Fee

for Franchisee Name

Changes

(Note <^>B2])

$500 or more (Note <i>[22])

Payable upon required notification of name change (Note <24->[22])

<«>[yj. Resale Facilitation Fee (Note <22>[22])

Will vary depending upon negotiations between us and the purchasing franchisee (Note<22>[22])

Payable upon purchase of Store from existing franchisee

fz. Brokerage Servicel

Twill varv under circumstances

OVote 24>1

from existing franchisee!

<y>[aa].

Termination Fee

Will vary under circumstances (Note <22>[253)

When billed

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General Comments:

You must pay these fees to us except as explained in Notes 4, 5, <40?>lll*l <43>U2] and <30>mi below. These fees are nonrefundable except as explained in Note <43>[I4] below. If we or our Affiliates do not actually receive your payments on the due date, they will be deemed delinquent. These fees do not include any initial franchise fees that may be payable to our Affiliates if you are developing your Yovana Store as a co-brand with one of their concepts.

You must pay all continuing fees, marketing fees, rental payments and other amounts owed to us or our Affiliates by pre-authorized electronic bank transfer from your general account. You must sign and complete the form Authorization Agreement attached to the Franchise Agreement as Appendix A or any other documentation we require periodically to permit the electronic transfer. The pre-authorized electronic bank transfer requirements are< further> described in Section 6.4 of the Franchise Agreement and Appendix A to the Franchise Agreement.

During the course of developing and operating your Store, you will also be required to purchase various items from designated and approved suppliers or in accordance with our standards and specifications. See Item 8 of this Offering Circular for an explanation of these requirements.

Specific Notes:

1.          See Exhibit 1 to this Offering Circular for a definition of Gross Revenues.

2.          The continuing fee and marketing fee due under the Franchise Agreement are payable weekly on or before noon on Wednesday of each week for the immediately preceding week. As described in the General Comments above, these fees must be paid to us by pre-authorized electronic bank transfer from your general account.

3.          The marketing fee is 5% of Gross Revenues, subject to increase, as< further> described in Note 4 below and Item 11. See Item 11 of this Offering Circular for more information on marketing.

4.          In addition to the marketing fee described in Note 3 above, you must spend a minimum of 1% of your Gross Revenues on local store marketing. If you fail to spend, or cannot properly document to our satisfaction that you spent, at least 1% of your Store's Gross Revenues on local store marketing during the previous calendar year, you must pay us within 30 days of our invoice the difference between 1% of your Store's Gross Revenues and the amount that we determine you actually spent on local store marketing and properly documented. We will treat these payments as marketing fees. <Further>[In addition], if you fail to spend, or cannot properly document to our satisfaction that you spent, at least 1% of your Store's Gross Revenues on local store marketing during the previous calendar year, we have the right to increase your marketing fee during the next calendar year by the percentage of Gross Revenues you failed to spend, or properly document that you spent, during the previous calendar year. In that case, any increase in the percentage of Gross Revenues you must pay as a marketing fee during the next calendar year will be offset by a decrease in the percentage of Gross Revenues you must spend on local store marketing for the next calendar year. For example, if during the previous calendar year, you spent only .5% of your Store's Gross Revenues on local store marketing, you will have to pay us .5% of your Store's Gross Revenues for the previous calendar year within 30 days of our invoice, and a marketing fee of up to 5.5% (5% plus .5%) of your Store's Gross Revenues for the next calendar year. Assuming under this example we require you to pay us a 5.5% marketing fee for the next calendar year, you will also need to spend a minimum of .5% (1% minus .5%) of your Store's Gross Revenues for that calendar year on local store marketing.

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<Fiirthor>rTn addition], if a local or regional advertising cooperative is formed or organized for the market that includes your Store, we have the right to require you to participate in and contribute to the advertising cooperative an amount of up to 1% of your Gross Revenues. In that case, we will notify you periodically of the amount you must pay to the advertising cooperative and the timing of the payments, which may be as often as weekly. Any amount you contribute to the advertising cooperative or any marketing required by your Store lease or sublease will be credited toward your local store marketing requirement.

5.        You may not attend training before signing your Franchise Agreement. We provide training for you (or one of your Entity Owners, if you are an Entity) and the initial store manager (if different from you or your Entity Owner) free of charge at our training facility in Salt Lake City or any other location we designate. As< further> described in Item 11, one of our Affiliates or an existing franchisee may also make an optional (or in the future a mandatory) in-store work experience available to you at its Yovana Store. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you a fee for any in-store work experience you attend, but we have the right to do so in the future. Currently, we also will provide training for any additional managers from your Store free of charge. We have the right, however, to charge a tuition fee in the future for each additional manager that attends our training. In the case of a proposed Transfer, we will provide training to the proposed transferee and its attendees at our training facility in Salt Lake City or any other location we designate. The proposed transferee and its attendees may also be given the option of attending, or required to attend, an in-store work experience either at the [Yovana IStore being transferred or at another existing Yovana Store. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you or your transferee a fee for any training we provide or for the in-store work experience, but we have the right to do so in the future. In addition, if you enter into a Development Agreement, you must pay us our then current tuition for your Development Area Manager and your Development Area Owner/Operator (as these terms are defined in Item 15) to attend our training program, assuming they have not already done so. See Note 5 to Item U of this Offering Circular for <fertheg>[additional! information regarding training and a description of exceptions to free training. You must pay all travel and living expenses for your trainees. Travel and living expenses are described in Item 7 of this Offering Circular.

6.        <Subsequent to>[Alcx] the opening of the Store, we will provide training (subject to reasonable limitations ^roncrihed^required] by us as to frequency, place and time) to any new manager of the Store. We have the right to assess you reasonable charges for this training which shall not exceed our actual costs.

7.        We have the right to require you and/or previously trained and experienced managers and employees to attend periodic refresher courses at the times and locations we designate. Your Store must at all times be managed by an individual who is certified by us as having completed our training program. You must pay the fees that we are then charging for these refresher courses.

8.        flf vou sublease the premises to he used as vour Store from one of our Affiliates (sometimes referred to in this Offering Circular as the "Sublessor"^. vou must sign a standard Sublease Agreement in the form included in Exhibit 10 of this Offering Circular. If vou are an Entity, the Sublessor has the right to require that each of vour Entity Owners sign a Quarantv in the form attached to the Sublease Agreement. The rent and other amounts due under the Sublease Agreement will he the same as the rent and other amounts due from the tenant under the Sublessor's lease fthe "Master Leased of the premises from the landlord. The rent due will vary with the location of the premises. Typically, monthly rental payments will he based on factors such as the current market value of similar properties and the perceived market value of vour Store based on its location and traffic patterns, sales volumes, and so forth. You must pav the monthly rent under the Sublease Agreement directly to us or the Sublessor, as designated hv the

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Sublessor, and we or the Sublessor will then pav the rent to the landlord under the Master Lease. However, we mav require vou to make the payments to us or the Sublessor at least 30 davs in advance of the date the payments are due under the Master Lease (10 davs in advance, for percentage rental payments! As described in the General Comments ahove. rental payments must he paid to us or the Sublessor bv electronic hank transfer from your general account. Rental payments are tvnicallv non-refundable. Depending on our and the Sublessor's evaluation of vour credit-worthiness, the Sublessor has the right to require vou to pav a security deposit (typically, the equivalent of one month's rentt under the Sublease Agreement. Upon termination of the Sublease Agreement, the Sublessor will refund the security deposit to vou if von have fulfilled all of vour obligations under the Sublease Agreement.1

\% ]We make no charge for the operating< assistance and> guidance we customarily provide to you. However, we have the right to occasionally make special assistance programs available to you for which you must pay the daily fees and charges that we establish.

<9t>[10.]          You must pay all business debts, liens and taxes promptly when due. If you fail to

do so, we have the right, at our option, to pay the same and then be entitled to immediate reimbursement from you. Unpaid debts owed to us bear interest from the due date until paid at the lesser of 1.5% per month or the maximum contract rate permitted by the law of the state in which your Store is located.

<-^>[iL3 You must pay the costs of the audit or inspection only if you fail to furnish us with reports, financial statements, tax returns or schedules, or if the audit results show an understatement of Gross Revenues of more than 2% or if the need for an audit was a result of your default under the Franchise Agreement in failing to provide records and reports in a timely manner.

<^-^>[12J We will loan you one copy of each of the Operations Manuals free of charge, as<-further> described in Item 10. If you lose your copy of the Operations Manuals, you must obtain a replacement copy from us at our then current charge for replacement copies.

<4^>L13J The transfer fee is the greater of $10,000 or the 2.5% of the total Gross Revenues of the last 12 month period. <In the event that>[Ifj you have not been operating your Yovana Store for a full 12 month period, total Gross Revenues will be calculated by taking your monthly average for the period that your Yovana Store has been operating and multiplying that average by 12. As noted in the table above, a $2,000 transfer fee deposit must be paid to us at the time you submit your request for Transfer, with the balance of the transfer fee payable to us no later than the closing of the Transfer. The transfer fee deposit is nonrefundable, except that it will be returned to you under the following circumstances: (i) we exercise our right of first refusal; or (ii) we do not approve the proposed Transfer. In addition, we have the right to require the payment of an additional transfer fee deposit if the proposed Transfer does not occur within 12 months from the date we received the initial transfer fee deposit. To complete a Transfer, you will enter into an Assignment, Assumption and Consent with us and the transferee in the form included in Exhibit 6 of this Offering Circular, and the transferee will, at our option, either operate under your old Franchise Agreement for the remainder of its current term, or enter into our then current form of Franchise Agreement for the remainder of the current term of your old Franchise Agreement. We will not charge a transfer fee if the Transfer is among existing Entity Owners of you and the identity of all Entity Owners remains the same following the Transfer. During the effective term of this Offering Circular, we will waive payment of the Transfer Fee and instead charge a documentation fee of $500 for Transfers to a wholly-owned corporation under Section 12.4 of the Franchise Agreement. If you acquire an existing Yovana Store, you will not pay an initial franchise fee to us, but will pay us our then current transfer fee. These deposits will be handled in the same manner as the transfer fee deposit described above.

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<44t>[14.] Should it become necessary to relocate your Store on account of the condemnation of your Store premises or the exercise of a relocation right by your landlord or for some other reason approved by us in writing, we will consent to the relocation at a site that meets all of our then current site criteria for the development of new Yovana Stores and is acceptable to us <providcd that>[ifl you pay to us our then current relocation fee (which is $6,250 as of the date of this Offering Circular) and satisfy all of the other conditions in Section 4.7 of the Franchise Agreement, including the requirement that you have sufficient term remaining under the Franchise Agreement, or purchase from us sufficient additional term under the Franchise Agreement, to satisfy our then current policy on remaining term requirements for relocations (see Note <44>[jji] for a <further description of this requirement). We also have the right to require you to sign, in lieu of the Term Pre-Purchase Addendum, a new form of Franchise Agreement in connection with any approved relocation where you are also required to purchase additional term.

<44r>[15.] We have the right to require, as a condition of our approval of a proposed Transfer, that your transferee purchase additional term under the Franchise Agreement. Similarly, we have the right to require, as a condition of our approval of a proposed relocation of your Store, that you purchase additional term under the Franchise Agreement. The cost for each year of additional term will be determined by taking the then current initial franchise fee and dividing it by the number of years included in the initial term of the then current Franchise Agreement. Currently, we will not require your transferee or you to purchase additional term if there are 4 or more years of term remaining under the Franchise Agreement at the time of a proposed Transfer or relocation. If, however, there are less than 4 years of term remaining under the Franchise Agreement at the time of a proposed Transfer or a proposed relocation of your Store, we have the right to require your transferee (in the case of a Transfer) or you (in the case of a relocation) to buy additional term under the Franchise Agreement. We will not require your transferee or you to purchase more additional term than necessary to make the term remaining under the Franchise Agreement equal 10 years. For the purposes of this Offering Circular, "term remaining under the Franchise Agreement" means the remainder of any initial term plus the remainder of any renewal term under the Franchise Agreement. For example, if you have 5 years left on your initial term and a renewal term of 10 years, the term remaining under the Franchise Agreement is 15 years. Similarly, if you have already renewed and have 2 years remaining on your renewal term, the term remaining under the Franchise Agreement is 2 years.

Even if we do not require the purchase of additional term upon a proposed Transfer or a proposed relocation of your Store, we may, at our option, allow your transferee or you to purchase additional term from us as part of the Transfer or relocation. The purchase of any additional term by your transferee or you, however, may not result in the term remaining under the Franchise Agreement to be more than 14 years.

Upon the purchase of additional term, your transferee or you will enter into our then current form of Term Pre-Purchase Addendum to the Franchise Agreement ("Term Pre-Purchase Addendum"). A copy of our current Term Pre-Purchase Addendum is attached as Exhibit 7 to this Offering Circular. As <furthcr >described under the Term Pre-Purchase Agreement, any additional term your transferee or you purchase from us will become effective upon the expiration of any term remaining under the Franchise Agreement, <provided that>[ifl your transferee or you meet all of our then current conditions for renewal, except for the payment of a fee.

We have the right to change the fees we charge for additional term and our requirements for when and how much additional term must be purchased upon a proposed Transfer or relocation. In addition, although the current requirements for when additional term must be purchased are the same for Transfers and relocations, we have the right to have different requirements in the future for these situations. We also have the right to require you or your transferee to sign a new form of franchise

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agreement for a term equal to the term remaining under the Franchise Agreement, plus any prepurchased term, in lieu of having you or your transferee sign the Term Pre-Purchase Addendum.

<44^r->[16. ^Tf you fail or refuse to initiate within ten (10) days after receipt of a notice that the general state of repair, appearance, and cleanliness of your Store does not meet our standards, and fail to continue in good faith and with due diligence, a bona fide program to undertake and complete required maintenance or refurbishing, we have the right, but are not obligated, to enter upon the premises of the Store and effect the maintenance and refurbishing on your behalf, and you must pay the entire cost <thoroof>to us on demand.

<4&->[17. ]If you propose to use any food or beverage item or other ingredient or serve food products or beverages of any brand and/or supplier which is not then approved, you must first notify <the-company>[aa] and submit sufficient written information, specifications and samples concerning the brand and/or supplier for a determination by us whether the proposed item complies with our specifications and standards. On demand you will then have to pay a reasonable fee to cover our costs incurred in making this determination. We are under no obligation to approve any alternative brand or supplier.

<h>[\ 8.] We may provide you with copies of advertising, marketing and promotional formats and materials for use in your store, which we have prepared using the marketing fees described in Item 11 of this Offering Circular. You are only required to pay shipping and handling costs for these items or, if you want additional or replacement copies, our direct cost of producing those items together with any related shipping, handling and storage charges. In addition to these items, we may offer you the option of purchasing other advertising, marketing and promotional formats and materials that we have prepared and that are suitable for use at local Yovana Stores. We may provide samples, copies or information explaining these items to you periodically. If you elect to purchase any of those items from us, we will provide them to you at our direct cost of producing them plus any related shipping, handling and storage charges. In addition, we have the right to develop and market special mandatory promotional items for Yovana Stores and require you to maintain a representative inventory of these promotional items to meet public demand. In that case, we will make these items available to you at our cost plus a reasonable mark-up and any shipping, handling and storage charges.

<4-&t>[19.1 If we elect to manage your Store pending our purchase of that store, as permitted by Section 14.5(e) of the Franchise Agreement, or we assume management of your Store in the case of your voluntary abandonment, as permitted by Section 13.5 of the Franchise Agreement, we have the right to charge a management fee of 10% of the Gross Revenues of that store during the period of management.

<4^>f20.1 Article 16 of the Franchise Agreement grants us a security interest in the collateral described in that Section. Upon your signing of the Franchise Agreement, you must sign the necessary Uniform Commercial Code financing statements and reimburse us for the costs of filing those statements with the appropriate government agencies. You must also sign continuation statements when required by law and reimburse us for the costs of filing those continuation statements.

