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FRANCHISE OFFERING CIRCULAR

VILLA PIZZA, LLC

a Delaware limited liability company

25 Washington Street

Morristown, NJ 07960

(973) 285-4800

couoliV

pizzeria

"for the slice of your fife'

The franchise offered is for a Villa Pizza restaurant or a Cozzoli's restaurant, both of which feature pizza, pasta and other Italian menu items.

The standard initial franchise fee is $25,000, plus an additional $35 - $250 for a dough mold. Additionally, if we negotiate your lease you may be required to pay a Lease Negotiation Fee between $0 and $50,000. [This amount excludes any Lease Deposits (see Items 5 & 7)]. The estimated initial investment for a food court restaurant is $ 161,950 to $402,000, and for an in-line restaurant is $248,950 to $822,000. (See Item 7).

Risk Factors:

1. THE FRANCHISE AGREEMENT STATES THAT NEW JERSEY LAW GOVERNS THE AGREEMENT, EXCEPT FOR APPLICABLE FRANCHISE LAWS OF OTHER STATES. NEW JERSEY LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

2. THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE THE FRANCHISOR ONLY IN THE STATE OR FEDERAL COURTS OF NEW JERSEY (MORRIS COUNTY OR NEWARK VICINAGE). OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO SUE IN NEW JERSEY THAN IN YOUR HOME STATE.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

NOTE: THE AGREEMENT PROVISIONS REFERRED TO IN THE RISK FACTORS MAY BE VOID UNDER SOME STATE FRANCHISE LAWS AND SOME STATE FRANCHISE LAWS MAY REQUIRE DISCLOSURE OF ADDITIONAL RISK FACTORS. SEE EXHIBIT H.

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

The states listed in Exhibit A may require registration or filing of this franchise offering. If this offering is registered in any of these states, the effective date of the registration is disclosed in Exhibit I. Some of these states may require different or additional disclosures (see Exhibit H) or revisions to the agreements (see Exhibit I).

Registration of this franchise with a state does not mean that the state recommends it or has verified the information in this Offering Circular. If you learn that anything in this Offering Circular is untrue, contact the Federal Trade Commission or your state authority listed in Exhibit A.

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TABLE OF CONTENTS

Page

ITEM 1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES...........................................2

ITEM 2 BUSINESS EXPERIENCE.........................................................................................................4

ITEM 3 LITIGATION..............................................................................................................................5

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

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

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

ITEM 7 INITIAL INVESTMENT............................................................................................................9

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

ITEM 9 FRANCHISEE'S OBLIGATIONS............................................................................................17

ITEM 10 FINANCING.............................................................................................................................19

ITEM 11 FRANCHISOR'S OBLIGATIONS...........................................................................................19

ITEM 12 TERRITORY.............................................................................................................................23

ITEM 13 TRADEMARKS.......................................................................................................................24

ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION....................................25

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF

THE FRANCHISE BUSINESS................................................................................................26

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL............................................26

ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.......................27

ITEM 18 ARRANGEMENTS WITH PUBLIC FIGURES......................................................................31

ITEM 19 EARNINGS CLAIMS...............................................................................................................31

ITEM 20 LIST OF OUTLETS..................................................................................................................32

ITEM 21 FINANCIAL STATEMENTS...................................................................................................46

ITEM 22 CONTRACTS...........................................................................................................................46

ITEM 23 RECEIPT...................................................................................................................................46

EXHIBITS

A. LIST OF STATE AGENCIES/AGENTS FOR SERVICE OF PROCESS A-l. LIST OF FRANCHISE BROKERS

B. VILLA PIZZA FRANCHISE AGREEMENT

B-l. CONDITIONAL ASSIGNMENT OF LEASE (Also an exhibit to Franchise Agreement)

B-2. CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (Also an exhibit to Franchise

Agreement)

B-3 SBA AMENDMENT TO FRANCHISE AGREEMENT

B-4 DEPOSIT AGREEMENT

C. SUB-LEASE AGREEMENT

D. TABLE OF CONTENTS OF OPERATIONS MANUAL E-l. LIST OF CURRENT VILLA PIZZA FRANCHISEES E-2. LIST OF CURRENT COZZOLI'S FRANCHISEES F-l. LIST OF FORMER VILLA PIZZA FRANCHISEES F-2. LIST OF FORMER COZZOLI'S FRANCHISEES

G. FINANCIAL STATEMENTS

H. REGISTRATION STATE DISCLOSURE ADDENDA

I. RIDER TO STATE FRANCHISE AGREEMENT

J. RECEIPT

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ITEM1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The franchisor is Villa Pizza, LLC and is referred to in this offering circular as the "Franchisor" "us" or "we". The person who buys a franchise is referred to in this offering circular as "you." If you are a corporation, limited liability company, partnership, or any other type of legal entity, the provisions of the agreements described in this offering circular also apply to your owners by virtue of our requirement that all your owners personally guarantee, and be personally bound by, your obligations under the agreements.

The Franchisor is a Delaware limited liability company formed on January 7, 1999. Wishwell International, Inc., a New Jersey corporation, is our Manager. We conduct business under our corporate name and the names "Villa Pizza," "Villa Pizza Express," "The Villa Co," "Cafe Villa," "Villa Pizza Cucina," "Villa Pizza Cucina Italiana," "Villazzo," "Villa Fresh Italian Kitchen," and "Cozzoli's Pizza" (collectively, the "Villa Marks"). Our principal business address and that of our Manager is 25 Washington Street, Morristown, New Jersey 07960. Our agents for service of process are listed in Exhibit A.