<30r>[21.] If we or our Affiliates prevail in any arbitration proceeding or litigation against you, you must pay the costs and attorneys' fees incurred. You and each of your Entity Owners also have certain indemnification obligations to us and our Affiliates, as referenced in Item 9 of this Offering Circular.

<k>[22.] If you change your name, or your Entity changes its name or entity type, but no Transfer occurs as a result, you must notify us promptly following the change, provide us with any

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documentation we reasonably request to verify the name change, and pay us our then current documentation fee (which is $500 as of the date of this Offering Circular) to defray our costs associated with documenting the change.

<2St>[23.1 We offer an optional Resale Facilitation Program to existing franchisees who want to sell their Yovana Stores. If an existing franchisee (the "Selling Franchisee") desires to participate in the Resale Facilitation Program as a possible way of selling its Yovana Store, the Selling Franchisee must notify us in writing. We will then attempt to negotiate with the Selling Franchisee an exclusive option (the "Purchase Option") to purchase its Yovana Store for a particular price (the "Purchase Price") during a particular period of time (the "Option Period"). If we and the Selling Franchisee agree on the details of a Purchase Option for the Selling Franchisee's Yovana Store (including the Purchase Price and Option Period), we will enter into a purchase option agreement ("Option Agreement") with the Selling Franchisee. A copy of our current Option Agreement is attached to this Offering Circular as Exhibit 9. Under the Option Agreement, we have the right, but not the obligation, during the Option Period to exercise the Purchase Option and purchase the Selling Franchisee's Yovana Store for the Purchase Price. We also have the right to assign the Option Agreement to a third party (the "Buying Franchisee"), pursuant to the form of option assignment agreement ("Option Assignment Agreement") attached to the Option Agreement and included in Exhibit 9 of this Offering Circular. If we enter into an Option Assignment Agreement with a Buying Franchisee, the Buying Franchisee will then have the right, but not the obligation, during the Option Period to exercise the Purchase Option and purchase the Selling Franchisee's Yovana Store for the Purchase Price. Under the terms of the Option Assignment Agreement, the Buying Franchisee must also pay to us a Resale Facilitation Fee if it exercises the Purchase Option. The Resale Facilitation Fee is due to us upon the Buying Franchisee's purchase of the Selling Franchisee's Yovana Store and is in addition to the Purchase Price payable to the Selling Franchisee. The Resale Facilitation Fee is consideration for the Option Assignment Agreement, the resale facilitation services and any other services we provide to the Buying Franchisee, and any other value-added products or benefits we provide to the Buying Franchisee.

Under the Resale Facilitation Program, we do not represent any Selling Franchisee or Buying Franchisee, nor do we have an obligation to purchase or find a purchaser for a Selling Franchisee's Yovana Store. The Resale Facilitation Program is just one of the possible options that may be available to an existing franchisee that wants to sell its Yovana Store and a prospective franchisee that wants to buy a Yovana Store. See the Option Agreement and Option Assignment Agreement for <fog&«r>[additional] information regarding the rights and obligations of us, the Selling Franchisee and Buying Franchisee under these documents.

[24, Our Brokerage Service mav be another option available to an existing franchisee that wants to sell its Yovana Store and a nrosnective franchisee that wants to huv a Yovana Store. In exchange for a fee, we will provide certain services to a selling franchisee that wants to sign a non-exclusive listing agreement with us. These services mav include (a\ listing the store on one or more websites sponsored or affiliated with us. (bl introducing the selling franchisee to potential

offering incentives to the hnver in the form of reduced term purchase, future franchise fees. development rights, or similar items. The fee will only be paid to us if we successfully complete a sale of the store, and the transfer is subject to all other transfer procedures as more fullv described in paragraphia of this Item 6.)

<3&>[25J If we terminate the Franchise Agreement with cause, or you terminate the Franchise Agreement without cause, you must pay us a termination fee equal to the present value (using the then current 30 year Treasury Bond rate) of the continuing fees you would have paid us on the

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product of your Store's average monthly Gross Revenues during its most recent 12 months of operation (or shorter period if open less than 12 months) before the termination multiplied by the number of months remaining in the Franchise Agreement's current term had we or you not terminated it. The termination fee is compensation to us for anticipated and reasonably estimated lost profits.

<24t You must reimburse us and our Affiliates for any loss and all reasonable costs and expenses of defending any claim brought against us or our Affiliates in oonnootion with your ownership or operation of the Store, unless the loss is solely due to our nogligonce in producing yogurts sold to you and you inspected the products in aooordanoo with the procedures in the Operating Manual and could not have reasonably discovered the adulteration or other defect in the product whioh was the cause of the lessr>

[Remainder of page intentionally left blank]

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ITEM 7. INITIAL INVESTMENT

Description

a. Initial franchise fee (Note 1)

b. Development Fee (if you enter into a Development Agreement) (Note 2)

c. Travel and living expenses while training (Note 3)

d. Real estate lease

e.[JJ Improvements and Equipmentkjf. constructing a new storel

(Note 5)

re.2 Improvements and

Equipment, if acquiring

the assets of an existing store from MFFB or an Affiliate fNote fiVI

f. Opening Product and Soft Goods Inventory

g. Grand Opening Program, if opening a new store

h. Security deposits, utility deposits, business______

Amount

$40,000 (Note 1)

Up to $ 10,000 or more for each store you are granted the right to develop under the Development Agreement

$1,000-53,000

Note 4

$150,000-5229,000

rsi2Sn.nnn-s42'vnnoi

$5,000-$15,000 (Note <6>[2])

$10,000 or more (Note <7>[ffl)

$2,500 - $4,000

Method of Payment

Lump sum

Lump sum

Lump sum, as incurred

Note 4

As agreed with the contractors and suppliers providing labor, materials, or equipment

[Lump sum]

As agreed with suppliers[or lump sum to MFFB or an Affiliate!

Lump sum

Lump sum

-25-

When Due

Upon signing Franchise Agreement

Upon signing of Development Agreement

As incurred during training

Note 4

As incurred

[Upon acquisition]

As incurredf or upon acquisition of the store assets if von purchase an existing store from MFFB or an

Affiliate]

As incurred

Before opening

To Whom Payment Is to Be Made

Us

Us

Airlines, hotels, and restaurants

Note 4

Various independent contractors, architects and suppliers

fMFFB or an Affiliate!

Sunnliersr. Including MFFB or an Affiliate if vou purchase an existing store from MFFB or an Affiliate!

Various vendors and suppliers (Note <8>t3fl)

Landlord, utility companies, suppliers, and government


Description

Amount

Method of Payment

When Due

To Whom Payment Is to Be Made

licenses, and other deposits and prepaid expenses (Note <8>tffl)

agencies

i. Professional fees (Note <9>[ifl])

$500-51,500

Lump sum

As incurred

Attorneys, accountants, and other consultants

j. Insurance (3 months) (Note <43>[UJ)

$2,500 - $3,500

Lump sum or installments, as determined by insurance carriers

Before or upon signing of Franchise Agreement

Insurance carriers

k. Computer hardware and software<-including Internet-fteeess> (Note <+4>[i2])

$<&QQQ>r3.50Q1 -

Lump sum

As incurred

Various vendors or suppliers

1. Additional funds (3 months) (Note <13>[12])

$10,000-530,000

Lump sum, as incurred

As incurred

Employees, suppliers, utilities and other vendors

Totals

(Notes <44>[H] and

<w>ua)

$<Zh$w>[222M2\ -$<W$T0OO7>[HL5flttJ for your development of a Yovana Store under the single unit franchise (not including real estate lease costs), or your first Yovana Store under the Development Agreementf (not incliiriinp real estate lease costs^: M95.000 - S507.500. if

acnnirino the assets of an

existino Ynvana Store] (not

including real estate lease costs). If you enter into the Development Agreement, you will also pay a one-time Development Fee

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General Comments'.

As of the date of this Offering Circular, there is only one Yovana Store operating; therefore, we have based the estimates provided in the chart above upon our experience and the experience of our predecessors in establishing and operating hundreds of TCBY Stores and other concepts; however, we do not guarantee that your costs will not be higher than described above. You should review these figures carefully with a business adviser before making any decision to enter into a Franchise Agreement or a Development Agreement.

All payments you make to us or our Affiliates are nonrefundable unless otherwise stated. Payments you make to parties other than us or our Affiliates may be refundable at the option of the other party. Because we do not know who these third parties are, we cannot state when or if payments made to these third parties will be refundable.

Neither we nor our Affiliates finance any portion of the initial franchise fee. In addition, except as described in Item 10, neither we nor our Affiliates offer any other financing, directly or indirectly.

The estimates in the above chart do not include continuing fees or marketing fees payable to us during the operation of your Franchise since these fees are payable out of the Gross Revenues of your Store. See the information in Item 6 for an explanation of the continuing fee and marketing fee.

Specific Notes:

1. $40,000 is the standard initial franchise fee for a new Yovana franchise. If you are a Conversion Franchisee, you will typically pay a reduced initial franchise fee ranging from $5,000 to $40,000. If you enter into the Development Agreement, you must pay to us an initial franchise fee for each Yovana Store you develop under the Development Agreement, the amount of which will be based on our standard initial franchise fee as reduced by the applicable Per Store Fee and any multi-unit discount or other reduction we allow. [If vou purchase the assets of an existing store from MFFB or an Affiliate, there is no initial franchise fee but vou will pav a transfer fee. ISee Item 5 of this Offering Circular for a more detailed explanation of the initial franchise fee (both for single unit and multiple unit franchises), the conversion fee and the transfer fee. The initial franchise fee is nonrefundable once we sign the Franchise Agreement.

2.          See Item S for a description of the Development Fee. The Development Fee is nonrefundable once we sign the Development Agreement.

3.          You must pay any incidental expenses that you and your manager and any other trainees incur while attending our initial training program, including car rental, gas, airline tickets, meals, hotel room, entertainment, and salaries. If you enter into a Development Agreement, however, you will also be required to pay travel and living expenses for your Development Area Owner/Operator (as these terms are defined in Item 15) to attending our training program, assuming they have not already done so.

4. If you do not currently own adequate space, you must lease the space for your Store. Typical locations are shopping malls and strip shopping centers. The average Yovana Store requires between 1,100 and 1,500 square feet of space and 20 feet or more of store frontage. We cannot estimate the amount of your monthly rental payments, since rental amounts vary greatly from site to site and are affected by a number of factors, including location, size, visibility, accessibility, and competitive market conditions. In addition to rental payments, your lease may obligate you to make other payments to the landlord, such as payments for shopping center or building operating expenses, common area maintenance expenses, food court expenses, merchants' association assessments, assessment for

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shopping center promotion and advertising, and the like. Again, because these payments vary widely from lease to lease, we cannot estimate the amount you may be required to pay for these or other similar items. You will make rental payments to the landlordf. unless vou sublease thq premises fr our Affiliates. In that case, you will make rental payments to our Affiliates, as explainet to Ttem 6 of this Offering Circular!.

5.        These estimates include construction costs (labor and material) for typical tenant improvements and remodeling necessary to prepare a site for operation of a Yovana Store as well as the estimated costs for necessary trade fixtures, such as display cases, signage, counters and work tables, and equipment, such as ovens, refrigerators, beverage dispensers, coffee preparation and dispensing equipment, small wares and cash registers. The estimates also include construction management costs, architectural fees, general conditions, builders risk/liability insurance and financing costs. If you develop a new store, you must also employ and pay an architect or engineer to prepare a site plan and other construction documents. Although we will provide you with prototypical plans and specifications at no additional cost to you, you must pay an architect or engineer to adapt these plans and specifications to city, state and local building codes and to the specific site chosen for your Store. These estimates do not include lease costs. Your actual construction costs will depend on numerous factors, such as the condition of the premises, duration of the building process (delays), union labor requirements, contractors' fees, signage, availability of materials and equipment, interest rates, and the insurance coverage you choose. If you are a Conversion Franchisee, we estimate that you will incur improvements and equipment costs between $75,000 to $175,000.

6.        rAs explained in Item 5 of this Offering Circular, vou mav have the opportunity to acquire the assets of an existing Yovana Store from MFFB or an Affiliate. In that case, vnu would pav the purchase price for the store assets and would not incur the construction and development expenses described in Note 5 above. The method of determining the purchase price for the assets of an existing store is described in Item 5 of this Offering Circular: however, the range of prices is typically as disclosed in the chart above. A portion of the price is attributable to goodwill and going concern value of the store.]

[2» ]This estimate includes supplies, opening inventory, accounting forms and systems, soft goods, such as napkins, cups, and other paper goods, utensils, packaging materials and other items required to operate under the Yovana System. The costs will vary depending upon your inventory levels and storage space [ Tf vou purchase the assets of an existing store from MFFB or an Affiliate. MFFB or an Affiliate mav require vou to pav SI .500 toward the purchase price of the Product and Soft Goods Inventory at vnur closing. Once a physical count of the Product and Soft Goods Inventory is completed, vou must pav the balance of the purchase price. However, if the actual purchase price of the Product and Soft Goods Inventory is less than SI.500. MFFB or an Affiliate will refund the difference to vou.1

<?r>[8d          As explained in more detail in Item 5 of this Offering Circular, if you are

developing a new Yovana Store, you must spend $10,000 or more on a Grand Opening Program that we approve before your Yovana Store opens.

<$7>[2J          You may be required to pay a security deposit under your real estate lease and

other deposits for utilities and insurance premiums. Lease security deposits are typically due upon signing the lease and are typically refundable if you do not default on your lease. Your lease may also require you to pay the last month's rent in advance. Deposits for utility services are typically required at the time the service is applied for, and may or may not be refundable. You must confirm all of the

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specific deposits required. The amount for licenses and permits can vary significantly in different areas, and you should verify specific amounts with local authorities.

<#t>|"10.1 You may find it necessary to retain an attorney to review the real estate lease or sublease, the franchise documents, or to assist in forming a corporation, partnership, or limited liability company. You may also retain an accountant for advice in establishing and operating your franchise business and filing necessary tax forms and returns.

<40t>[1 1.1 We require you to obtain and keep in force the following insurance coverages on a primary non-contributory basis, with us and our affiliates named as an additional insured on each policy:

(a)       Property Insurance. Property insurance for all of your goods, fixtures, furniture, equipment, and other personal property located on your Store premises providing insurance for 100% of the full replacement cost against loss or damage from fire and other risks normally insured against in special cause of loss coverage. You will also maintain business income and extra expense coverage to cover loss of income and extra expenses for at least one year.

(b)      Liability Insurance. Liability insurance on an occurrence basis, insuring against all liability resulting from damage, injury, or death occurring to persons or property in or about your Store premises (including products liability insurance and broad form contractual liability coverage), the liability under this insurance to be at least $1,000,000 for one person injured, $1,000,000 for any one accident, and $1,000,000 for property damage.

(c)       Workers' Compensation and Employers' Liability Insurance. You must maintain and keep in force all workers' compensation insurance on your employees that is required under applicable workers' compensation laws of the state where your Store is located. You must also maintain and keep in force employers' liability insurance on your employees, with liability limits of no less than $100,000 per accident for bodily injury by accident, and $100,000 per employee for bodily injury by disease, with no less than a $500,000 policy limit for bodily injury by disease.

(d)      Other Insurance Policies. Any additional insurance policies that a prudent franchisee in your position would maintain or as we reasonably require.

Your real estate lease may also impose requirements for insurance coverage in addition to the requirements that we impose. The chart contains the estimated cost of required insurance coverage for a 3 month start-up period; however, the cost of insurance varies, depending upon the insurance company you select, lease requirements, variances in the cost of insurance from city to city and state to state, and other factors. Whether or not amounts paid for insurance premiums are refundable will be determined by individual insurance carriers and the terms of the insurance policies.

<44?>[12.] As of the date of this Offering Circular, we <requiro you to use Sharp ERC UP700 Roginterfl with DataCnrp Modems and SkanTalk I.iconr.en as tho>[have designated the Treatwarel point of sale [software ]svstem <in your Store.In addition, wo currently require you to ur.o a>[bv Innovative Computer Systems. Inc. ("ICS"^ andl Dell Optiplex 170L <Cnmputer>[Computers] with Windows XP Professional, <PCAnvwhcro>[PC Anvwherel 11.5 Software and a Dell Photo Printer -A<922 in the operation of vour Store>[922. as the required point of sale and computer system for

use in vour Store.__The Dell Computers also act as vour registers, operating with the ICS

Treatware software. We estimate that the initial cost of this POS software and computer system is from S3.500 to $4.500. In addition to this initial cost, vou will he required to pav to ICS or its designee a monthly maintenance and suhscriher fee of from S65 to S75.1 We also currently require

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that you have wireless Internet access in your Store premises for use by your customers and [in order lto submit reporter for vnur Store], including Gross <Revonuo>rRevenues1 reports and financial statements, <for your Store >to us electronically!-. and to allow us to access information directly from vour POS svsteml. We also require you to establish and maintain a valid email address and authorize us to communicate with you by that method at the address. The initial cost for wireless Internet installation is approximately $150 with a subscription rate of $200 per year or more, depending on <the>[vour] service provider!-. and these fees are not included in the $3.500 to $4.500 initial costs described above in this Note 11. though thev are included in the ranges in the table]. See Item 11 of this Offering Circular for more information on our right to require you to purchase, install and use computer hardware and software in the future.LJ

<42r>[LL] This amount represents the range of your initial start-up expenses over the first 3 months of operation for a single Store or your first Yovana Store under the Development Agreement. These figures include estimated payroll costs. However, they do not include the salary for the store manager, on the assumption that you will manage the store. The figures also do not include inventory. These figures are estimates and we cannot guarantee that you will not have additional expenses starting your business. Your costs will depend upon factors such as how well you follow our methods and procedures; your management skill, experience, and business acumen; local economic conditions; the time of the year your Store is opened; the demand for specialty food, treats and snack goods and services in your area; the prevailing wage rates; competition; and the sales level reached during the initial period.

<44r>ri4.1 This total is an estimate of your initial investment for the development of a Yovana Store under the single unit franchise or your first Yovana Store under the Development Agreement. These amounts, however, may vary considerably depending on the specific location of your Yovana Store.

If you are a multiple unit franchisee, the total initial investment for your second and each <subsoqucmt>radditinnan Yovana Store you develop under the Development Agreement may be higher than the above estimate due to inflation and other economic factors. In addition, if you enter into the Development Agreement, you must pay a one-time Development Fee to us of up to $10,000 or more for each Yovana Store to be developed under the Development Agreement. The Development Fee is in addition to the total initial investment of your first Yovana Store to be developed under the Development Agreement.

<44t>[15.] If you are converting an existing TCBY Store to a Yovana Store, you may not incur all of the expenses listed on this table. While conversion costs will vary depending on the type and condition of the facility being converted, we estimate that the conversion of a Traditional TCBY Store to a Yovana Store will range between $75,000 and $175,000 or more. The above ranges include the costs of training, travel and living expenses for orientation and training programs, equipment, leasehold improvements or building and construction costs, construction consultation services, building plans, opening assistance, training inventory, opening inventory and attorneys' fees, but do not include any additional funds.

ITEM 8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Purchases of Yovana Products and Other Items

Yovana fresh yogurt, and TCBY brand soft-serve and hand-dipped frozen yogurt and other branded products are distinctive as a result of being specially produced pursuant to secret formulae and processes; these products are, in the mind of the public, inextricably interrelated with the Marks; and the reputation and goodwill of Yovana and TCBY Stores is based upon, and can be maintained only by, the

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sale of these products. Therefore, your Store will only prepare and offer for sale [menu items usjng ]Yovana brand yogurt and TCBY brand frozen desserts or other products, or other products of another brand licensed to <the Company>[a&] for use and distribution by <the Company>[ujj and <*te>lourl franchisees, which, in <tho Company'o>[&ux] opinion, meet <tho Company'g>[m] high standards and specifications. These Yovana <and TCBY >brand products are currently only produced by certain manufacturers approved and designated by <theCompony>[yg], including Americana ("Manufacturers"). <The Company rcserves>r\Ve reservel the right to appoint substitute or additional manufacturers, but is not required to do so. Manufacturers then sell Yovana< and TCBY> brand products to our authorized distributors ("Distributors"), and you must purchase these products from them.

Until November, 2002, Americana was an Affiliate of <tho Company>[ua]t but Enterprises, <the-Cnmpanv,a>[our3 parent at the time, sold its interests in Americana and, although Americana remains <tho Company' s>[jmrj approved Manufacturer, Americana is no longer an Affiliate of <tfee-Company>[uesJ.

<Thc Company estimates that the ooot of your Yovana yogurt and your TCBY brand frozen dofwortn and other produotn will approximate 30% to 50>f We estimate that the cost of purchase or leases, in accordance with our specifications will represent annrnximatelv 30% to 451% of your Store's total operating expenses and <less than 5>[10% to 401% of your initial costf. depending on how many designated and approved distributors, suppliers, vendors and manufacturers vou use or are required to use!. See Item 7 for an estimate of your initial investment.

We or our Affiliates may also license with various packaging manufacturers or distributors to produce branded or proprietary paper products that you must purchase for your Store. These products are then sold to Distributors for sale and distribution to Yovana Stores and other Yovana Retail Outlets. Distributors sell the products described above to all Yovana Retail Outlets. Distributors charge the same prices to you and other franchisees, our Affiliates and us, although the charges may vary based on location and quantity ordered, and we and our Affiliates may receive rebates on purchases from Distributors as described below. Except for coffee products, certain products or ingredients that we designate periodically as locally provided, and certain items of equipment and supplies available through Bintz Equipment Co. ("Bintz") (as< further> described below in this Item 8), you must purchase from Distributors all of your Yovana Products and all other food and Yovana branded items specified in the Operations Manuals or other franchisor communications.

You must purchase and offer from your Store coffee products that meet our standards and specifications. We currently anticipate designating regional, high-quality coffee roasters or suppliers as suppliers of coffee products and services that meet our standards and specifications. You must obtain all of your whole bean, ground roasted coffee blends and other coffee products and services from the coffee supplier we designate and approve for your Store.

Except for certain items that Bintz makes available to you for purchase, such as small wares, small equipment and promotional materials (as< further> described below in this Item 8), Distributors are the only supplier licensed to distribute packaging, serving containers and other soft goods supplies displaying the Yovana Marks, and you must purchase these items from Distributors.

In operating your Store, you must use only the soft goods, small wares, utensils, cleaning supplies, novelty items and other miscellaneous items that we require and have been approved for Yovana Stores, as meeting our specifications and standards for quality, appearance, function and performance. Except as stated in the paragraph above, you may purchase these items from any supplier who can satisfy our standards and specifications. All standards and specifications will be contained in

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the Operations Manuals and other written or electronically transmitted materials that we or our Affiliates furnish to you.

We and our Affiliates participate in a nationwide marketing program sponsored by Coca-Cola Fountain or its affiliates. You must participate in the program and purchase only Coca-Cola post-mix soft drink products and certain other beverages and products required under this Coca-Cola program, including Dannon bottled water, for use at your Store. You may purchase these required Coca-Cola products from any authorized Coca-Cola distributor. Coca-Cola Fountain or its affiliates currently pays us or our Affiliates amounts based upon purchases by each franchisee. These funds may be used to develop and implement marketing and promotional activities designed to benefit the entire system of Yovana Stores, and to increase the sale of Coca-Cola products at all stores. Amounts received by us or our Affiliates from Coca-Cola Fountain or its affiliates will not reduce the payments you must make to us as marketing fee payments under the Franchise Agreement.

During <3QMr>r2005.] we and our Affiliates recognized approximately $<15TO73.O0O>[13rftO9.OO0] received from suppliers and vendors, including Coca-Cola Fountain and its affiliates, based upon arrangements for purchases by us, our Affiliates, and our and their respective franchisees and licensees, and/or referrals from us or our Affiliates of franchisees and licensees to suppliers and vendors[ (excluding amounts received hv our Affiliates for purchases of required cookie hatter bv Great American Cookie Comnanv franchisees^ This amount represents approximately <43^6>[14.6]% of MFFB and its subsidiaries' total revenues for <20047>[2Q2&]

We and our Affiliates had the right in the past, and we and our Affiliates have the right in the future, in addition to the amounts received from suppliers and other vendors as described above in this Item 8, to receive rebates or other payments from suppliers and other vendors, based (directly or indirectly) on sales to you and other franchisees, and company-owned stores, and from other service providers. These payments have ranged or may range from less than 1% to up to 15% or more of the amount of those purchases by you and other franchisees. We do not negotiate purchase arrangements from suppliers or service providers for the benefit of you and other franchisees, although we will use our best efforts to obtain favorable pricing for the entire system. We do not participate in any formal purchasing or distribution cooperatives.

Location of your Store: Real Estate Lease

You must locate a site for your Store that is approved by us, and you may not sign a lease for the site until we have given our approval in writing. When you sign your lease, we may also require that you and your landlord sign a Lease Addendum in the form included in Exhibit 8 of this Offering Circular. We approve locations on a case-by-case basis, considering items such as size, appearance, and other physical characteristics of the site, demographic characteristics, traffic patterns, competition from other businesses in the area (including other Yovana Retail Outlets) and other commercial characteristics, such as purchase price, rental obligations and other lease terms.[ In certain circumstances, vou mav he able to lease a site from one of our Affiliates, hut vou are not required to sublease premises from anv of our Affiliates. In that case, vou must enter into a Sublease Agreement with the Sublessor. Rent received under a Sublease Agreement is passed through to the landlord. Neither we nor our Affiliates recognize revenues as a result of a sublease arrangement.]

Development of vour Store

You must construct and develop your Store. We will furnish you with prototypical plans and specifications for your Store, including requirements for exterior and interior materials and finishes, dimensions, design, image, interior layout, decor, fixtures, furnishings, equipment, color schemes and

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signs. You must develop your Store in accordance with these plans and specifications. You must prepare all required construction plans and specifications to suit the shape and dimensions of your site and to ensure that the plans and specifications comply with applicable ordinances, building codes and permit requirements and with lease requirements and restrictions. Your construction plans must be based on the prototypical plans and specifications. You must submit construction plans and specifications to us for our approval before you begin construction of your Store, and you must submit all revised and "as built" plans and specifications to us during the course of construction. We may, but are not obligated to, furnish you with a list of designated architects, builders and/or other providers that are familiar with the Yovana system and our standards and specifications. Although you are not required to use any of these designated providers, you may receive assistance or realize cost savings by doing so that may not otherwise be available to you.

Fixtures. Furnishings. Equipment and Signs

In developing and operating your Store, you must use only the fixtures, furnishings, equipment (which <may->include computer hardware and software, as< further> described in Item 11) and signs that we require and have approved as meeting our specifications and standards for quality, design, appearance, function and performance. You may only display at your Store the signs, emblems, lettering, logos and display materials that we approve in writing. We have the right to install all required signs at the Store premises at your expense, although our current practice is to allow you to install the signs. You may purchase these items from any supplier who can satisfy our standards and specifications. All standards and specifications will be contained in the Operations Manuals and other materials we furnish or make available to you. Currently, we have designated Bintz as an equipment and smallwares supplier that meets our standards and specifications. Bintz offers equipment and smallwares to our and our Affiliates' franchisees. You are not obligated to purchase equipment or smallwares from Bintz. In some instances, however, Bintz may be the only source of supply for certain items of equipment and smallwares that satisfy our standards and specifications.

system bv ICS. and Dell OptinleY 170L Computers with Windows XP Professional. PC Anywhere 11.5 Software and a Dell Photo Printer - A922. as the required point of sale and computer system for use in vour Store. See Items 7 and 11 for more information. While vou mav obtain this

with one or more vendors to provide discounts or incentives that mav reduce vour cost of purchasing the equipment. We will provide vou with details on anv discount or preferred provider program as part of our process for approving plans for constructing or remodeling vour Store. 1

Standards and Specifications: Suppliers

We have developed and have the right to modify, in the future, our standards and specifications based on our commitment to provide Yovana Products of the highest quality and to protect and enhance the value of the Yovana System and Marks. In developing and operating your Store, you will use many supplies ("General Supplies") other than the food items to be incorporated into Yovana Products and the trademark-bearing soft goods, smallwares and equipment. The Operations Manuals contain standards and specifications for many of the supplies that you will use. Standards and specifications for Yovana Products and the food items to be incorporated into these products are not available to you since these constitute our trade secrets. [J

If you wish to use General Supplies in your Store that are different from the General Supplies specified in the Operations Manuals, you may request from us a detailed breakdown of the specifications we require for the item. You may then submit to us the details and specifications of any substitute item

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or supply you propose to use. We will evaluate the proposed substitution and advise you within 90 days of your submission if the substitute item is acceptable to us. We do not charge any fee for evaluating substitute suppliers proposed by you.

As ^further >described above in this Item 8, we have approved Americana, Distributors, Bintz and Coca-Cola as the only approved suppliers of certain items based on our or our Affiliates' evaluation of their price terms and their ability to meet our strict quality standards. We have no procedures for you to propose alternative suppliers of these items. In addition, we will not approve any other suppliers of these items unless we terminate our relationship with one of the approved suppliers identified above. We will then establish other supplier relationships and will advise you of the new suppliers. Except as disclosed previously in this Item 8, neither we nor any of our Affiliates receive payments from any approved supplier because of transactions between the supplier and you.

We estimate that the cost of required purchases of products, supplies, fixtures, furnishings, equipment, signs and leases from approved suppliers or otherwise will represent 90% or more of your overall purchases of these items in operating your Store.

ITEM 9. FRANCHISEE'S OBLIGATIONS

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

Obligation

Section in Franchise Agreement(l)

Item in Offering Circular

a. Site selection and acquisition/lease

Sections 4.1 and 4.2; falso see Sublease A,ffreem.ent; ]Option

Items 6, 7, 8, 11 and 12

Agreement; Sections 1 and 2B of Development Agreement; Appendix A of Development Agreement

b. Pre-opening purchases/leases

Sections 4.2, 4.3,4.4,4.6 and 7.1 Talso see Asset Purchase Afireepienf;]

Items 5, 6, 7, and 8

c. Site development and other pre-opening requirements

Sections 4.3,4.4,4.5, 7.1 and 7.8; Sections 1 and 2 of Development Agreement; Appendices A and B of Development Agreement

Items 6, 7 and 11

d. Initial and on-going training

Article 5; Sections 5C and 6B of Development Agreement

Items 6, 7 and 11

e. Opening

Sections 4.5 and 4.6; Sections 2A and 5D of Development Agreement; Appendix B of Development Agreement

Items 5, 6, 7 and 11

f. Fees

Sections 3.2,4.6,4.7, 5.1, 5.2, 5.3,

Items 5,6, 7, 11, and 17

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Obligation

Section in Franchise

Agreement(l)

Item in Offering Circular

6.1,6.2,6.3,6.4,6.5,8.2 9.1,9.3, 12.3(g) 13.5, 14.2, 14.6 and 16.2; rSections 1.4.2.5.3.4. Article 4. Article 5. and Sections 123.12.4

and 12.5 of Sublease Agreement:

]Option Agreement; Section 3 of Development Agreement

g. Compliance with System Standards and other standards and policies/operating manual

Article 4 and Sections 5.1, 5.2, 7.1, 7.2,7.3,7.4, 7.5, 8.1, 8.2, 9.3 and Article 10; Section 2 of Development Agreement

Items 6, 7, 8, 11, 13, 14,15, and 16

h. Trademarks and proprietary information

Section 4.7, Article 10 and Sections 12.3(1), 13.1(d), 14.3 and 14.4; see also f Article 7 of Asset Purchase

Agreement and Option Agreement; Sections 1A and 5E of Development Agreement

Items 8, 13,14, and 17

i. Restrictions on products/services offered

Sections 2.1, 7.1, 7.3, 9.3 and 10.7

Items 1,8, 14, and 16

j. Warranty and customer service requirements

Sections 4.1,4.2(d), 5.3, 7.1, 7.5, 15.2 and 15.6; Acknowledgment Addendum to Franchise