We offer franchises for Villa Pizza restaurants and Cozzoli's restaurants. We first offered franchises for Villa Pizza restaurants and Cozzoli's restaurants in October 1999. We do not operate any Villa Pizza restaurants or Cozzoli's restaurants, but our affiliates operate restaurants as described below. We offer to qualified persons the right to own and operate a Villa Pizza restaurant or a Cozzoli's restaurant at an agreed upon location under our standard form franchise agreement (the "Franchise Agreement"). A copy of the Franchise Agreement is attached to this offering circular as Exhibit B. We will specify in Exhibit A to the Franchise Agreement the primary proprietary mark(s) that we will license to you to operate your restaurant (the "Licensed Marks").

Our Business

We are engaged only in business activities that relate to Villa Pizza restaurants and Cozzoli's restaurants. Villa Pizza restaurants and Cozzoli's restaurants both feature a limited menu of pizza, pasta, calzones, stuffed pizza, hot sandwiches, Italian specialties, desserts, and other menu items we authorize. We and our affiliates have developed and own a comprehensive system for the establishment and operation of the restaurants, including distinctive exterior and interior design, decor, color scheme and furnishings; uniform standards, specifications and procedures for operations; quality and uniformity of products and services offered; procedures for management and inventory control; training and assistance and advertising and promotional programs (collectively, the "System"), all of which we may improve, further develop or otherwise modify from time to time.

The restaurants are generally located in shopping mall food courts where they may take advantage of a high volume of people and cater to both lunch and dinner. We, or an affiliate, may establish leasehold corporations to enter into leases for restaurant locations from shopping mall owners. These leasehold corporations may then sublease the locations to individual franchisees. A copy of our standard form of Sub-Lease Agreement is attached to this offering circular as Exhibit C.

We have also entered into two co-branded licensing arrangements with Instant Replay, Inc. under the name "Instant Replay - Villa Pizza". This restaurant concept offers Villa Pizza food in a sports lounge setting. These units are currently limited to the State of Nevada.

We have not offered franchises in any other line of business.

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You should consider that certain aspects of any restaurant business are regulated by federal, state and local laws, rules and ordinances in addition to the laws, regulations and ordinances applicable to businesses generally, such as the Americans with Disabilities Act, Federal Wage and Hour Laws, and the Occupation, Health and Safety Act. The U.S. Food and Drug Administration, the U.S. Department of Agriculture, as well as state and local departments of health and other agencies have laws and regulations concerning the preparation of food and sanitary conditions of restaurant facilities. State and local agencies routinely conduct inspections for compliance with these requirements. Under the Clean Air Act and state implementing laws, certain state and local areas are required to attain, by the applicable statutory guidelines, the national quality standards for ozone, carbon monoxide and particulate matters. Certain provisions of such laws impose limits on emissions resulting from commercial food preparation.

The market is well developed. You will have to compete with other individually owned as well as other franchised businesses offering similar type products and services in the general vicinity of your operating premises.

Our Predecessors

We have two predecessors, Villa Pizza, Inc. ("Our Predecessor") and Villa Holding, LLC ("Villa Holding").

Our Predecessor first began offering franchises in February 1997. Our Predecessor reorganized under the name Villa Pizza, LLC in January 1999. Before the reorganization, Our Predecessor's principal place of business was the same as ours. Our Predecessor never operated businesses of the type franchisees operate.

Villa Holding owns the proprietary marks and certain trade secrets and other proprietary information necessary for the operation of Villa Pizza restaurants and Cozzoli's restaurants which we will license to you under the Franchise Agreement. Villa Holding may, therefore, be deemed to be Our Predecessor. Villa Holdings' principal place of business is the same as ours. Villa Holding has never offered franchises in any line of business or operated a business of the type franchisees operate.

Cozzoli Pizza Systems, Inc. - Our Affiliate(s)

Our affiliate, Villa Enterprises Management Ltd., Inc., ("Villa Management") and its affiliates and predecessors have owned and operated Villa. Pizza restaurants since 1964. Villa Management's principal business address is the same as ours. Villa Management has not offered franchises in any line of business.

Our affiliate, Cozzoli Pizza Holding, LLC ("CPH"), acquired the rights and obligations from Cozzoli Pizza Systems, Inc. as franchisor under certain existing Cozzoli's franchise agreements in June 1999. CPH's principal business address is the same as ours. CPH has never offered franchises in any other line of business or operated a business of the type franchisees operate.

Except as described above, none of our predecessors or affiliates has offered franchises in any other lines of business. We, or an affiliate, may establish leasehold corporations that may enter into primary leases for restaurants and sublease the premises to you. None of these affiliates offers or has offered franchises in any line of business or has operated businesses of the type franchisees operate. We have no other affiliates that provide products or services to our franchisees.

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ITEM 2 BUSINESS EXPERIENCE

President and Director: Biagio Scotto

Biagio Scotto has served as President and Director of the Wishwell International, Inc., the Manager of the Franchisor since its inception in January 1999. From February 1997 to January 1999, he was President and Director of Our Predecessor in Morristown, New Jersey. Mr. Scotto has served as President and Director of Villa Management since June 1983. Mr. Scotto also serves in similar positions and performs similar functions for other entities owned or affiliated with Villa Management.

Executive Vice President and Director: Anthony Scotto

Anthony Scotto has served as Executive Vice President and Director of Wishwell International, Inc., the Manager of the Franchisor since its inception in January 1999. From February 1997 to January 1999, he was the Vice President and Director of Our Predecessor in Morristown, New Jersey. Mr. Scotto has served as Vice President and Director of Villa Management since July 1991. Mr. Scotto also serves in similar positions and performs similar functions for other entities owned or affiliated with Villa Management.

Secretary and Director: Biagio Pugliese

Mr. Pugliese has served as Secretary and Director of Wishwell International, Inc., the Manager of the Franchisor since its inception in January 1999. From February 1997 to January 1999, he served as Secretary and Director of Our Predecessor in Morristown, New Jersey. Mr. Pugliese has served as Secretary and Director of Villa Management since March 1980. Mr. Pugliese also serves in similar positions and performs similar functions for other entities owned or affiliated with Villa Management.