Purchase Aereementl

Item 11

k. Territorial

Development and Sales Quotas

None; Sections 1 and 2 of Development Agreement; Appendices A and B of Development Agreement

None

1. Ongoing

product/service purchases

Sections 4.4 and 7.1

Items 8 and 11

m. Maintenance, appearance and remodeling requirements

Sections 3.2, 4.4, 4.6, 7.1, 9.3 and 14 3F: Article 2 and Article 8 of Sublease Agreement]

Items 11, 13, and 17

n. Insurance

Sections 4.5(e), 7.9 and 14.5(e)fc_

Items 6, 7 and 11

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Obligation

Section in Franchise Agreement(l)

Item in Offering Circular

Article 8 of Suhleas

o. Advertising

Sections 4.6, 7.1, Article 9 and Article 10

Items 5, 6, 7,11, and 13

p. Indemnification

Sections 7.8,10.5 and 15.6; Section 5.3 and Exhibit B of Option Agreement; Section 7 of Assignment, Assumption and Consent; Section 5F of Development Agreement^ : Sections 2S(a\. 3.4. 6.7. 6.9 and S.I

flf Sublease Agreement; Sections

7.3 and 7.4 of Asset Purchase

Item 6

q. Owner's participation/ management/staffing

Sections 5.1, 7.1, 7.2, 7.7, 7.8 and 13.5; Sections 5A-C of Development Agreement

Items 11 and 15

r. Records and reports

Sections 7.1, 7.4, 7.6, 7.7, 8.1 and 10.4; Section 2B of Development Agreement

None

s. Inspections and

audits

^____ ______

Sections 7.5 and 8.2f

Item 6

t. Transfer

Section 4.7, Article 12 and Section 13.1(b); rArticle 11 of Sublease Agreement: Section 8.1 of Asset Purchase Agreement: lsee also Option Agreement, Assignment, Assumption and Consent and Term Pre-Purchase Addendum; Section 6 of Development Agreement

Item 17

u. Renewal

Section 3.2; Renewal Addendum

v. Post-termination obligations

Sections 6.5, 7.8, 8.1 8.2,10.8,11.2 and 12.3(1), Article 14, Section 15.6, Article 16 and Article 18; Section 9 of Development Agreement^ Sections 2.5(al 3.2.3.3.3.4. 6.7. 6.9. 8.1 and 13.12 of Sublease Agreement: Sections 7.3. 7.4 and 8.10 of Asset Purchase

Item 17

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Obligation

Section in Franchise

Agreement(l)

Item in Offering Circular

w. Non-competition covenants

Article 11 and Sections 12.3(j) and 12.5(c)

Item 17

x. Dispute resolution

Article 16 and Sections 17.1, 17.2, 17.3, 17.4,17.5,17.6 and 17.7; Section 7.2 of Option Agreement; Section 7 of Development Agreement

Item 17

(1) Unless otherwise noted, Section references are to the Franchise Agreement. You do not enter into the Development Agreement unless you are granted a multiple unit franchise.

ITEM 10. FINANCING

<We do not offer, either dircotly or indirectly, any financing to you. Wo are unable to estimate whether you will be able to obtain finanoing for any or all of your investment and, if so, the terms of the financingMExcept as described below, neither we nor our Affiliates offer direct or indirect

financing to franchisees.___Neither we nor our Affiliates guarantee anv

obligation which vou mav enter into or incur.1

;d in Item 6 of this Offering Circular, one of our Affiliates (soi

'Sublessor"! mav sublease the premises for vonr Store to vou.

Offering Circular. If vou are an Entity, the Sublessor has the right to require that each of vour Entity Owners guaranty payment and performance of vour obligations under the Sublease Agreement hv signing a Guaranty in the form attached to the Sublease Agreement.]

[You must pav rent and other amounts due under the Sublease Agreement in the same amounts as the rent and other amounts due from the tenant under the Master Lease of the premises from the landlord (Article 1 and Article 4 of the Sublease Agreement. Vou must always nav us or the Sublessor, as directed hv the Sublessor, the full amount of all rental payments due. You mav not deduct anv amount for anv claim vou mav have against us. the Sublessor or anv of our other Affiliates. The rent due will vary with the location of the premises, and neither we nor our Affiliates can estimate that amount. Typically, monthly rental payments will be based on factors such as the current market value of similar properties, the perceived market value of vour Store based on its location and traffic patterns, sales volumes, and so forth.l

[The Sublessor has the right to require vou to pi Agreement (Section \A(c\ and Section 5.1 of the Sublease Agreements deposit will he the equivalent of one month's rent.]

ler the Sublease Typical;

[The Sublease Agreement does not cnntaii

myment penalties.]

flf vou do not make vour rental payments within 10 davs of the due date or if vou commit another breach of the Sublease Agreement or the Master Lease and do not remedy the breach within the time periods specified in the Sublease Agreement, the Sublessor has the right to re-enter the premises and relet the premises either with or without terminating tl

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and the Sublessor has the right to sue vou to collect anv unpaid rent or other amounts di

12.2 of the Sublease Agreement.___The Sublessor can collect our costs of enforcement and

collection, including court costs and attorneys' fees (Section 13.2 of the Sublease Agreements The

Sublessor also has the right to charge a $100 late fee for each delinquent payment fSectioi

the Sublease Agreements Tn addition, late payments will hear interest fr

at a rate equal to the lesser of the highest applicable legal rate for open account husii

1.5% per month (Section 12.3 of the Sublease Agreement^.!

[Your breach of the Sublease Agreement and loss of possession of the premises is also a default under the Franchise Agreement and would permit us to terminate the Franchise Agreement (Section 13.1 ffl of the Franchise Agreements

[Tn Section 8.7 of the Sublease Agreement, the Sublessor and vou mutually waive vour respective rights of recovery against each other and the "Related Parties" fas defined in Section 2.5(al of the Sublease Agreement for losses or damage insured against under the insurance required to be maintained under Article 8 of the Sublease Agreement, even if the loss or damage is caused bv negligence.1

fin Sections 12.5 and 12.6 of the Sublease Agreement, vou waive anv right to claim that certain actions hv the Sublessor, such as making payments on vnnr behalf to cure a default, the Sublessor's waiver of a previous breach, or the Sublessor's course of conduct in accepting rental payments or partial rental payments during periods of default constitute a waiver of anv of the Sublessor's legal rights. Even though vou make a payment to us or our Affiliates accompanied hv a statement that acceptance of the payment will constitute an accord and satisfacth amount due, we or our Affiliates mav accent the payment without the payment h< an accord and satisfaction and without waiving anv of the Sublessor's rights to recover the balance of anv amount due or to pursue other remedies for vour breach of the Sublease Agreement.!

fNeither we nor our Affiliates have anv oast or present practice or intention to sell, assign or discount all or nart of anv financing arrangement to anv third partv! Neither we nor our Affiliates receive <paymont for the plaoing of financing. We do not have any present practice or intent to assign to a third party any instrument signed by you. No contracts or investments oontain a waiver of defenooG or similar provisions.We do not guarantee vour notca. leases or other obligations>[anv payments for the placement of financing.!

ITEM 11. FRANCHISOR'S OBLIGATIONS

Except as described below, neither we nor our Affiliates need provide any assistance to you.

Before Opening:

Before you open your Store, we or our Affiliates will:

1. We will approve or disapprove a site proposed by you for your Store within a reasonable period of time determined by us. We are not obligated to approve or disapprove a site within any specified time period. You must have selected the site for your Store and obtained our approval for the site before signing the Franchise Agreement. We may refer you to a recommended broker in your geographic area to assist you in finding a site, although you are not required to use the broker. In evaluating a proposed site, we may inspect the site and may consider a variety of factors, including demographic characteristics, traffic patterns, parking, character of the neighborhood, competition from other yogurt, smoothie, treat and snack food outlets in the area, the proximity to other businesses

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(including other Yovana Retail Outlets), the nature of other businesses in proximity to the site and other commercial characteristics (including the purchase price, rental obligations and other lease terms for the proposed site), and the size, appearance and other physical characteristics of the proposed site (Franchise Agreement, Section 4.1). Our approval of a site and any information given to you regarding proposed sites do not constitute an express or implied representation or warranty of any kind as to the suitability of the proposed sites for your Store or for any other purpose. Our approval indicates only that we believe that the particular site falls within our criteria as of the time period encompassing the evaluation. Application of site criteria that have been effective for other sites may not be predictive of the potential for any specific site and after our approval of a site, demographic and economic factors, including competition from other yogurt, smoothie, treat or snack food businesses, included in or excluded from our site criteria could change, altering the potential of a site. The uncertainty and instability of the factors included in these criteria are beyond our control, and we will not be responsible for the failure of a site approved by us to meet expectations as to potential revenue or operational criteria (Franchise Agreement, Section 4.1). If we are unable to agree on a site, we may terminate the Franchise Agreement. Your Store must be open for business within 180 days after the Franchise Agreement is signed (Franchise Agreement, Section 4.5). If you enter into a Development Agreement, it is solely your responsibility to locate and obtain sites within your Development Area that comply with our site selection criteria and receive our consent.

2. [One of our Affiliates will sublease vour Store site to vou or assign an existing lease for the site to vou if the site approved bv us for vour Store is a site currently being operated hv our Affiliates as a Yovana Store and vou purchase the assets of that store, as explained in Ttem 5 of this Offering Circular. The terms of the Sublease Agreement are explained in Ttem 6 of this Offering Circular, under Note 8. and in Ttem 10 of this Offering Circular. If one of our Affiliates elects to assign an existing lease to vou. vou must obtain the release of our Affiliate fw under the lease, and the lease must comply with the requirements in the Franchise third party leases generally (Franchise Agreement. Section 4.2fbtt. If one of our Affiliates is not currently leasing the site, vou must negotiate an acceptable lease for the site from an independent third party, obtain our approval of the lease, sign the Lease Addendum attached as Exhihir. 8 to this Offering Circular, and obtain vour landlord's signature on the Lease Addendum, unless we agree to waive this requirement in writing (Franchise Agreement. Section 4.2(att. Neither we nor anv of our Affiliates own the real property of anv existing Yovana Stores.!

[2* ]If you are developing a new Yovana Store, we will provide you with prototypical plans and specifications, including requirements for exterior and interior materials and finishes, dimensions, design, image, interior layout, decor, fixtures, furnishings, equipment, color schemes and signs. We will provide these materials to you following your signing of the Franchise Agreement (Franchise Agreement, Section 4.3(a) and Item 8 of this Offering Circular).

<^>[4J          We will provide you, through the Operations Manuals and other materials to be

furnished or made available to you after you sign the Franchise Agreement, the standards and specifications for the fixtures, furnishings, equipment (which may in the future include computer hardware and software) and signs that we require and have approved as meeting our specifications and standards for quality, design, appearance, function and performance and which you must use (Franchise Agreement, Sections 4.4 and 5.2 and also Item 8 of this Offering Circular). At our option, we will furnish or make available to you these items in the form of paper copies, electronic copies on computer diskette or CD Rom, or electronic copies accessed through the Internet or other communication systems.

<4r>[fL]          We will approve or disapprove a plan for the Grand Opening Program for your

Store that you submit to us. In addition, we will approve or disapprove all materials used in connection

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with the Grand Opening Program, as explained in Item 5 of this Offering Circular (Franchise Agreement, Section 4.6).

Training

< >          You may not attend training until you have signed your Franchise Agreement. We will

provide an initial training program for you (or if you are an Entity, for one of your Entity Owners) and for your initial store manager (if different from you). You (or one of your Entity Owners) and any manager of your store must successfully complete all phases of our training program. fAII of vonr training attendees (including vou and anv Entity Owners or proposed managers^ must he sufficiently proficient in the English language to successfully complete our training program (which we offer only in the English language^. to adequately communicate and correspond with us and vour employees, customers, manufacturers, suppliers, vendors and distributors, and to effectively fulfill their responsibilities to manage and/or oversee the management of vour Store. ]A11 training occurs at our classroom facility and training kitchen located in Salt Lake City, Utah, or any other location designated by us. The training course for Yovana Franchisees is offered about once each month and lasts 10 days, with 9 days of instruction and one day of free time, which may include touring our franchisee support center and other facilities. In addition to the training described below, a typical trainee will spend between 6 and 10 hours during the course on recommended homework. We distribute training materials, which include our Operations Manuals and laminated job aids, at various times during the training course. One of our Affiliates or an existing franchisee may also make an optional (or in the future a mandatory) 7-10 day in-store work experience available to you at its Yovana Store. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you a fee for any in-store work experience you attend, but we have the right to do so in the future. In the case of a proposed Transfer, we will provide training to the proposed transferee and its attendees at our training facility in Salt Lake City or any other location we designate. IThe transferee and its attendees must attend training before a proposed Transfer is completed, and before thev can assure operations of the transferring Yovana Store. ]The proposed transferee and its attendees may also be given the option of attending, or in the future required to attend, an in-store work experience at the Store being transferred. Currently, neither we or our Affiliates, nor the host franchisee plan to charge you or your transferee a fee for any training we provide or for the in-store work experience, but we have the right to do so in the future.

If you are a Conversion Franchisee, you (or if you are an Entity, one of your Entity Owners) and your initial store manager (if different from you) must attend a training program that is customized by us to fit your individual training needs. This customized training program, which includes a prescreening test as previously explained above, generally runs for about 6 days and covers various topics outlined in the Yovana training program. The cost of attending a customized Yovana training program is estimated in Item 7.

The training program includes instruction <rolating to>[about] equipment usage, costs and cash control, food preparation, customer service, employee scheduling and methods of controlling operating costs. Training covers the management role and each job function of hourly employees. The training program is conducted under the supervision of Ms. Lori Maher, who has at least 5 years experience with <the Company>[flsJ in operations or training. Other employees of <the Company>[nsJ may also participate in providing and conducting aspects of the training program. The training program breaks out as follows:

Subject

Time

Materials

Classroom or

Training

Kitchen"*"

Instructor

Introduction to Franchise

1.5 hours

Handout

1. 5 hours

Company Trainer

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Subject

Time

Materials

Classroom or

Training

Kitchen"2'1

Instructor

Training

Introduction to Operating Manual

.5 hours

Manuals

.5 hours

Company Trainer

Human Resources

1 hour

Manuals

1 hour

Company Trainer

Taylor Machine

6.25 hours

Manuals

6.25 hours

Company Trainer

Product Handling/ Equipment

2 hours

Manuals

2 hours

Company Trainer

Opening Procedures

1.25 hours

Manuals

1.25 hours

Company Trainer

Menu Item Preparation

7 hours

Manuals

7 hours

Company Trainer

Closing Procedures

.75 hours

Manuals

.75 hours

Company Trainer

Store Operations*1'

15 hours

Manuals

15 hours

Company Trainer

Financial/P&L/ Reports

1 hour

Manuals

1 hour

Company Trainer

Yogurt Preparation

4 hours

Manuals

4 hours

Company Trainer

Distribution/ Placing, Receiving Orders

1.5 hours

Manuals

1.5 hours

Company Trainer

Inventory/ Flavor Scheduling/ Waste

1.5 hours

Manuals

1.5 hours

Company Trainer

Customer Service

2 hours

Manuals

1.5 hours

Company Trainer

Marketing

1.5 hours

Manuals

1.5 hours

Company Trainer

(1) The category "Store Operations" encompasses many of the other categories individually listed. Due to the nature of store operations, it is difficult to break down the in-store time more specifically. This category includes hands-on experience in our training kitchen to apply and build upon classroom subjects covering all aspects of store operation from opening to closing.f

L2) fAnprmrimatelv 34 of these hours are spent conducting hand-on training in the Training Facility "Store/Kitchen" setting.__The remaining hours (approximately 12^ consist of

We provide training for you (or one of your Entity Owners, if you are an Entity) and the initial store manager (if different from you) free of charge; however, you must pay all travel and living expenses incurred during the training program. Store manager training is mandatory and must be completed before store opening. All training must be completed to our satisfaction and must be completed no more than 60 days before the opening of your Store. In rare cases, we may in our sole discretion, agree to provide training on-site. If we do so, we may charge a reasonable fee to cover our costs of providing any on-site training, including living expenses for our employees or agents who provide the training. Replacement store managers must also complete the initial training; however, you may be required to pay a tuition fee for that training, as explained in Item 6 of this Offering Circular (Franchise Agreement, Section 5.1). Replacement store managers are also responsible for living and travel expenses during training. Under no circumstances should you permit your Store to be managed by a person who has not been certified by us as having completed all phases of our training program to our satisfaction (Franchise Agreement, Section 5.1).

Training Requirements Under Development Agreement.

In addition to the training required under each Franchise Agreement, if you enter into the Development Agreement, your Development Area Manager and Development Area Owner/Operator (as those terms are defined in Item 15) must attend and complete to our satisfaction our training program,

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assuming they have not already done so. You must pay our then current training tuition and the salaries, fringe benefits, travel costs and expenses, and related costs for any Development Area Manager or Development Area Owner/Operator who attends our training program. At all times during the term of the Development Agreement, your Development Area Manager and Development Area Owner/Operator must be an individual or individuals who have attended and successfully completed to our satisfaction our training program. All new Development Area Managers and Development Area Owner/Operators must go through our training program before assuming their supervisory and management responsibilities.

During Operation:

During the operation of your franchised business, we or our Affiliates will:

1.        Loan you one copy of our operating standards and procedures manual in one or more volumes (collectively the "Operations Manuals"), as described in Section 5.2 of the Franchise Agreement. We have the right, at our option, to furnish or make available to you the Operations Manuals in the form of a paper copy, an electronic copy on computer diskette or CD Rom, or an electronic copy accessed through the Internet or other communication systems. The Operations Manuals will contain mandatory and suggested specifications, standards and operating procedures that we require for your Store and information about your other obligations. We may modify the Operations Manuals to reflect changes in the image, specifications, standards, procedures, Products and "System Standards" (as defined in Section 1.2(n) of the Franchise Agreement and discussed in Section 7.1 of the Franchise Agreement). However, we will not make any addition or modification that will alter your fundamental status and rights as a franchisee. The Operations Manuals are confidential and will remain our property. You may not copy any part of the Operations Manuals, either physically or electronically. If your copy of the Operations Manuals is lost, destroyed or significantly damaged, we will provide you with a replacement copy, at our then applicable charge (Franchise Agreement, Section 5.2). The Tables of Contents of the Operations Manuals and the number of pages devoted to each subject as of <October 4r>[December 31.] 2005, as well as the total number of pages in the Operations Manuals, are included in Exhibit <W>[UJ to this Offering Circular.

2.        Provide training for any replacement store managers, as explained above (Franchise Agreement, Section 5.1).

3.        Furnish you guidance and operating assistance, at your request, about (a) methods, standards, specifications and operating procedures to be utilized in your Store; (b) purchasing required fixtures, furnishings, equipment, signs, materials, supplies, Yovana Products; and (c) advertising and promotional programs. Although we do not have an obligation to do so, we may advise you of operating problems of your Store that come to our attention. We may furnish or make available this guidance and assistance in the form of references to the Operations Manuals, bulletins and other written materials, electronic computer messages, telephonic conversations or consultations at our offices or at your Store. We will not be liable to you or any other person, and you waive all claims for liability or damages of any type (whether direct, indirect, incidental, consequential, or exemplary), on account of any guidance or operating assistance offered by us, except if caused by our gross negligence or intentional misconduct. We will make no separate charge to you for the operating Assistance and >guidance we customarily provide to you and our other franchisees generally. Occasionally, we may make special assistance programs available to you, however, for which you must pay the daily fees and charges that we establish (Franchise Agreement, Section 5.3).

4.        Provide you with the System Standards referred to above. We may modify the System Standards periodically and the modifications may obligate you to invest additional capital in your Store

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and to incur higher operating costs. We will not obligate you to invest additional capital at a time when the investment cannot in our reasonable judgment be amortized during the remaining term of the Franchise Agreement (Franchise Agreement, Section 7.1). We may furnish System Standards in the form of references to the Operations Manuals, bulletins and other written and electronic materials.

5. Provide advertising and marketing services to you as explained below.

We and our Affiliates currently utilize point of purchase printed advertising for the sale of Yovana Products, goods and services at Yovana Retail Outlets. We do not currently utilize electronic media such as radio or television. Our advertising is done at the local store level, although the materials used are produced for national distribution at all Yovana Retail Outlets owned and operated by our Affiliates. We may also conduct coupon promotions. In that case, we may require you to accept coupons that are issued by us or our Affiliates and presented at your Store by your customers. You will receive certain compensation for these coupons when you tender them to us in accordance with our System Standards. We typically conduct coupon promotions on a regional basis. We currently use national advertising firms for the production of advertising materials.

We may provide you with copies of advertising, marketing and promotional formats and materials for use in your store, which we have prepared using marketing fees we have collected from Yovana Stores. For example, we may send you posters for use in your Store. You are only required to pay shipping and handling costs for these items or, if you want additional or replacement copies, our direct cost of producing those items together with any related shipping, handling and storage charges. In addition to these items, we may also offer you the option of purchasing other advertising, marketing and promotional formats and materials that we have prepared and that are suitable for use at local Yovana Stores. We may provide samples, copies or information explaining these items to you. For example, we may send you a picture or a single sample of a holiday drink container and give you the option of purchasing quantities of the container from us or one of our Affiliates for use in your Store. If you elect to purchase any of those items from us or our Affiliates, we will provide them to you at our direct cost of producing them, plus any related shipping, handling and storage charges. You must participate in all mandatory promotions and product roll-outs that are agreed upon by the franchisee marketing committee (if the franchisee association has established that committee or one performing a similar function) and us. If you do not place minimum orders of products and other items necessary for a mandatory promotion or product roll-out by a certain date, we have the right to send, or direct suppliers to send, an automatic shipment of a specified minimum quantity of the products and items to you, and you must accept and pay for them upon receipt. All payments for the items described in this paragraph are nonrefundable and cannot be applied against the weekly marketing fees that you must pay to us, as <furthor >described in Item 6 of this Offering Circular and below (Franchise Agreement, Section 9.4).

We are not required to spend any particular amount on advertising in the area in which your Store is located.

You may use advertising materials prepared by you if the materials (a) comply with the requirements of Articles 8 and 10 of the Franchise Agreement, (b) are completely clear and factual and not misleading, and (c) conform to the highest standards of ethical marketing and promotion policies which we have the right to <presoribe>rreauire1. Before use, you must submit to us for approval all press releases and policy statements and samples of all local advertising, marketing and related materials not prepared or previously approved by us. We will not unreasonably withhold our approval. You may not advertise your Store or the Yovana Products over the Internet (or any other form of electronic commerce) or establish a related World Wide Web Site without our prior written consent. In addition, you may only use pamphlets, brochures, cards or other promotional materials offering free Yovana Products if prepared by us, unless otherwise approved in advance by us. However, we will give

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favorable consideration to your use of free product cards developed by you, if the cards clearly state that they may only be redeemed at stores owned by you. If we do not give you written approval of any advertising or other promotional materials within 15 days from the date of receipt by us of the materials, we will be deemed to have disapproved the submission. You may not use any advertising, marketing or related materials that we have disapproved. You must list your Store in the principal telephone directories distributed in your metropolitan area (Franchise Agreement, Section 9.3).

You must pay to us a weekly marketing fee of 5% your Store's Gross Revenues. We have the right, however, as< further> described in Notes 3 and 4 of Item 6 and below in this Item 11, to increase your weekly marketing fee if you fail to spend, or cannot properly document to our satisfaction that you spent, at least 1% of your Store's Gross Revenues on local store marketing during the previous calendar year. You must pay marketing fees weekly by pre-authorized electronic bank transfer, at the same time that you pay continuing fees (Franchise Agreement, Sections 6.3,6.4 and 9.1(a)). Yovana Stores owned by us or our Affiliates in the same market area as you will contribute marketing fees on the same basis as you (Franchise Agreement, Section 9.1(a)). We do not use the weekly marketing fee to solicit franchise sales.

In addition, you must spend a minimum of 1% of your Store's Gross Revenues on local store marketing (Franchise Agreement, Section 9.1). All local store marketing must be done in accordance with the Franchise Agreement, including< without limitation^ Section 9.3. Any costs associated with marketing or related programs required by your lease or sublease will be credited toward your local store marketing requirements. On or before November 30 of each year, you must prepare an annual local store marketing plan for the next calendar year and submit it to us for our approval. In addition, on or before January 30 of each year, you must provide us with a record of your local store marketing for the last calendar year. As <furthcr >described in Note 4 of Item 6, if you fail to spend, or cannot properly document to our satisfaction that you spent, at least 1% of your Store's Gross Revenues on local store marketing during the previous calendar year, we have the right to require you pay to us the difference and to increase your marketing fee during the next calendar year (Franchise Agreement, Section 9.2).

As of the date of this Offering Circular, we do not form, organize, maintain or otherwise make use of advertising cooperatives, nor do we require you to join one (Franchise Agreement, Sections 9.5). We have the right, however, in the future, to form, organize, maintain and otherwise make use of local or regional advertising cooperatives. As< further> described in Item 6 of this Offering Circular, if a local or regional advertising cooperative is formed or organized for the market that includes your Store, we have the right to require you to participate in and contribute to the advertising cooperative an amount of up to 1% of your Gross Revenues. Any amount contributed to the advertising cooperative will be credited as local store marketing. Each Yovana Store located within an advertising cooperative, including Yovana Stores owned by us or our Affiliates, will be a member of the advertising cooperative and have one vote per Store. Each advertising cooperative must adopt written governing documents that meet our approval. A copy of the governing documents for your local advertising cooperative (if one has been established) is available upon your request. The members of each advertising cooperative and their elected officers will be responsible for all administration of the advertising cooperative. Each advertising cooperative will engage the services of a professional advertising agency, public relations firm or similar service that meets with our approval and has expertise in their market. Each advertising cooperative must have an independent CPA prepare quarterly and annual financial statements, which will be made available to us and all Yovana Store franchisees in the advertising cooperative. We have the right to require local and regional advertising cooperatives to be formed, changed, dissolved or merged.

We will administer the marketing fees we collect and direct all marketing programs financed by the marketing fees, and have the right to determine the creative concepts, materials and endorsements used and the geographic, market and media placement and allocation. We have the right to use the

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marketing fees we collect to pay the costs of preparing and producing video, audio and advertising materials; administering regional and multi-regional marketing programs, including purchasing direct mail and other media marketing and employing advertising, promotion and marketing agencies to assist with advertising; and supporting public relations, market research and other advertising, promotion and marketing activities. We have the right, at our option, to use marketing fees to prepare, furnish and/or offer for sale to you advertising, marketing and promotional formats and materials, as< further> described above.

We will account for the marketing fees we collect separately from our other funds, although we are not required to establish a separate marketing fund or bank account for those fees. We have the right to use the marketing fees we collect to defray the salaries, administrative costs and overhead we and our Affiliates may incur in activities related to our marketing programs, including conducting market research, preparing advertising, promotion and marketing materials and collecting and accounting for the marketing fees we collect. On your prior written request made within the first quarter of any calendar year, we will make available to you no later than 120 days after the end of each calendar year, an annual statement of moneys collected and costs incurred for our marketing programs. No independent audit is required in connection with this statement or the marketing fees we collect. We have the right in the future to create a marketing fund to be operated by us or through another form of entity separate from us (Franchise Agreement, Section 9.1(c)). Any marketing fees we collect but do not spend in the fiscal year in which they were accrued will be carried forward to the following fiscal year.

We intend to use the marketing fees we collect to maximize recognition of the Yovana Marks as well as to increase patronage of Yovana Stores. Although we will endeavor to utilize the marketing fees to develop advertising and marketing materials and programs and to place advertising that will benefit all Yovana Stores, we cannot ensure you that our expenditure of marketing fees in or affecting any geographic area will be proportionate or equivalent to the marketing fees paid to us by Yovana Stores operating in that geographic area or that any Yovana Store will benefit directly or in proportion to the marketing fees it pays to us from the development of advertising and marketing materials or the placement of advertising (Franchise Agreement, Section 9.1(d)).

We began collecting marketing fees in July 2005. [In 2005. 100% of the marketing fee contributions were used for production and media placement.!

If you are developing a new Yovana Store, you must also conduct a Grand Opening Program as<-further> explained above in this Item 11 and in Item 5 of this Offering Circular.

In addition to the information provided in this Item 11 about advertising and marketing, you should review the material in Items 6, 8 and 9 of this Offering Circular.

6. <In operating your Store, you must purohaoo and uoe tho number of electronic cash registers necessary for tho aizc of your store. Currently, wo require that you purchase Sharp EPiC UP700 Registers with DataCorp Modems and SkanTalk Liocnses for your point of sale system. We have the right to change the point of sale system in the future. In addition, we have the right to independently aooess tho information and data you collect and gather. We currently require that you have high speed wireless Internet aoooss for use by your customers in tho Store and to submit reports, including Gross Revenue reports and financial statements, for your Store to us olootronically via the Internet.xTr >As of the date of this Offering Circular, we require you to use <a Dell Optiplex 1701 Computor>fthe Treatware point of sale software system hv ICS (Innovative Computer Systems^ as the point of sale system in vour Store. In addition, we currently require vou to purchase and use two Dell Optiplex 1701, Computers] with Windows XP Professional, [PC Anywhere 11.5 Software and "]a Dell Photo Printer - A922 <and PCAnywhero 11.5 Software >in the operation of your Store< in addition to>[. The

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Dell Computers also act as vour registers, operating with the ICS Treatware software. We also currently require that vou have] wireless Internet access <as dor.oribod in Note 6 abovoMin vour Store premises for use hv vour customers and in order to submit reports for vour Store, including Gross Revenues reports and financial statements, to us electronically, and to allow us to access information directly from vour POS system. In addition, we require vou to establish and maintain a valid email address and authorize us to communicate with vou bv that method at the address!. Currently, you may use any Internet service provider^Wo have the right, however, to modify our computer and software requirements and>[ that allows vou to access the Internet. See Ttem 7 for an estimate of the costs associated with the POS software and computer system, and wireless Internet access. We have the right tol require you in the future to purchase, install and user different! computer hardware and software which meet our specifications and standards, as modified by usf. You must purchase, install and begin using anv required computer hardware and software in vour Store within 60 davs of our notice to vou!. You will be allowed to purchase any required computer hardware and software from any supplier who can satisfy our standards and specifications. The principal function of any required computer hardware and software will be to facilitate the reporting requirements under the Franchise Agreement. We have the right to require you, at your sole expense to upgrade any required computer hardware and software<, once established,> to meet our then<->[J current standards and specifications. There is no limitation on the frequency and cost of this requirement. We also have the right to independently access the information and data you collect and gather using any required computer hardware and software.

<&>[24]          If you are developing a new Yovana Store, we estimate that there will be an

interval of between 60 to 180 days between the signing of the Franchise Agreement and the opening of your Store. The interval may vary depending upon factors such as the weather, the location and condition of the site, your ability to obtain any necessary financing and building, zoning or other permits and approvals, construction delays, and so forth. If you are acquiring the assets of an existing Store, the interval between your signing of the Franchise Agreement and opening your Store is typically 30 to 120 days. Also, you may not open your Store for business until: (a) we approve the store for opening; (b) pre-opening training of you and the store personnel has been completed to our satisfaction; (c) the initial franchise fee and all other amounts then due to us have been paid in full; (d) the lease documentation has been signed and all other documentation for development of your Store has been completed; and (e) we have been furnished with copies of all required insurance policies or other evidence of insurance coverage and payment of premiums we require. Subject to your compliance with these conditions, you must open your Store for business within 180 days after the Franchise Agreement is signed or on or before the date specified in any lease or sublease for the Store premises, whichever is earlier (Franchise Agreement, Section 4.5). Because Yovana Franchises are granted for a specific location and the specific location is designated in the Franchise Agreement before it is signed, the Franchise Agreement does not have any provision that addresses the consequences if a site is not agreed upon.