Vice President of Business Development: Adam Torine

Mr. Torine has served as Director of Business Development and Marketing of Villa Management since June 1997. From November 1996 to May 1997 he was Director of Marketing and Recruiting of Villa Management. He served as Director of Marketing of Villa Management from June 1994 to November 1996. Mr. Torine also serves in similar positions and performs similar functions for other entities owned or affiliated with Villa Management.

Director of Franchise Operations: Nick Valavanis

Mr. Valavanis has served as Director of Franchise Operations since January 2005; prior to January 2005, he served as Franchise Operations Manager of Villa Management from April 2002. From June 1999 to March 2002 he was District Manager for Villa Management. From July 1997 to May 1999, he was owner of Spaghetti Jacks, a restaurant located in Pewaukee, Wisconsin. Prior to that, from October 1995 to May 1997, he was an Area Training Director for Sbarro Inc., located in Pewaukee, Wisconsin.

Director of Franchise Development: Dave Ron

Mr. Ron became the Director of Franchise Development of Villa Enterprises Management on October 17, 2005. From January 2001 until September 2005, he was the Franchise Manager of Dunkin'

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Brands covering the New York, New Jersey, and Maryland regions. Prior to that, 1998 - 2001, he was the Director of Franchise Development for Restaurant Systems International, Inc. During the years of 1994 - 1998, he served as the Regional Manager/Business Consultant for the same company.

Franchise Broker: Merrill I. Lamb

Since January 2002, Mr. Lamb has served as an independent franchise broker located in Miami, Florida. Mr. Lamb served as our Vice President, Real Estate and Franchising of Villa Management from June 1999 until December 2001. From 1982 until December 2001, he also served as President of Cozzoli's Pizza Systems, Inc. in Miami, Florida.

Franchise Broker: The Business Alliance, Inc.

The Business Alliance, Inc. is a Georgia Corporation incorporated in 1999. Its principal place of business is 100 Hartsfield Centre, Suite 500, Atlanta, Georgia, 30354, and its telephone number is 404-763-2244. The Business Alliance, Inc. is a national franchise referral company. (See Exhibit A-l for a list of its broker network).

Franchise Broker: Sunbelt New England

Sunbelt New England is a part of Sunbelt Business Advisors, an international network of seasoned professionals who provide expert acquisition and divestiture services for business buyers and sellers. Sunbelt Business Advisors was started in 1981 and has grown today to over 300 domestic and international offices located in 14 countries. Sunbelt of New England covers most of Massachusetts and the states of Rhode Island, Maine, New Hampshire, and Vermont.

ITEM 3 LITIGATION

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

ITEM 4 BANKRUPTCY

No person previously identified in Item 1, nor any officer identified in Item 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

We charge franchisees a standard initial franchise fee of $25,000.00 upon execution of the Franchise Agreement for the first Villa Pizza or Cozzoli's restaurant. During our last fiscal year, the initial fee ranged from $0 (in special circumstances) to $25,000.

If you have not signed the necessary lease documentation within nine months after signing the Franchise Agreement, you or we may terminate the Franchise Agreement. In that event, we will refund 20% to 100% of the initial franchise fee depending on the costs and expenses we have incurred as long as

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20% to 100% of the initial franchise fee depending on the costs and expenses we have incurred as long as you and your owners sign a general release satisfactory to us. If you fail to open the restaurant within six months after taking possession of the site (or a different date if specified in the lease), we may terminate the Franchise Agreement. In that event we will refund 20% to 100% of the initial franchise fee depending on the costs and expenses we have incurred in connection with the franchise as long as you and your owners sign a general release satisfactory to us. There are no refunds under other circumstances.

You may make an initial deposit in the sum of $5,000 (or 10% of the purchase prices if you are buying one of our company restaurants) for a single franchise restaurant location. A copy of the Deposit Agreement is included as Exhibit B-4 to this Offering Circular. If we accept the deposit and we both sign the Deposit Agreement you may purchase a Franchise under the terms available at the time the deposit is made. The deposit will be applied to the initial Franchise Fee if the franchise is purchased within ninety (90) days from the date the deposit is accepted.

If you do not purchase a franchise (or complete the purchase of one of our available for sale company restaurants) with the ninety (90) day period we will refund fifty (50%) percent of the initial deposit within ten (10) days from the expiration of the ninety (90) day period. The deposit is applicable to the purchase by the depositing Party only, and is not assignable.

Before opening a Villa Pizza or Cozzoli's restaurant, you must purchase a dough mold from us at our cost, which currently ranges from $35 to $250, plus shipping and handling. These amounts are nonrefundable. If you sublease the Premises from us or our affiliate, you also must pay a lease deposit before opening for business. We estimate that lease deposits will range from $2,500 to $10,000 depending upon the location and other factors. If we or our affiliate negotiates a lease for the restaurant on your behalf, which lease, in Villa's reasonable judgment, would be acceptable for the operation of a Villa restaurant, we may charge you a lease negotiation fee, which currently ranges from $0 to $50,000 depending on the location and extent of negotiations.

When submitting your site layout and working drawing implementing our plans and specifications for your Villa Pizza or Cozzoli's restaurant, you must pay us a non-refundable Plan Compliance Fee of $2,000.

Franchise Fee Incentive Program for Multi Unit Franchisees

For an existing Franchisee purchasing an additional franchise, you will be eligible for the following Multi Unit discount:

2^nd Franchise Location 20% discount on the then current initial franchise fee

3^rd Franchise Location 25% discount on the then current initial franchise fee

4^th Franchise Location 30% discount on the then current initial franchise fee

5^th or more Franchise Location 50% discount on the then current initial franchise fee

The discount program does not apply to transfers. We also reserve the right to discontinue this program at any time.

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Uniform Franchise Offering Circular

ITEM 6 OTHER FEES

TYPE OF FEE	AMOUNT	DUE DATE	REMARKS¹
Continuing Royalty²³	6% of your gross revenues³	Weekly, by Tuesday of each week	We may offer a credit on continuing Royalty Fees of up tc $2,500 for new Franchisee sponsorships²¹*
Local Advertising Fee⁴	1% of your gross revenues each calendar quarter	As incurred
Advertising Fund Contribution⁵	1% of your gross revenues	Weekly, by Tuesday of each week	We may furnish you with marketing, advertising and promotional materials at cost, plus any related administrative, shipping, handling and storage charges.
Transfer Fee⁶	$7,500	Upon transfer of the franchise
Sales commission	8% of the gross selling price of the restaurant, the franchise, and all related assets	Upon transfer of the franchise	Payable if Franchisor obtains the purchase for your restaurant
Renewal Fee	50% of the then current initial franchise fee	Before renewal
Interest on Late Payments	Highest rate of interest permitted by law not to exceed 1.5% per month	Immediately	This interest rate applies to any money you owe us after the due date and the interest will be charged until the amounts are paid in full. Interest is in addition to any late fees and service charges.
Service Charges and Late Fees⁷	$50 for late payments and NSF checks	Upon demand
Audit	Will vary under circumstances	15 days after billing	If an audit reveals an understatement of gross revenues of 2% or more, you must reimburse us for the cost of the audit, including travel expenses, room and board, and compensation of the independent accountant and employees of the Franchisor
Insurance	Will vary under circumstances	As incurred	If you fail to obtain the required insurance coverage for your

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TYPE OF FEE	AMOUNT	DUE DATE	REMARKS'
			restaurant, we may obtain the coverage at your expense
Initial Training	No charge for the first 4 people; thereafter $100 for each person in excess of 4, per day	30 days after billing	There is no charge for 4 people to attend initial training. For each additional person we will charge this fee. You also must pay all personal expenses including travel, food, and lodging costs
Additional Assistance⁸	$ 100 for each person per day	30 days after billing	We reserve the right to charge for additional assistance and ongoing training.
Supplier Approval Charge	Will vary under circumstances	30 days after billing	The charge will not be more than the cost of the inspection and testing
Attorneys' Fees and other costs	Will vary under circumstances	As incurred	You must pay all costs reasonably incurred in enforcing the Franchise Agreement, defending and/or settling matters other than liabilities caused by the Franchisor's own gross negligence or willful action.
Indemnification	Will vary under circumstances	As incurred	You must reimburse us if we are held liable for claims arising from your franchise operations
Monthly Intranet Service Provider Fee	Currently $9.95/month⁹	as incurred	You pay us the monthly fee billed to Us for Your monthly usage by Our intranet service provider⁹
Plan Compliance Fee¹⁰	$2,000	10 days from notice	See Note 10

NOTE 1: All fees are collected, imposed, and payable to us. All fees are nonrefundable.

NOTE 2a: If Royalty fees and/or Advertising Fund contributions are not paid when due, the Franchisor has the right to deduct from the franchisee's account an amount equal to the required Royalty fee and/or Advertising Fund contribution. This amount is based on the average weekly gross revenues attained by the franchisee during the previous one-year period or, if the franchisee's restaurant has not been open for a full year, during such period as the restaurant has been open.

NOTE 2b: We currently have a new Franchisee Sponsorship Program that allows you to receive a check for Two-Thousand-Five Hundred ($2,500) Dollars when you sponsor one new Franchisee who we approve in our sole and absolute discretion as a Franchisee and who executes our then current Franchise Agreement and all other required franchise documents within twelve (12) months of the date you refer the prospect to us. To qualify, the prospect must not have

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previously contacted us about a franchise nor ever been a sponsored prospect before or who owns or shares ownership in an existing restaurant and after executing our Franchise Agreement and other related documents the Franchisee you referred must open the franchise restaurant for business. This sponsorship program only applies to the In-Line Restaurant described in Item 7. We reserve the right to discontinue this program at anytime, however, we will honor any sponsorship made during the existence of the program.

NOTE 3: The term "gross revenues" means total revenues from sales made in or through the restaurant, less sales tax required by law.

NOTE 4: Advertising expenditures include amounts contributed to any Advertising Fund we may establish amounts spent for advertising media, such as television, radio, newspaper, billboards, posters, direct mail, and flyers. Advertising expenditures do not include amounts spent for items which the Franchisor deems inappropriate for meeting the minimum advertising requirement, including permanent on-premises signs, lighting, delivery vehicle storage, premiums, discounts, and employee incentive programs.

NOTE 5: We currently do not impose this fee, as we have not yet established the Advertising Fund. Once established, this weekly advertising fee may be raised an additional 2% for a total of 3% by a majority vote of all franchisees.

NOTE 6: If the Franchisor exercises its right to purchase, the transfer fee will be waived. No transfer fee will be charged if the franchisee transfers its interest to a relative or heir.

NOTE 7: The Franchisor has the right to assess service charges for any checks that are returned for insufficient funds and late charges if permitted by applicable law.

NOTE 8: The Franchisor will not charge you for operating assistance unless you fail to comply with any provision of the Franchise Agreement, or fail to maintain the standards of quality we set. In those circumstances, we have the right to assign a person to your restaurant to train your employees, and to ensure the standards of quality and service are maintained. You are responsible for that person's travel and living expenses. We also have the right to make reasonable charges for forms and other materials provided to you in connection with this assistance.

NOTE 9: We have established an Intranet for Our Franchisees and You will be required to maintain user status on the Intranet which is currently with IFX International, Inc. You will pay Us monthly for Your user fee billed from the service provider which currently is approximately $9.95 per month.

NOTE 10: If you fail to properly engage an approved architect and engineer or submit for Our prior approval site layout and working drawings, we may, in our sole discretion, agree to review unapproved plans, layouts and drawings and charge a Plan Compliance Fee of $2,000.