If you are a Conversion Franchisee, the length of time necessary for the conversion of your Traditional TCBY Store to a Yovana Store will vary depending upon the location, type of facility, the amount of work required for the conversion, how soon you can be scheduled for training and other factors. We estimate that it will typically take 1 to 6 months to convert a Traditional TCBY Store to a Yovana Store.

ITEM 12. TERRITORY

Rights Under Franchise Agreement

Franchises are granted for a specific location and are NOT exclusive. You may not operate your Store at any other site without our prior written consent. In addition, you may only offer and sell

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finished, approved Yovana Products over the counter to retail customers from your Store, and may not sell approved Yovana Products or any materials, supplies, or inventory bearing the Yovana Marks at any other location or through any alternative channel of distribution without our prior written consent. Alternative channels of distribution include the operation of a food cart or kiosk, sales through the Internet (or any other form of electronic commerce), and mail order and telephone sales. You may, however, offer and sell approved Yovana Products as part of off-site catering events and may offer samples of approved Yovana Products at any location except directly in front of any other Yovana or TCBY Store.

You may not relocate your Store unless you relocate your Store as a result of condemnation, the exercise of a relocation right by your landlord or for some other reason approved by us in writing (Franchise Agreement, Section 4.7). If you lose the right to possess the premises where you are operating your Store and do not have the right to relocate, we have the right to terminate your Franchise Agreement. Also, as a franchisee, you do not have any right to acquire additional Yovana Stores or franchises.

We and our Affiliates have the right to do the following: (1) franchise, license and/or own and operate Yovana Retail Outlets (including Yovana Stores), TCBY Stores, [Mrs. Fields, Qftkie stores. ]Great American Cookie Company stores, Original Cookie Company stores, Pretzel Time stores, Pretzelmaker stores and Hot Sam Pretzel stores at any locations, including locations near your Store, and on any terms and conditions as we or our Affiliates deem appropriate; (2) sell and license and franchise others to sell Yovana Products and TCBY products and any other products or services under the Yovana Marks and TCBY trademarks, or any trade names, trademarks, service marks, trade dress or other commercial symbols of our Affiliates, through alternative channels of distribution (including Internet, mail-order and telephone sales, the sale of yogurt, frozen yogurt and other products, refrigerated ready-to-bake cookie dough and proprietary batter, dough and other ingredients for making cookies to retail outlets, the sale of refrigerated ready-to-bake pretzel dough to retail outlets, and the sale of frozen yogurt, frozen yogurt mix, premium ice cream and ice cream specialty products to a variety of customers, including hotels, restaurants, clubs, independent ice cream stores, department stores, supermarkets and grocery stores); and (3) franchise, license and/or own and operate businesses (including dessert and snack food businesses) at any locations, including locations near your Store, and on any terms and conditions as we or our Affiliates deem appropriate, or distribute products or services through alternative channels of distribution which are similar to the Yovana Products under trade names, trademarks, service marks, trade dress or other commercial symbols other than the Yovana Marks or those owned by us or our Affiliates. These activities may compete with you.

<Furthcr, >As discussed in Item 1, we or one of our Affiliates may acquire or actively seek to acquire businesses or franchise systems that are. your competitors and those competitors may have locations near your Store, including locations within the same shopping mall. In addition, as discussed in Item 1, we or one of our Affiliates may enter into co-branding arrangements. These activities may compete with you.

We enter into licensing and franchising arrangements with other individuals and entities, granting those individuals and entities exclusive territorial rights which may restrict your rights to locate your Store in certain locations. Any restrictions in effect will be explained to you as part of the site selection process for your Store.

Rights Under Development Agreement

If you enter into the Development Agreement, you are granted the right and license, subject to the limitations described below, to establish and operate for your own account a specific number of

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Yovana Stores at authorized locations within your Development Area. We must consent to each authorized location. During the term of the Development Agreement, we will not establish or license any third party to establish a Yovana Store at any location within your Development Area, except as generally described in this Item 12 and more fully set forth in the Development Agreement.

You are not granted any right under the Development Agreement to sell Menu Items or approved products identified by the Marks: (i) at any location other than the authorized locations within your Development Area; (ii) through any other channels or methods of distribution, including the Internet (or any other existing or future form of electronic commerce); or (iii) to any person or entity for resale or further distribution. In addition, your right and license to develop additional Yovana Stores within your Development Area are conditioned upon your compliance with the "Minimum Development Quotas" set forth in the Development Schedule attached as Appendix B to your Development Agreement. If you fail to meet any of the Minimum Development Quotas, we may terminate your Development Agreement. In lieu of exercising our right to terminate the Development Agreement in that case, however, we may grant you an extension to meet the missed Minimum Development Quota, provided you (i) agree, for the remainder of the term of the Development Agreement, to pay to us our standard, then current initial franchise fee (with no multi-unit discount) on all Yovana Stores you <subaequentlv> [later] develop within your Development Area, and (ii) you immediately pay to us in advance an initial franchise fee for each Yovana Store for which you have not yet paid us an initial franchise fee, but would have if you had met the missed Minimum Development Quota. Even if we grant you an extension, however, we have the right to terminate the Development Agreement if you< subsoquontly> fail to meet the extended Minimum Development Quota or any future Minimum Development Quotas.

During and after the term of the Development Agreement, we and our affiliates have the right, without compensation to you or any other franchisee, to establish or license third parties to establish: (i) Yovana Stores identified by the Marks at any locations outside your Development Area; and (ii) competing businesses, including TCBY Stores, identified by trademarks, service marks, trade names and commercial symbols other than the Marks at any locations both within and outside of your Development Area. <Furthcr>[Tn addition] during and after the term of the Development Agreement, we and our affiliates have the right to offer, sell or distribute, within your Development Area, any frozen, prepackaged items or other products or services associated with the System (now or in the future) or identified by the Marks, or any other trademarks, service marks or trade names, through any distribution channels or methods (as described above in this Item 12), without compensation to you or any other franchisee. Upon the expiration or termination of the Development Agreement, we have the right to issue Yovana Store franchises or operate company-owned Yovana Stores at any locations, as we determine, within and outside your former Development Area, including those near your authorized locations, subject to the restrictions in any Franchise Agreements that we have issued directly to you, which are in effect at the time of the termination or expiration.

ITEM 13. TRADEMARKS

Under the Franchise Agreement, we license you to use the Yovana Marks, as defined in Exhibit 1, in the operation of your Store. The following is the principal Yovana Mark which is pending registration on the Principal Register of the U.S. Patent and Trademark Office:

Mark

Serial No.

Application Date

YOVANA (Stylized)

78637633

May 26, 2005

YOVANA

78570620

February 18, 2005

By not having a Principal Register federal registration for these two principal Yovana Marks, we do not have certain presumptive legal rights granted by a registration.

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In addition, you will use the following principal TCBY trademark which is registered on the Principal Register of the U.S. Patent and Trademark Office:

Mark

Registration No.

Registration Date

TCBY

1,463,784

November 3, 1987

As <further >described in Item 1 of this Offering Circular, as part of the Contributions which took place on March 16, 2004, MFOC contributed certain TCBY Marks to MFFB and, ultimately, to New MFBI, the new owner of the TCBY Marks. Immediately after, New MFBI granted to us a perpetual, fully paid license to use these TCBY Marks.

There are no currently effective determinations of the U.S. Patent and Trademark Office, trademark trial and appeal board, the trademark administrator of any state, or any court, nor are there any pending interference, opposition or cancellation proceedings or any pending material litigation, involving the registered Yovana Trademark described above. There are no agreements currently in effect which significantly limit our rights to use or franchise the use of this Trademark.

Your right to use the Yovana and TCBY Marks is derived solely from the Franchise Agreement and is limited to your conduct of business in compliance with the Franchise Agreement and all applicable standards, specifications, operating procedures and rules that we require. Your unauthorized use of the Yovana and TCBY Marks will constitute a breach of the Franchise Agreement and an infringement of our rights in the Marks. Your use of the Yovana and TCBY Marks and any goodwill established by your use will benefit us and our Affiliates exclusively. The Franchise Agreement does not confer any goodwill or other interests in the Yovana and TCBY Marks on you other than the right to operate your Store in compliance with the Franchise Agreement. All rights in and goodwill from the use of our Marks accrue solely to us and our Affiliates. All provisions of the Franchise Agreement applicable to the Yovana and TCBY Marks will apply to any additional proprietary trade and service marks and commercial symbols that we authorize for use by you in the future.

You must use the applicable Yovana and TCBY Marks as the sole identification of your Store, and you must identify yourself as the independent owner in the manner we require. You may not use any Yovana and TCBY Trademark as part of any corporate or trade name or with any prefix, suffix or other modifying words, terms, designs or symbols (other than logos franchised to you under the Franchise Agreement), or in any modified form, nor may you use any Yovana and TCBY Trademark in performing or selling any unauthorized services or products or in any other manner not expressly authorized in writing by us. You may not use any Yovana and TCBY Trademark as part of an electronic mail address or on any sites on.the Internet or World Wide Web. You may not use or register any of the Yovana and TCBY Marks as an Internet domain name. You must display the applicable Yovana and TCBY Marks prominently at your Store, on supplies or materials designated by us, and on packaging materials, forms, labels and advertising and marketing materials. You must display all applicable Yovana and TCBY Marks in the manner we require, and you must use the registration symbol "®" in using any of the registered Marks and the symbol "" in using any of the other Marks. You must refrain from any business or marketing practice which may be injurious to our business and the good will associated with the Yovana and TCBY Marks or Yovana or TCBY Stores.

We have the right to require you to modify or discontinue use of any Yovana or TCBY Trademark or use one or more additional or substitute trade or service marks if we determine that it becomes advisable at any time. In that case, you must comply with our directions to modify or discontinue the use of the Trademark or use one or more additional or substitute trade or service marks within a reasonable time after notice from us. We will reimburse you for your reasonable direct expenses

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of Confidential Information to your employees and to comply with requirements that we may impose that certain key employees sign confidentiality agreements as a condition of employment.

We and our Affiliates will own and have the perpetual right to use and authorize other Yovana Stores to use, and you must fully and promptly disclose to us, all ideas, concepts, formulas, recipes, methods and techniques about the development or operation of a yogurt, smoothie, treat or snack food business conceived or developed by you or your employees during the term of the Franchise Agreement. You must not, however, test, offer or sell any new products without our prior written consent.

ITEM 15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

We recommend that you participate personally in the direct operation of your Store, although you are not specifically obligated to do so by the Franchise Agreement. However, you must either manage your Store yourself, or use a full time "on premises" manager. The manager need not have an ownership interest in a franchisee that is an Entity. fBoth vou (or one of vour Entity Owners if vou are an Entity) and Ithe manager of your Store must be certified by us as having completed all phases of our training program to our satisfaction and must participate in all other activities required to open your Store. We also require all replacement managers to satisfactorily complete all phases of our training program.

If you are an Entity, each Entity Owner must guarantee your obligations under the Franchise Agreement by signing the Guaranty attached to the Franchise Agreement, a copy of which is included in Exhibit 3.

We have the right to require <Gaoh manager of n Ynvimri Storo>[your training attendees (including vou and anv Entity Owners or manager)! to sign a Confidentiality Agreement in rthe form of Exhibit 5 in lour favor as a condition of <Qmolovmcnt an q ntnro mnnager>rattending our training program!. In addition, we have the right to require each manager of a Yovana Store to agree to the noncompetition covenants described in Item 17 of this Offering Circular.

You and each other Restricted Person will be bound by the non-competition covenants described in Item 17.q. and Item 17.r. of this Offering Circular.

In addition to the obligations described above in this Item 15, if you are granted a multiple unit franchise under the Development Agreement, you must also comply with the following obligations. You must designate one full-time Development Area manager (the "Development Area Manager") to be responsible for supervising the day-to-day operation and administration of all of your Yovana Stores in your Development Area, and supervise the managers and staff of those Stores. Except as described below, your Development Area Manager must personally invest his or her full time and attention and devote his or her best efforts to his or her supervisory and management duties <relating>irelated1 to the Yovana Stores you develop in your Development Area. Your Development Area Manager may also serve as a store manager for one of the first 4 Yovana Stores you develop in your Development Area. Your Development Area Manager, however, may not be a store manager, or a staff member or marketing team member of any of your Yovana Stores upon the earlier of (i) the date you have 5 or more Yovana Stores open in your Development Area, or (ii) the end of any fiscal year for which your Gross Revenues for all your Yovana Stores developed within the Development Area exceed $1,200,000 in the aggregate.

In addition, you must designate an Owner/Operator (the "Development Area Owner/Operator") who has an ownership interest in, has the authority to, and does in fact, actively direct your business affairs in regard to the development and operation of Yovana Stores in your Development Area, oversees

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your Development Area Manager and the general management of the day-to-day operations of the Yovana Stores you develop in your Development Area, and has authority to sign on your behalf on all contracts and commercial documents. If you are made up of a number of individuals, one of you must act as the Development Area Owner/Operator. If you are a corporation, partnership or some other entity, you must designate as the Development Area Owner/Operator an individual who owns at least 5% of the corporation, partnership or other entity. In addition, if your Development Area Owner/Operator owns less than 51% of you (if you are a corporation, partnership or other entity), you must provide to us a corporate resolution or other appropriate documentation demonstrating that your Development Area Owner/Operator has the authority to direct your business affairs in regard to the development and operation of Yovana Stores in the Development Area, and to sign on your behalf on all contracts and commercial documents. Your Development Area Owner/Operator and your Development Area Manager may be one and the same person. At all times, however, you must have in place a separate store manager for each Yovana Store you develop within your Development Area.

You must identify for us your Development Area Manager and your Development Area Owner/Operator and notify us in writing of any change in that person(s). Your Development Area Manager and Development Area Owner/Operator must attend and successfully complete all required training, as described in Item 11.

[During the term of the Franchise Agreement, vou Tor if vou are an entity, an Entity Owner who manages or oversees the management of vour Stored must be sufficiently proficient in the English language to adequately communicate and correspond with us and vour employees. customers, manufacturers, suppliers, vendors and distributors, and to effectively manage and/or oversee the management of vour Store. During the term of the Franchise Agreement, vou (or if vou are an entity, an Entity Owner who manages or oversees the management of vour Stored also must he authorized to work in the U.S. without sponsorship bv us or one of our Affiliates. As a condition of entering into a Franchise Agreement, vou (or if vou are an entity, the Entity Owner who will manage or oversee the management of vour Stored will he required to successfully pass a workplace appraisal test in the English language, and to provide proof satisfactory to us of vour (or vour Entity Owner's^ authority to work in the U.S. without sponsorship hv us or one of our

ITEM 16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

In operating your Store, you may offer for sale only those Yovana Products that we approve for you to sell at the Premises. The Operations Manuals explain the Yovana Products that you initially are authorized to offer at your Store. In the future, we have the right to change or add to the Yovana Products that you are authorized to offer at the Premises. We typically base our determination of whether to allow you to offer an expanded line of Yovana Products on our evaluation of your compliance, over time, with the System Standards described in Section 7.1 of the Franchise Agreement, with particular emphasis on those related to quality. We do not base our determinations on sales or marketing quotas, volumes or results. You should also refer to Items 8 and 9 of this Offering Circular for information <with rospeot to>rabout] required purchases of certain items.

Your lease may also impose other obligations or restrictions <with roopoot to>[flfl] the types of products that you may offer from your premises, and you must comply with those restrictions and obligations even if they would prevent you from offering certain Yovana Products that we have approved for you to offer.

There is no limitation on our right to require you to offer or refrain from offering certain products and services, except that we will not obligate you to invest additional capital at a time when the

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investment cannot in our reasonable judgment be amortized during the remaining term of the Franchise Agreement. You must offer all Yovana Products that we authorize you to sell. However, we are not required to authorize you to sell all available Yovana Products.