ITEM 7 INITIAL INVESTMENT

FOOD COURT LOCATION

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The following chart provides an estimate of your initial investment for a Villa Pizza restaurant or a Cozzoli's restaurant located in a food court.

EXPENDITURE	AMOUNT	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS TO BE MADE
Initial Franchise Fee '	$25,000	Lump sum	Upon signing the Franchise Agreement	Franchisor
Opening Inventory	$4,000 -$7,500	Lump sum	Before opening	Various suppliers
Lease Deposit²	$2,500 -$10,000	Lump sum	Upon signing the Lease	To us, our affiliate or Landlord
Lease Negotiation Fee 3	$0 - $50,000	Lump sum	Upon demand	To us or our affiliate
Utility Installation and Deposits⁴	$200-$2,000	As incurred	As incurred	Utility companies
Leasehold Improvements	$75,000 -$200,000	As incurred	As incurred	Contractors and suppliers
Advertising and Marketing	$3,000	Lump sum	15 days before opening	Advertising agency
Insurance ⁵	$1,200-$4,000	Lump sum	Before opening	Insurance broker or company
Office Equipment and Supplies	$550-$1,500	As incurred	As incurred	Various suppliers
Equipment Package ⁶	$40,000 -$70,000	Lump sum	Before opening	Contractors and suppliers
Training Expenses	$2,500 -$4,000	As incurred	During training	Hotels, airlines, etc.
Professional Fees, Licenses & Permits	$4,000 -$15,000	As incurred	As incurred	Outside contractor
Additional Funds -(three months) ⁹	$4,000 -$10,000	As incurred	As incurred	Employees, suppliers, utilities, etc.

TOTAL ESTIMATED INITIAL INVESTMENT (exclusive of real estate and related costs) ^,0: $161,950 to $402,000.

NOTE 1 If you do not sign the appropriate lease documentation within nine months after execution of the Franchise Agreement, you or we may terminate the Franchise Agreement, and related agreements, if any. In this event, we will refund the initial franchise fee, less the costs and expenses we incurred in connection with the search for a site, travel and living expenses and legal and other related expenses, as long as you and your owners sign a general release satisfactory to us.

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refund the initial franchise fee, less the costs and expenses we incurred in connection with your franchise including expenses incurred in the search for a site, advertising and negotiating the lease for the restaurant, construction expenses, if any, and expenses incurred in training you and your employees, including travel and living expenses, compensation of our employees and other legal fees and expenses we have incurred, as long as you and your owners sign a general release satisfactory to us.

NOTE 2 You will need to purchase or lease a site of approximately 600 to 900 square feet.

NOTE 3 If the Franchisor, or one of its affiliates negotiates a lease for the premises on your behalf, which lease, in the Franchisor's reasonable judgment, would be acceptable for the operation of a Villa Pizza or Cozzoli's restaurant, you may have to pay the Franchisor a lease negotiation fee, which may include both legal costs (including time spent by in-house counsel) and brokerage fees.

NOTE 4 This item does not include rent deposits for leased premises. In some areas, some utility companies do not require utility deposits. Where required, these deposits are generally refundable.

NOTE 5 The insurance you must maintain is described in Item 8. Our estimate does not include other insurance policies you may have to maintain under the terms of your lease. The unearned portions of the insurance premiums are generally refundable.

NOTE 6 This sum includes all necessary equipment and fixtures, signs, beverage systems, menu display boards, cash registers and related items.

NOTE 7 Travel and living expenses while attending the Franchisor's training programs are not included in the fees you pay to the Franchisor. At the present time, we provide training of approximately three to five weeks duration in the Minnesota area and other certified training locations throughout the country, subject to change from time to time at our discretion. Hotel, food and local travel expenses range from about $100 to $200 per day.

NOTE 8 This expense includes architectural fees, legal fees, accounting services, licenses, permits and administrative expenditures.

NOTE 9 This is an estimate, based on our experience of opening and operating Villa Pizza restaurants, of your working capital requirements for the first three (3) months of operations. Working capital for the first three (3) months is estimated to range between $4,000 and $10,000 and includes general operating expenses, such as lease payments, inventory, payroll, payroll expenses, facility expenses, insurance, pest control, security, repairs and maintenance, and complimentary sales and other costs. These figures are estimates and we cannot assure you that you will not have additional expenses in starting the restaurant. Your actual cost will depend on factors such as your management skill, experience, and business acumen; local economic conditions; the local market for the restaurant; the prevailing wage rate; competition in the market place; and the sales level reached during the start-up phase. These amounts do not include any estimates for any debt service.

NOTE 10 The total estimated initial investment does not include real estate and related costs.

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Except as otherwise noted, none of these payments are refundable. These payments are only estimates and your costs may be higher, depending on your particular circumstances. You should review these figures carefully with a business advisor, accountant or attorney before making any decision to purchase a franchise. We do not offer any financing for your initial investment. The availability and terms of financing with third-party lenders will depend on factors such as the availability of financing generally, your credit-worthiness and policies of lending institutions concerning the type of business to be operated.

IN-LINE RESTAURANT

The following chart provides an estimate of your initial investment for an in-line Villa Pizza restaurant or a Cozzoli's restaurant.

EXPENDITURE	AMOUNT	METHOD OF PAYMENT	WHEN DUE	TO WHOM PAYMENT IS TO BE MADE
Initial Franchise Fee '	$25,000	Lump sum	Upon signing the Franchise Agreement	Franchisor
Opening Inventory	$4,000 - $7,500	Lump sum	Before opening	Various suppliers
Lease Deposit²	$2,500-$10,000	Lump sum	Upon signing the Lease	Landlord
Lease Negotiation Fee 3	$0 - $50,000	Lump sum	Upon demand	To us or our affiliate
Utility Installation and Deposits ⁴	$200 - $2,000	As incurred	As incurred	Utility companies
Leasehold Improvements	$150,000-$600,000	As incurred	As incurred	Contractors & suppliers
Advertising and Marketing	$3,000	Lump sum	15 days before opening	Advertising agency
Insurance ⁵	$1,200-$4,000	Lump sum	Before opening	Insurance broker or company
Office Equipment and Supplies	$550-$1,500	As incurred	As incurred	Various suppliers
Equipment Package ⁶	$50,000 -$85,000	Lump sum	Before opening	Contractors & suppliers
Training Expenses⁷	$2,500 - $4,000	As incurred	During training	Hotels, airlines, etc.
Professional Fees, Licenses & Permits ⁸	$4,000-515,000	As incurred	As incurred	Outside contractor
Additional Funds -(three months)⁹	$6,000 -$15,000	As incurred	As incurred	Employees, suppliers, utilities, etc.

TOTAL ESTIMATED INITIAL INVESTMENT (exclusive of real estate and related costs)^l0: $248,950 to $822,000.

NOTE 1 If you do not sign the appropriate lease documentation within nine months after execution of the Franchise Agreement, you or we may terminate the Franchise Agreement, and related

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agreements, if any. In this event, we will refund the initial franchise fee, less the costs and expenses we incurred in connection with the search for a site, travel and living expenses and legal and other related expenses, as long as you and your owners sign a general release satisfactory to us.

If, for any reason, you have not opened your restaurant within six months after the date the site is available to you, (or a different date if specified in the lease), we may terminate your Franchise Agreement at any time thereafter and before the opening of the restaurant, by giving you written notice. If your Franchise Agreement is terminated in these circumstances, we will refund the initial franchise fee, less the costs and expenses we incurred in connection with your franchise including expenses incurred in the search for a site, advertising and negotiating the lease for the restaurant, construction expenses, if any, and expenses incurred in training you and your employees, including travel and living expenses, compensation of our employees and other legal fees and expenses we have incurred, as long as you and your owners sign a general release satisfactory to us.

NOTE 2 You will need to purchase or lease a site of approximately 1,200 to 3,000 square feet.

NOTE 3 If the Franchisor or one of its affiliates negotiates a lease for the premises on your behalf, which lease, in the Franchisor's reasonable judgment, would be acceptable for the operation of a Villa Pizza or Cozzoli's restaurant, you may have to pay the Franchisor a lease negotiation fee, which may include both legal costs (including time spent by any in-house counsel) and brokerage fees.

NOTE 4 This item does not include rent deposits for leased premises. In some areas, some utility companies do not require utility deposits. Where required, these deposits are generally refundable.

NOTE 6 This sum includes all necessary equipment and fixtures, signs, beverage systems, menu display boards, cash registers and related items.

NOTE 8 This expense includes architectural fees, legal fees, accounting services, licenses, permits and administrative expenditures.

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Uniform Franchise Offering Circular

you will not have additional expenses in starting the restaurant. Your actual cost will depend on factors such as your management skill, experience, and business acumen; local economic conditions; the local market for the restaurant; the prevailing wage rate; competition in the market place; and the sales level reached during the start-up phase. These amounts do not include any estimates for any debt service.

NOTE 10 The total estimated initial investment does not include real estate and related costs.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Generally

To ensure that uniform and high standards of quality and service are maintained, you must operate your restaurant in strict conformity with our methods, standards and specifications and you may purchase goods, services, supplies, fixtures, equipment and inventory only from suppliers we have approved ("Approved Supplier"). You must purchase a dough mold from us; and we can be an Approved Supplier for other items. The cost of equipment purchased in accordance with specifications represents between 25% and 35% of your total purchases in connection with the establishment of your restaurant. Currently, one of our affiliates may provide lease negotiation services and/or sublease the premises to you. We formulate and modify, at our sole discretion, specifications and standards we impose on franchisees and suppliers. Specifications and standards are issued to franchisees through the Operations Manual(s) and to suppliers by written agreement. We attempt to negotiate purchase arrangements with suppliers (including price terms) for the benefit of all Villa Pizza and Cozzoli's restaurants, including those owned by franchisees; however, all supplier discounts and rebates are our property and you may claim no rights thereto. We do not provide material benefits (e.g., renewal or additional franchises) to a franchisee based on his use of designated or Approved Suppliers. If you want to use another supplier, you must make a written request to us for approval, which approval will not be unreasonably withheld. You must obtain approval in writing.

There are no franchisee purchasing or distribution cooperatives.

Items We Supply or Derive Revenue From

Currently, you must purchase your dough mold from us at our cost, plus shipping and handling, in order to ensure uniformity. During our fiscal year ended December 2004, we derived revenues of $1,500, or a de minimis percentage of our total revenues of $1,226,607 from these purchases by franchisees. We estimate that your purchases of these items from us will represent a de minimis percentage of your total purchases and leases in opening and operating your restaurant. Neither we nor any of our affiliates derived revenues last year from any lease arrangements with franchisees. From time to time we collect monies for miscellaneous items. During the fiscal year ended December 2004 we derived revenues of $5,000, or a de minimis percentage of our total revenues of $1,222,607 from these miscellaneous purchases.