You are generally not restricted in the retail customers to whom you may sell products and services. However, without our prior written consent, you may not offer Yovana Products approved for sale or services of your Store or any materials, supplies, or inventory bearing the Yovana Marks at any site other than your Store premises (other than catering events and the offering of Yovana Product samples at any location except directly in front of any other Yovana or TCBY Store) or through any alternative channel of distribution (as< further> described in Item 12). In addition, you may not offer for sale any materials, supplies or inventory used in the preparation of any of the Yovana Products. You may only sell finished Yovana Products that have been approved for sale at your Store and only to retail customers, and you may not sell any Yovana Products to any person or entity purchasing the Yovana Products for resale. In addition, you may not use the site of your Store for any purpose other than the operation of a Yovana Store.

You may use only pamphlets, brochures, cards or other promotional materials offering free Yovana Products that we have prepared, unless otherwise approved by us in advance. However, we will give favorable consideration to your use of free product cards developed by you, if the cards clearly state that they may only be redeemed at Yovana Stores owned by you.

We and our Affiliates will have the perpetual right to own and use and authorize other Yovana Stores to use, and you will fully and promptly disclose to us, all ideas, concepts, formulas, recipes, methods and techniques about the development or operation of a yogurt, smoothie, treat or snack food business conceived or developed by you or your employees during the term of your Franchise Agreement. You may not test, offer, or sell any new products without our prior written consent.

ITEM 17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

The following table lists important provisions of the Franchise Agreement and other related agreements pertaining to renewal, termination, transfer and dispute resolution. You should read these provisions in the Franchise Agreement and other agreements attached to this Offering Circular.

Provision

Section in Franchise Agreement(l)

Summary(l)

a. Term of the Franchise Agreement

Sections 3.1| and 3.4 ofi

Initial term is 10 years. Unless renewed, Franchise Agreement will terminate on expiration of initial term.

ninless otherwise terminated

continue until expiration of

icnt or ftne, day before

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Provision

Section in Franchise Agreement(l)

Summary(l)

b. Renewal or extension of the term

Section 3.2; Renewal Addendum to Franchise Agreement; Term Pre-Purchase Addendumf: Section

You have the right to renew for 1 additional 10-year term if you are not in default. In certain circumstances, you may also be required or allowed to pre-purchase additional term under the Franchise Agreement.

Sublease Agree Lease would expire before the Franchise Term ends and Master Lease contains renewal options. Sublessor will exercise the

c. Requirements for you to extend

Section 3.2

or renew

You give us at least 180 days prior notice; you sign new Franchise Agreement (which may include different or additional fees and performance criteria) and our then current Renewal Addendum (which will establish that you have no additional renewal rights and contain a general release); at our request, you refurbish and remodel the premises; you have complied with all agreements with us during the initial term; you have satisfied all monetary obligations; you retain the premises for the renewal term; and follow our then current renewal process, which may require additional training and delivery of certain financial statements and records.

d. Termination by you

Section 13.4

You have the right to terminate if we are in default.

e. Termination by us without cause

Section 13.31 Purchas

in 6.1 of Asset

We have the right to terminate if you fail to satisfactorily complete the required training or if you fail to begin your Store operations within 180 days after signing of Franchise Agreement; see also "17.a." above.

fMFFB or an Affiliate has the

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Provision

Section in Franchise Agreement(l)

Summary(l)

right to terminate Ass

it if vou do not enter

f. Termination by us with cause

Sections 13.1 and 13.2[ 6.1 of Asset Purchase

ion 12.2 of

We have the right to terminate if you are in default of Franchise Agreement or any other agreement with us or our Affiliates; see also "17.o." below.

riVfFFB or an Affiliate has the right to terminate Asset Purchase Agreement if vou do not enter into the Franchise

[Sublessor has the right to

vou are in default.!

"Cause" defineddefaults which can be cured

Sections 13.1 and 13.2f

Curable defaults: (1) failure to comply with certain System Standards and health requirements must be cured within 48 hours of notice; (2) failure to make payments may be cured within 10 days of notice of nonpayment; and (3) any other default of Franchise Agreement or any other agreement with us or our Affiliates not listed above or in " 17.h." below may be cured within 30 days after written notice of default. Involuntary bankruptcy or other involuntary insolvency events are defaults if not discharged within 60 days.

rCurahle defaults under Sublease Agreement: m monetary defaults mav he cured within 1fl

riavs of due date: (1\ involuntary

bankruptcy or other involuntary

insolvency events

not discharge

and ($\ anv other default of

Sublease Agreement not listed

ahftYe flr in "17,h," freton may \>$

15 davs after

J

h. "Cause" defined-defaults

Sections 13.1 and 13.2rj_giisn_

Non-curable defaults:

-56-


Provision

Section in Franchise Agreement(l)

Summary(l)

which cannot be cured

12.1 of Sublease Agreement!

(1) voluntary bankruptcy or other voluntary insolvency events; (2) unauthorized transfers; (3) material misstatements or omissions; (4) you are convicted or plead no contest to a felony; (5) you engage in detrimental conduct; (6) unauthorized use of the Yovana marks or Confidential Information; (7) offer or sale of Contraband Products; (8) abandonment of or failure to actively operate your Store; (9) you are in breach of your obligations under your lease or sublease of the Store premises or you lose the right of possession of your Store premises; (10) failure to pay uncontested taxes; (11) repeated defaults, even if cured; or (12) you default on any financing obligations.

Sublease Agreement: m voluntary bankruptcy or other voluntary insolvency events: (1\

ment or granting of subleases: tt\ abandonment of

Tease or Franchise

or (5\ repeated defaults, even if

cured.]

i. Your obligations on termination/nonrenewal

Sections 6.5, 7.8, 8.1, 8.2, 10.5, 10.8,12.3(1), 14.2,14.3, 14.4, 14.6,14.7, 15.6 and Article 18[i_ and 3.3 of Sublease

Pay all amounts due, including any late charges and interest; pay termination fee; continue to honor all guarantees, releases and waivers; retain records and permit audits; not disclose Confidential Information; discontinue use of Yovana marks; deliver to us all signs, equipment, supplies and materials displaying the Yovana Marks; cancel any fictitious or assumed name certificates; make required changes to premises; assign telephone listings; dispose of non-returnable supplies and_______

-57-


Provision

Section in Franchise Agreement(l)

Summary(l)

materials; honor indemnification requirements; and continue to honor and be bound by general provisions; see also "17.o." and "17.r." below.

rilpon termination nr nonrenewal of Sublease Agreement, vou must surrender the Store premises and repair damage caused hv removal of personal property.!

j. Assignment of contract by us

Section 12.1; Article 6 of Option Agreements Section 11.3 of

No restriction on our right to assign Franchise Agreement and Option Agreement: Sublessor's right to assign Sublease Agreement and MFFR or an Affiliate's right to assign Asset Purchase Agreement].

k. "Transfer" by you definition

Section 1.2fpU: Sections 11.1 and 11.2 of Sublease Af

Includes transfer of Franchise Agreement or ownership change.

rNo assignment of Sublease Affreemt

1. Our approval of transfer by you

Sections 4.7,12.2,12.3 and 12.4; Assignment, Assumption and Consent!: Section 8.1 of Asset Purchase Agreement: Sections of Sublease

We have the right to approve all transfers but will not unreasonably withhold approval if specified requirements are met. Transfers to a wholly-owned corporation do not require our consent. You may not, however, transfer interest in Franchise Agreement during any period of time your Store is closed for relocation.

nVIFFB or an Affiliate has the right to approve all transfers of Asset Purchase Agreement.!

[Sublessor has the right to

approve all proposed

Agreement Store premises.!

-58-


Provision

p. Your death or disability

q. Non-competition covenants during the term of the Franchise Agreement

r. Non-competition covenants after the Franchise Agreement is terminated or expires

s. Modification of the Franchise Agreement

t. Integration/merger clause

u. Dispute resolution by

Section in Franchise Agreement(l)

Section 12.6

Sections 11.1, 11.3,11.4 and 18.1

Sections 11.2,11.3,11.4, 12.3G), 12.5(c) and 18.1

Sections 11.4, 18.1, 18.2 and 18.8[i Section 13.13 of Sublease

Agreement]

of Assignment, Assumption and Consent; Section 12 of Confidentiality Agreement

Section 17.4

Summary(l)

your Store if you default. In addition, at your request, we may enter into an optional Option Agreement with you for the potential purchase of your business by us or our assignee.

You must transfer your interest in Franchise Agreement or your Controlling Interest in an Entity developer within 6 months, to a transferee approved by us.

No interest in or services for a Competitive Business within 1 mile of your Store or within 1 mile of any Yovana Retail Outlet; no solicitation of employees.

No interest in or services for a Competitive Business within 1 mile of your Store or 1 mile of any Yovana Retail Outlet, for 1 year, if we don't purchase your Store (see "17.o." above) or for 3 years, if we do purchase your Store (including after a transfer or exercise of your right of first refusal, for a 3 year period).

Subject to automatic modification to conform to mandatory provisions of applicable law. Other modifications require mutual consent.

f Modifications of Sublease

and signed fry all parties.]

Only the terms of Franchise Agreement, Assignment, Assumption and Consent, and

Sublease] Agreement are binding (subject to state law). Any other promises may be unenforceable.

Except for certain claims not subject to arbitration, all disputes

-60-


Provision

Section in Franchise Agreement(l)

Summary(l)

arbitration or mediation

must be arbitrated in Salt Lake City, Utah.

v. Choice of forum

Section 17.6

You consent to jurisdiction in the State of Utah for any claims brought against you which are not subject to arbitration.

w. Choice of law

Section 17^f: Section 8.5 of Asset ;nt: Section

Utah law applies to Franchise Agreement, f Asset Purchase Agreement: IQption Agreement and Confidentiality Agreement unless governed by applicable federal law.

[Sublease Agreement is governei hv the law of the state in which the Store premises are located.]

(1) Unless otherwise noted, Section references and summaries are to the Franchise Agreement.

This table lists important provisions of the Development Agreement. You will only enter into the Development Agreement if you are granted a multiple unit franchise. You should read these provisions in the Development Agreement attached to this Offering Circular.

Provision

Section in Development

Agreement

Summary

a.

Term of the franchise

Section 4; Appendix B of Develop Agreement

Term will vary and coincide with your Development Schedule

b.

Renewal or extension of the term

Section 4

No right to renew or extend term

c.

Requirements for you to renew or extend

None (See b above)

d.

Termination by you

Section 8C

You may terminate the Development Agreement only for a material breach by us, provided you give us written notice of the breach and allow us 60 days to cure the breach or, if the breach cannot reasonably be cured within 60 days, we have <eommenced>[Deg|un1 to cure the breach within the 60 day period and are proceeding diligently and in good faith to cure the breach

e.

Termination by us without cause

None

-61-


Provision

Section in

Development

Agreement

Summary

f.

Termination by us with cause

Sections 8A and B

We can terminate only if you default

g-

"Cause" defined -defaults which can be cured

Sections 8A and B

You have 30 days to cure the failure to meet any Minimum Development Quotas, failure to sign an Franchise Agreement for a Store in your Development Area, and any other default not listed in h below

h.

"Cause" defined -defaults which cannot be cured

Sections 8A and B

Non-curable defaults: voluntary bankruptcy, unapproved assignments or transfers, conviction of any felony directly related to the Yovana business, and failure to cure within 24 hours of notice <thereof >a default which materially impairs the goodwill associated with any of our Marks

i.

Your obligations on termination/non-renewal

Section 9

Obligations on termination include cessation of all use of our Marks, except as permitted under any Franchise Agreements still in effect, payment of amounts due, and continued compliance with all supervisory and management obligations described in Sections 5A and B of Development Agreement

J-

Assignment of contract by us

Section 6A

No restriction on our right to assign

k.

"Transfer" by you -definition

Section 6B

Includes any direct or indirect assignment,

par4r> of your interest in the Development Agreement or your business conducted<-thereunder>, or your ownership

1.

Our approval of transfer by you

Section 6B

We have the right to approve all transfers but will not unreasonably withhold approval

m.

Conditions for our approval of transfer

Section 6B

You are in compliance with the Development Agreement, all Franchise Agreements and all other agreements between you and us and our affiliates (except for certain disputed matters), transferee meets all of our then current standards for multiple unit franchisees, transferee completes training, you assign all of your rights in the Development Agreement and Franchise Agreements entered into <thorounder >(with the understanding that we have the right to reduce or eliminate any multi-unit discounts on future initial franchise fees paid by the transferee), transfer fee paid (and for each Yovana Store that has been open for less than 1 year, the amount of any multi-unit discount we gave you on the initial

-62-


Provision

Section in

Development

Agreement

Summary

franchise fee for that store is paid to us), you offer a right of first refusal to us, and required guarantees and releases signed (except if they involve certain disputed matters)

n.

Our right of first refusal to acquire your business

Sections 6B and C

You must offer a right of first refusal to us as a condition to any proposed transfer

0.

Our option to purchase your business

None

P-

Your death or disability

None

Although Development Agreement does not

te>fahout| your death or disability, the general conditions of transfer described in m above will apply upon your death or disability

q-

Non-competition covenants during the term of the franchise

None

r.

Non-competition covenants after the franchise is terminated or expires

None

s.

Modification of the agreement

Section 10B

No modifications generally, but we have the right to change standards

t.

Integration/merger clause

Section 10B

Only the terms of the Development Agreement are binding (subject to state law). Any other promises may not be enforceable

u.

Dispute resolution by arbitration or mediation

Section 7

Except for certain claims, all disputes must be arbitrated in Salt Lake City, Utah, or some other place mutually agreeable to the parties (subject to state law)

v.

Choice of forum

None

w.

Choice of law

Section 10F

Applicable law is that of the State of Utah (subject to state law)

These states have statutes which may supersede the Franchise Agreement and/or Development Agreement and other agreements in your relationship with us or our Affiliates, including the areas of termination and renewal of your franchise: fAT.ASKA IStat. Sections 45.45.700-45.45.7901. ]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], [FLORIDA fStat. Section 542.3351. 1HAWAII [Rev. Stat. Section 482E-6], IDAHO [Code <Se6tiens>rSectionl 29-<4QQ>f 11011. ILLINOIS [815 ILCS Sections 705/1 - 44], INDIANA [Code

-63-


Sections 23-2-2.7-1 - 23-2-2.7-7], 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], fNORTH CAROLINA IGen. Stat. Section 22B-3I. ]RHODF. 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 and/or Development Agreement and other agreements in your relationship with us or our Affiliates, including the areas of termination and renewal of your franchise.

ITEM 18. PUBLIC FIGURES

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

ITEM 19. EARNINGS CLAIMS

We do not furnish or authorize our salespersons to furnish any oral or written information concerning the actual or potential sales, costs, income or profits of a Yovana Store. Actual results vary from store to store, and we cannot estimate the results of any particular franchise.

You should conduct an independent investigation of the costs and expenses you will incur in operating your Yovana Store.

-64-


ITEM 20. LIST OF OUTLETS

Yovana Franchises

The following tables show the number of Yovana franchises as of <October 1,>[ 2005, together with projections for sales of Yovana franchises and openings of company-owned stores during the next calendar year. As of<Ootohor l.>rDecemher 31.1 2005, there are no company-owned Yovana Stores.

YOVANA STORE STATUS SUMMARY AS OF <OCTOBER l>f DECEMBER 31.1 2005

State

Transfers '

Cancelled or Terminated

' Not Renewed

Reacquired by

<-the-Gomptttt>[L!s!

Otherwise <->Ieft System

Franchises

Operating at

Year End

Arizona

10)

TOTALS

1

(1) As <further >described in Item 1, this Yovana Store in Gilbert, Arizona (the Test Store) is being operated under a Yovana Test Addendum. As of the date of this Offering Circular, we do not anticipate entering into additional Yovana Test Addenda with any Traditional TCBY Store franchisees.

YOVANA PROJECTED OPENINGS AS OF <OCTORFR 1 ^DECEMBER 31.1 2005

. -■ State

'"■ Franchise Agreements * ... , Signed But Not;Gpen

(all Stores) !