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Uniform Franchise Offering Circular

An Approved Supplier of beverage products has agreed, subject to certain conditions, to pay our affiliate, Villa Management, rebates based on purchases from company-owned Villa Pizza and Cozzoli's restaurants, as well as purchases from our Franchisees who choose to sell such supplier's beverage products exclusively. (Villa Management has agreed to sell such supplier's products exclusively through December 31, 2006 with respect to company-owned restaurants.) Under this program, Villa Management receives from this Approved Supplier: (1) rebate to be used for various marketing and promotional programs aggregating $2.84 per gallon of post-mix products, of which we will remit to you $1.09 per gallon with respect to your purchases, if you participate; (2) a price protection rebate equal to the amount, if any, by which gross weighted average national account prices increase by more than 3% over the prior year; (3) a $2,000 vendor rebate for each new restaurant that sells the designated vendor's beverage products exclusively and remains open for a contractually agreed period, which rebate we will use in our discretion for marketing and grand opening support of your restaurant; (4) marketing support by the supplier valued at $0.31 per gallon for post mix products; (5) growth incentive rebate of $1.00 per gallon if post mix product purchases by the entire company-owned and franchise system exceed annual growth of 3% over the prior year; and (6) rebates of $0.50 per case of packaged beverage products, which are to be used for certain marketing programs. Except as described above, Franchisees will not receive a portion of the rebates described in Nos. (2) and (5) above, because the amounts involved, if received at all, are so de minimis, that the accounting and calculation involved would be extremely difficult and costly. In addition, the rebates described in Nos. (4) and (6), above, will not be shared with our Franchisees, but will be used in their entirety to cover system-wide marketing expenditures. As noted above, under the Franchise Agreement, you have no contractual right to any of these rebates, and we may use them at our discretion.

Site Selection

You must select a site for your restaurant that conforms to our standard site selection criteria and which we accept or reject based upon our experience and expertise in operating Villa Pizza restaurants and Cozzoli's restaurants.

Lease of Premises

We have the right to approve the terms of any lease or sublease for the premises of your restaurant. Typically, one of our affiliates will execute a mutually satisfactory lease, and you may execute a sublease on substantially the same terms. Sometimes we may authorize you to execute a lease with the owner of the premises that is acceptable to both you and us, along with a conditional assignment of lease in favor of us or one of our affiliates. Any lease that you sign must be exclusively for the operation of a Villa Pizza or Cozzoli's restaurant, and must provide that upon termination or expiration of the franchise, for any reason, the Franchisor or one of its affiliates will have the right, but not the obligation, to assume the lease, and replace you as tenant. If we exercise that right, we will fully indemnify you from all liability for future rent and all other future obligations under the lease (though not from any liability for unpaid rent or any then-existing liabilities or obligations under the lease). You must agree to sign any documents required to assign the lease to us or our designee.

Development of the Premises

You are responsible for developing the restaurant and for all expenses associated with it. Promptly after obtaining possession of the site for the restaurant, you must obtain all required zoning changes, all required building, driveway, utility, health, sanitation and sign permits. You also must complete development of and have the restaurant ready to open and begin operations within a reasonable time, but not more than six months unless extended by us, or for a shorter or longer time period as specified in the lease, after you possess the site. We must inspect and approve your restaurant before opening.

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Uniform Franchise Offering Circular

Purchase or Lease of Equipment, Furniture, Fixtures and Signs

The equipment, furniture, fixtures, and exterior and interior signs required for the restaurant must conform to our specifications. Specifications may include minimum standards for delivery, performance, designs and appearance, and local zoning, sign and other restrictions. You may purchase or lease original and replacement equipment, furniture, fixtures and signs meeting our specifications from sources we have approved. You must notify us, before dealing with any sources which we have not previously approved, and we may require submission of sufficient specifications, photographs, drawings and/or information and samples to determine whether those items meet our specifications. We, at our sole option, may provide you with specifications and minimum standards for all or portions of the restaurant's construction, design and layout, which you must follow.

Food Products, Beverages, Supplies and Materials

Your restaurant may use and/or offer for sale only food products, beverages, ingredients, uniforms, packaging materials, menus, forms, labels and other supplies from suppliers we have approved in writing. If you want to purchase any items from a supplier other than us, or a supplier who we have not approved, you must submit to us a written request for approval, or request that the supplier does so. These requests must contain a covenant to conform, at all times, to our standards and specifications in effect from time to time.

We may require, as a condition of the supplier's approval, that our representative be permitted to inspect its facilities, and that it deliver samples, at our option, to us for testing. The samples must demonstrate, to our satisfaction, an ability to meet our standards and specifications. Either you or the supplier seeking approval must pay us a charge, to be not more than the cost of the inspection and testing, and we will not be liable for damage to any sample that may result from the testing process.

The supplier must also demonstrate to us the existence of quality controls, and the financial and managerial capacity to supply your needs promptly and reliably. We reserve the right, and the supplier must agree, as a condition to our approval, at our option, to allow us to re-inspect the facilities and to retest the products at any time, without prior notice and without liability, and regardless of any contractual arrangement between you and the supplier. We generally will notify you of our approval or disapproval of a supplier you propose within 30 days after you submit the necessary information to us. We may revoke our approval if the supplier has failed to continue to meet any of our criteria.

We reserve the right to be either the sole source of supply, or the sole designator of suppliers who will provide food products, ingredients or mixes involving trade secrets, confidential formulae or confidential recipes. We will have no obligation to release any trade secret, confidential formulae or confidential recipe to you or any other supplier. We have the right to profit from those sales.

Specifications, Standards and Procedures

You agree to operate the restaurant exclusively as a Villa Pizza restaurant or Cozzoli's restaurant, in strict conformity with the Operations Manual, and not to engage in any other type of business at the franchised location. You must equip, maintain, staff and operate the restaurant strictly in accordance with the methods, procedures and techniques we, from time to time, establish in the Operations Manuals or otherwise. You must maintain the restaurant, and its appearance, in a clean and orderly manner, consistent with the operation of a quality Villa Pizza restaurant or Cozzoli's restaurant, and in accordance with our directives, which we deem necessary to protect the standards of quality and uniformity we establish for the

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Uniform Franchise Offering Circular

System. You also must conform to all standards of quality and service that we prescribe, to sustain the good will and prestige that the proprietary marks enjoy with the public.

We reserve the right, in our sole discretion, to modify our System, including the adoption and use of new or modified logos, trade names, service marks or copy-righted materials, new food items, new products, new techniques or new equipment. You recognize Our right to make any such modifications or changes and agree to accept, implement, use and display such changes and modifications at Your expense. You agree that You will make all changes or modifications that We may require, within a reasonable time after notice from us.

Advertising by Franchisee

You may not engage in any advertising program or use any other advertising, including local advertising placed on television, print or any other media, or prepare or use any marketing materials, unless we have approved it in writing.

Insurance

You must maintain in force: (a) all risk property insurance on contents including improvements and betterments in amount equal to 100% replacement value; (b) commercial general liability insurance, to include personal injury, products liability and employers non-ownership automobile coverage ($2,000,000 general aggregate limit, $2,000,000 products completed operations aggregate limit, $10,000 medical expense limit, $1,000,000 personal and advertising injury; $1,000,000 per occurrence); (c) liquor law legal liability, if the restaurant sells alcoholic beverages ($1,000,000); (d)sign coverage for value of sign;

(e) workers' compensation and employers' liability ($1,000,000 each accident, disease and employee);

(f) loss of income insurance (in an amount sufficient to cover the royalty and advertising fees due under the Franchise Agreement, for a period of at least six months); and (g) rental value insurance (in an amount sufficient to cover the rents and other fees due the landlord and/or Merchants' Association under the lease, if any, during any period of business interruption or inability to operate the restaurant) or such greater amounts of insurance as required by the lease for the restaurant. All insurance policies must be issued by carriers we have approved and who are authorized to do business in the state where the restaurant is located, must contain the types and minimum amounts of coverage, exclusions and maximum deductibles as we prescribe from time to time, must name us and our affiliates as additional insureds, must provide for 30 days' prior written notice to us of any material modification, cancellation or expiration of such policy and must include all other provisions we may require from time to time.

Computer Equipment

You must purchase or lease a computer or electronic cash register, but we do not specify the brand or model. You may not use any hardware and/or software in the operation of the restaurant without the Franchisor's prior approval, which approval will not be unreasonably withheld. (See Item 11).

ITEM 9 FRANCHISEE'S OBLIGATIONS

This table states your principal obligations under the Franchise Agreement and Sub-Lease Agreement. It will help you find more detailed information about your obligations in the agreements and in other items of this Offering Circular.

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Uniform Franchise Offering Circular

OBLIGATION	SECTION IN AGREEMENT	ITEM IN OFFERING CIRCULAR
a. Site selection and acquisition/lease	§3; Sub-Lease Agreement in its entirety	Items 8 and 11
b. Pre-Opening purchases/leases	§§3, 4; Sub-Lease Agreement in its entirety	Items 6,7, 8 and 11
c. Site development and other pre-opening requirements	§§4,5	Items 7, 8 and 11
d. Initial and ongoing training	§7	Items 6,7 and 11
e. Opening	§3	Items 7 and 11
f. Fees	§§19, 20, 21, 35, 42; §7 of Sub-Lease Agreement	Items 5, 6 and 7
g. Compliance with standards and policies/Operations Manual	§§4,9,13	Items 8 and 11
h. Trademarks and proprietary information	§§16,17,18	Items 13 and 14
i. Restrictions on products/services offered	§22	Items 8 and 16
j. Warranty and customer service requirements	§9	Item 8
k. Territorial development and sales quotas	N/A	N/A
1. Ongoing product/service purchases	§22	Item 8
m. Maintenance, appearance and remodeling requirements	§6	Item 8
n.Insurance	§15	Items 6,7 and 8
o. Advertising	§21	Items 6,7,8 and 11
p. Indemnification	§41	Item 6
q. Owner's participation/management/staffing	§§8,14,40	Item 15
r. Records/reports	§§10, 11,12, 43(m)	Item 8
s. Inspections/Audits	§23	Item 6
t. Transfer	§§28,29,30,31,32,33, 34,35,36,37,38;§9(e) of Sub-Lease Agreement	Items 6 and 17
u. Renewal	§2	Item 6 and 17
v. Post termination obligations	§25; §11 of Sub-Lease Agreement	Item 17
w. Non-competition covenants	§§14,27	Item 8 and 17

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Uniform Franchise Offering Circular

OBLIGATION	SECTION IN AGREEMENT	ITEM IN OFFERING CIRCULAR
x. Dispute Resolution	§§43(e), 43(0, 43(h), 43(1); § 19 of Sub-Lease Agreement	Item 17
y. Release of Existing Liability	§43G)	None

ITEM 10 FINANCING

We do not offer direct or indirect financing although we work with the Small Business Administration approved lenders "CIT" and "Popular Small Business Capital" and will work with You to help You process SBA funding through any approved lender. We do not guarantee your note, lease or obligation. While we may in the future lease sites to franchisees, we currently do not do so. We do not have a current form of lease.

ITEM 11 FRANCHISOR'S OBLIGATIONS

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

Pre-Qpening Obligations

We will provide the following pre-opening assistance:

1. We will provide you with assistance in choosing and evaluating a location. (Franchise Agreement, Section 3);

2. We will also provide guidance to you in developing your restaurant. We will provide you with specifications for inventory and supplies, equipment, furniture, fixtures, and related elements of decor, and the exterior and interior signs required for the restaurant. (Franchise Agreement, Section 4);

3. We will provide initial training to you (or your principal owner) and your full-time Restaurant Manager. This training is described in detail later in this Item. (Franchise Agreement, Section 7);

4. We will loan to you a copy of our confidential Operations Manual (Franchise Agreement, Section 13). The table of contents is attached to this Offering Circular as Exhibit D.

Continuing Obligations

We will provide the following assistance during the operation of your restaurant:

1. We will provide the periodic operating assistance to you with regard to the System, including improvements and changes, that we determine are necessary. This assistance may include advice and guidance regarding hiring and evaluating personnel, food preparation and supplying menus and food recipes, preparation and requirements, advertising and

Villa Pizza, LLC

Uniform Franchise Offering Circular

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