: Projected Franchised 'New Stores in Next Twelve Months '".- (all Stores)

Projected Company Owned Store Openings in Next Twelve Months*

Arizona

<s>rai

California

<i>

rai

<Florida>

<+>

<Nqw YorlO

<*>

<Washington>

<4>

TOTALS

<9>&1

f21

Attached as Exhibit 11 is the name, address and telephone number of the one Yovana franchised location in Gilbert, Arizona. As of <Ootohor 1 >[Decemher 31.] 2005, there have been no Yovana franchisees who had an agreement terminated, cancelled, not renewed, or who otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement during the preceding twelve months, or who has not communicated with us within ten (10) weeks of the application date of this Offering Circular.

-65-


<TCBY Franehises>

< The following tables show the number of Traditional TCBY franchises and company owned stores during the 3 fiscal years before the date of this Offering Circular, together with projections for sales of TCBY franchises and openings of company owned stores during the next calendar year. >

TRADITIONAL FRANCHISED>

<STORE STATUS SUMMARY^

<FOR FISCAL YEARS ENDED 200'1/2003/2002>

<Stete>

<CaaceHed

d>

<Pietr Renewed>

<Reacquired

by thfe-Company>

<Otherwise

left Systcm>

<Franchisos>

<Opcrating at>

<Ycar End>

<Q2/00/00>

<03/00/02>

<Q0/00/00>

<17/2Q/20>

<00/00/0Q>

<00/Q0/01>

<Q0/QQ/00>

<c

<Arizona>

<01/Q1/03>

<02/0l/01>

<00/00/00>

<omm&>

<Arkansas>

<OQ/QQ/01>

<QVQ3!Q<\>

<00/00/0Q>

<08/09/12>

<Gaiifomie>

<Golorade>

<05/02/09>

<02/02/Q5>

<01/00/03>

<00/01/QQ>

<00/01/OQ>

<38/35/37>

<10/U/13>

<0Q/QQ/0Q>

<0Q/0Q/Q0>

<00/00/QO>

<Q1/01/01>

<03/02/01>

<0Q/00/00>

<00/00/00>

<07/Q7/Q8>

<Dist. of Golumbia>

<00/00/00>

<00/05/00>

<00/01/05>

<Florido>

<02/Q5/Q3>

<09/06/04>

<00/Ql/01>

<35/40/44>

<00/01/03>

<0l/01/03>

<0Q/00/00>

<11/11/14>

<Hawaii>

<01/00/00>

<02/00/00>

<-WA3A5>

<00/Ql/01>

<QQ/0Q/00>

<11/I1/U>

<IHinQis>

<Q1/Q0/Q0>

<00/QQ/02>

<Q9/09/09>

<Indiana>

<01/01/03>

<01/03/01 >

<00/01/00>

<09/10/M>

<Iewa>

<00/00/02>

<00/01/00>

<02/02/03>

<Kansas>

<00/01/03>

<00/03/02>

<00/00/00>

<06/05/08>

<K.entuoky>

<00/00/0Q>

<00/00/00>

<02/02/02>

<Louisiana>

<05/0Q/03>

<00/01/00>

<00/00/00>

<17/17/16>

<Maine>

<0Q/00/00>

<00/02/01>

<00/00/00>

:Moryiand>

<02/01/01>

<01/01/02>

<00/00/00>

<08/09/10>

<Massachusetts>

<00/00/00>

<00/00/00>

<00/00/00>

<©4/04/04>

<Michigan

>

<02/00/00>

<03/03/01>

<00/01/00>

<15/18/20>

<Minnesota>

<00/00/00>

<00/01/00>

<00/00/01>

<0-1/01/05>

<Mis5issippi>

<00/00/02>

<03/01/00>

<00/00/01>

<

<Missouri>

<00/00/00>

<00/02/00>

<00/01/00>

<03/03/06>

<Montano>

<00/00/00>

<00/00/00>

<00/00/00>

<03/03/02>

<Nebrosko>

<00/02/Q0>

<00/01/00>

<00/00/00>

<07/06/07>

<Nevada>

<01/00/01>

<03/00/02>

<06/08/08>

<NewHampshiro>

<00/00/00>

<00/00/00>

<00/00/00>

<og/&«m>

<02/02/02>

<01/02/01>

<00/00/00>

<19/21/25>

<New Mexico>

<00/00/01>

<01/00/02>

<01/02/02>

<Now York>

<05/01/00>

<03/02/05>

<00/00/01>

<23/24/28>

<North Carolina>

<03/02/01>

<04/03/02>

<00/00/03>

<17/20/2 >1>

<00/00/00>

<00/0I/00>

<00/01/00>

<Ql/00/02>

<©feie>

<00/01/01>

<00/02/02>

<00/01/00>

<09/09AG>

<Oklahoma>

<00/00/00>

<00/00/00>

<00/00/00>

<03/02/02>

<Oregon>

<02/00/00>

<00/00/Q2>

<00/00/00>

<(

<Pennsylvania>

<00/00/01>

<01/02/00>

<10/09/11>

<Rhodo Island>

<00/00/00>

<Q0/00/00>

<00/00/00>

<01/01/01>

<South Carolina>

<04/00/02>

<01/01/Q1>

<00/00/00>

<4W9/24>

-66-


<Stete>

<CaoeeHod d>

<Not Renewed>

<Reacquired

hv_thf

Gompanv>

left System>

<WnrFnH>

<South Dakota>

<QO/00/00>

<QO/00/OQ>

<00/00/00>

<00/O0/QQ>

<Tennessee>

<Q4/03/03>

<01/00/04>

<00/00/01>

<23/23/21>

<03/06/03>

<06/07/Q6>

<01/00/02>

<$$mm>

<Utah>

<00/QO/OQ>

<QQ/00/00>

<00/OQ/QQ>

<01/01/01>

<Yermont>

<00/00/00>

<00/00/QQ>

<00/00/00>

<Ql/00/00>

<QQ/00/02>

<01/02/01>

<00/00/00>

<0&Q9A3>

<Washingt<ffl>

<01/Ql/02>

<03/<M/00>

<00/OQ/Ql>

<06/09/10>

<Wost Virfiinia>

<Q2/00/01>

<00/00/01>

<00/QQ/QO>

<Wisoonsin>

<01/00/00>

<00/QO/QQ>

<00/00/00>

<Q2/02/02>

<Wvoming>

<00/Q0/O0>

<00/00/00>

<QQ/QO/00>

<01/Ql/02>

S>

<52/37/64>

<56/67/59>

<Q3/Q6/20>

<00/0Q/00>

<00/00/OQ>

<469/502/560>

<        Counts do not include those stores franohisod to and operated by MFQC, an Affiliate of the Company. Such stores are aooounted for in the "Company Store" table included in this seetion. >

<        Counts do not inolude those stores that aro temporarily closed. Two stores aro tomporarily closod in Texas for relocation and two stores (1 in Washington D.C. and 1 in Now Jersey) are dosed for the seasons

<

-67-


COMPANY OWNED*>

<STORE STATUS SUMMARY>

<FOR FISCAL YEARS ENDED 2001/2003/2002>

<Stete>

<STORES

CLOSED/FRANCHISED

>

<DURING YEAR**>

<STORES OPENED> <DURING YEAR>

<TOTAL STORES> <OPERATING AT>

<Q3/05/0Q>

<00/00/01>

<0Q/03/03>

<Afkansos>

<00/OQ/00>

<QQ/00/Q0>

<00/00/00>

<alifornia>

<02/01/00>

<00/01/01>

<01/03/02>

<Delaware>

<Q0/01/0Q>

<0Q/Ql/00>

<00/01/QQ>

<Fl«rida>

<Q 1/00/01>

<00/00/00>

<Georgia>

<06/00/01>

<00/00/00>

<03/08/02>

<Hawaii>

<01/00/00>

<00/00/00>

<00/01/00>

<J4ahe>

<00/00/01>

<00/00/00>

<fadiana>

<00/01/01>

<00/00/01>

<Jewa>

<01/00/03>

<00/01/00>

<Illinois>

<01/01/07>

<Kentucky>

<00/00/02>

<Q0/00/01>

<00/00/00>

<Louisiana>

<03/00/01>

<00/00/00>

<00/03/01>

<Mame>

<00/00/01>

<00/00/00>

<00/00/00>

<Maryland>

<02/00/01>

<00/00/00>

<01/00/00>

<Miehigan:

<01/00/00>

<00/00/01>

<01/05/Ql>

<Minnosota>

<00/00/Q2>

<00/00/00>

<00/00/00>

<Mississippi>

<00/00/02>

<00/00/01>

<Missouri>

<02/00/00>

<00/00/00>

<00/02/00>

<Montana>

<00/00/02>

<00/00/00>

<00/00/00>

<North Carolina>

<02/Q0/05>

<00/01/03>

<00/02/00>

<New Hampshire>

<00/00/00>

<New-Jersey>

<00/Ql/00>

<00/00/00>

<00/00/00>

<Mew York>

<01/02/02>

<00/00/01>

<00/04/02>

<Qhie>

<02/01/00>

<00/00/01>

<01/02/01>

<Qklahoma>

<00/01/02>

<QQ/00/01>

<00/00/00>

<Pennsylvanio>

<03/00/01>

<00/02/01>

<Seuth Carolina>

<00/00/00>

<0l/01/00>

<Tennessee>

<00/00/02>

<00/00/01>

<01/00/0Q>

<Texas>

<01/01/05>

<00/00/01>

<02/03/02>

<Utah>

<01/01/00>

<00/Q0/00>

<00/01/00>

<Virginia>

<00/00/03>

<00/00/01>

<01/01/00>

<02/02/01>

<00/01/00>

<00/01/01>

<Wisconsin>

<00/01/Q0>

<01/01/00>

<T0TALS>

<-11/18AI7>

<00flM/21>

<44/49A6>

<*At January 2, 2005, the Company did not operate any Stores.Thio table reflects all Stores (Traditional, Limited Menu and Other Conoopts Stores) franohiscd to and operated by MFOC, an Affiliate of TCBY. >

<** Six of the MFOC Ownod TCBY Stores that oloscd during the 2001 fisoal year, ro opened during the 20Q4 Fisoal year offering q limited TCBY menu of smoothie produots.>

PROJECTED OPENINGS'^ <AS OF JANUARY 1, 2005>

-68-


<Stete>

<Owncd Store

Opcnings> <ia Next Twelve-

IrtUimiJ "^

<New Stores in Ncxt>

<Twclvc Months>

<fnll Storcs)>

<f oil Storcs)>

<Alabama>

<00>

<03>

<Alaska>

<00>

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<Arizona>

<04>

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<Arkonsas>

<00>

<03>

<Califomifl>

<06>

<03>

<Colorado>

<00>

<W>

<Gonnecticut>

<00>

<00>

<Deloware>

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<Hawait>

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<Indiana>

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<Iowa>

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<W>

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<W>

<Kentucky>

<©0>

<00>

<Louisiana>

<0G>

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<Maryland>

<00>

<W>

<Massachusetts>

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<Michigan>

<w>

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<Minnesota>

<Qi>

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<Mississippi>

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<Q2>

<Missouri>

<09>

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<New Jersey>

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<Stete>

<Franchise Agreements>

<Projccted Franc hiscd>

<Projected Company> <in Next Twelve

<Twelve Months>

<f all Stores)>

<Wyominfi>

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<TOTALS>

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<*This chart inoludoa projected openings for both Traditional TCBY franchises and Other Concepts TCBY Storos>

< Attached in Exhibit 11 are the names, address and telephone numbers of all Traditional TCBY franohised looations as of January 1, 2005, are the last known home address and telephone number of every franchisee who had an agreement terminated, cancelled, not renewed, or who otherwise voluntarily or involuntarily ceased to do business under the franohise agreement during the preceding twelve months, or who has not communicated with the Company within ton (10) weeks of the application date of this Offering Circular and lists all franohised locations that were transferred during the twelve months preceding January 1, 2005.>ITEM 21. FINANCIAL STATEMENTS

Attached as part of Exhibit <43>[13J to this Offering Circular are the consolidated balance sheets of our parent MFFB as of [December 31. 2005 and ]Januarv 1, <2005 and January 3, 3004:>12Q05r] and the related consolidated statements of operations and comprehensive income (loss), member's deficit and cash flows for the fiscal years ended fDecemher 31. 2005.1 January 1, 2005, fand ]January 3, <2004 and December 28. 2002.>[2004.] together with the Report of Independent Registered Public Accounting Firm.<Also, attached as part of Exhibit 12 to this Offering Circular are the following unaudited, condensed consolidated financial statements of our parent MFFB:(i) balance sheets as of October 1, 2005 and January 1, 2005, (ii) statements of operations and comprehensive inoome (loss) for the 39 weeks ended October 1, 2005 and October 2, 2001, and (iii) statements of cash flows for the 39 weeks ended October 1, 2005 and Ootobor 2, 2004.>

As <further >described in the accompanying notes[ to the financial statements!, the consolidated financial statements of MFFB before the formation of MFFB on March 16, 2004 <inolude the acoountr, of TCBYMwere prepared solely to present the assets contributed and the liabilities assumed as part of transactions related to the formation of MFFB through the combination of certain assets and liabilities of MFOC and subsidiaries, and all of the assets and liability of MFF. and are not intended to be a complete historical presentation of all of the assets and liabilities of MFOC. include the accounts of MFF1 and the franchising, licensing and mail order segments of

MFOC, and[__Accordingly, the consolidated financial statements] have been prepared as if the

Contributions described in Item 1 of this Offering Circular had occurred on December <30. 2001>[29. 20021 (the beginning of fiscal <2002.1 Accordingly, the consolidated financial Rtatements>|"2003> and] assume that MFFB, for all periods presented, had existed as a separate legal entity with the following <feur->rthreel business segments: franchising, [gifts and ]licensing<. mail order and retail food oalca>. The consolidated financial statements, which have been carved out from the consolidated financial statements of MFOC and <FGBY>[MFF prior to the Contributions] using the historical results of operations and assets and liabilities of these businesses and activities and which exclude the company-owned stores segment of MFOC, reflect the accounting policies adopted by MFOC and <TGB>[MFJ in the preparation of their consolidated financial statements and thus do not necessarily reflect the accounting policies which MFFB might have adopted had it been an independents, stand alono> company< for all periods prcscntod>. The historical consolidated financial statements of MFFB include those accounts specifically attributable to MFFB, substantially all of the indebtedness of MFOC and

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<TB>[MEE], and allocations of expenses relating to shared services and administrative functions incurred at MFOC.

Separate stand-alone financial statements of us (TCBY Systems, LLC) are not included in this Offering Circular. Should we fail to fulfill our obligations to <you or other>four1 franchisees, however, MFFB absolutely and unconditionally guarantees to fulfill those obligations. In states where we have registered this franchise offering, a copy of the written guarantee may be on file in the office of the administrator of the state franchise law.

ITEM 22. CONTRACTS

The following agreements proposed for use regarding the offering of a Yovana Franchise are attached to this Offering Circular:

Exhibit 3 - Franchise Agreement with Acknowledgement Addendum, Ownership Addendum, Guaranty, Appendix A - Authorization Agreement for Prearranged Payments (Direct Debits), State-Specific Addenda and Riders - California, New York and Washington, and Renewal Addendum

Exhibit 4 - Multiple Unit Development Agreement with Ownership and Management Addendum, Appendix A - Development Area, Appendix B - Development Schedule, Acknowledgment Addendum, and State-Specific Addenda and Riders - California, New York and Washington

Exhibit 5 - Confidentiality Agreement

Exhibit 6 - Assignment, Assumption and Consent

Exhibit 7 - Term Pre-Purchase Addendum

Exhibit 8 - Lease Addendum

Exhibit 9 - Purchase Option Agreement and Addenda[

F.YhihiHO- fAsset Purchase Agreement: Sublease Agreement!

ITEM 23. RECEIPT

The last page of this Offering Circular is a detachable document acknowledging your receipt of this Offering Circular. The Federal Trade Commission requires that you promptly sign and return one copy of the Receipt to us. This does not obligate you to purchase a franchise and it does not obligate us to sell you a franchise.

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