UFOC

Sample UFOC

INFORMATION FOR PROSPECTIVE FRANCHISEES REQUIRED BY THE FEDERAL TRADE

FRANCHISEES RECEIVED COMMISSION np C0R^p0v'/¹⁰

WORLD WRAPPS INTERNATIONAL LLC ^ «rv 3 j P 2 51

A Delaware Limited Liability Company

401 Second Avenue South, Suite 150

Seattle, Washington 98104

Tel: 1-206-233-9727 Fax: 1-206-233-0539

TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS INFORMATION. WE HAVEN'T CHECKED IT. AND DON'T KNOW THAT 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 IS WRONG OR ANYTHING IMPORTANT THAT'S BEEN LEFT OUT, YOU SHOULD LET US KNOW ABOUT IT. IT MAY BE AGAINST THE LAW.

THERE ALSO MAY BE LAWS ON FRANCISING IN YOUR STATE. ASK YOUR STATE AGENCIES ABOUT THEM.

Federal Trade Commission Washington, D.C.

THE DATE OF THIS OFFERING CIRCULAR IS March 31, 2005.

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FRANCHISE OFFERING CIRCULAR

WORLD WRAPPS INTERNATIONAL LLC

A DELAWARE LIMITED LIABILITY COMPANY

401 Second Avenue South, Suite 150, Seattle, Washington 98104

Tel: 1-206-233-9727 Fax: 1-206-233-0539

The Franchisee will operate counter-service casual restaurants, serving food and non-alcoholic beverages, under the registered service mark and trade-name World Wrapps.

The initial franchise fee is $25,000. The estimated initial investment required ranges from $300,000 to $600,000. This sum does not include rent or the purchase price of land or building.

RISK FACTORS

1. THE DEVELOPMENT AGREEMENT AND FRANCHISE AGREEMENT PERMIT YOU TO SUE US ONLY IN THE STATE OF WASHINGTON. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO SUE US IN WASHINGTON THAN IN YOUR HOME STATE.

2. THE DEVELOPMENT AGREEMENT AND FRANCHISE AGREEMENT STATE THAT WASHINGTON 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.

3. THERE MAY BE OTHER RISKS CONCERNING THE FRANCHISE.

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

Registration of the franchise by 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 and the state authority.

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The name and address of the Franchisor's agent in this State authonzed to receive service

of process is: Jim Richardson, 401 Second Avenue South, Suite 150, Seattle, Washington

98104.

ITEM TABLE OF CONTENTS

1. THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES........ 5

2. BUSINESS EXPERIENCE........................................................ 7

3. LITIGATION........................................................................... 10

4. BANKRUPTCY ...................................................................... 10

5. INITIAL FRANCHISE FEE.......................................................... 11

6. OTHER FEES........................................................................ 11

7. INITIAL INVESTMENT............................................................. 15

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

9. FRANCHISEE'S OBLIGATIONS................................................ 19

10. FINANCING.......................................................................... 21

11. FRANCHISOR'S OBLIGATIONS.............................................. 21

12. TERRITORY........................................................................ 29

13. TRADEMARKS..................................................................... 31

14. PATENTS, COPYRIGHTS & PROPRIETARY INFORMATION....... 32

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISE BUSINESS............................. ............... 33

16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL............ 34

17. RENEWAL, TERMINATION, TRANSFER & DISPUTE RESOLUTION 34

18. PUBLIC FIGURES................................................................. 41

19. EARNINGS CLAIMS............................................................... 41

20. LIST OF OUTLETS................................................................ 42

21. FINANCIAL STATEMENTS..................................................... 43

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22. CONTRACTS....................................................................... 43

23. RECEIPT...........................................................................Last Page

EXHIBITS

A. Financial Statements

B. List of State Filings

C. Agents for Service of Process

D. Development Agreement

E. Franchise Agreement

F. Supplemental Information

G. Manuals' Table of Contents

H. List of Company-Owned Locations I. List of Franchisees / Developers J. Model Restaurant Financial Statements K. Franchisee Disclosure Questionnaire

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ITEM 1 THE FRANCHISOR, ITS PREDECESSOR & AFFILITATES

To simplify the language in the Offering Circular, "World Wrapps", "we", "us", and "our" means World Wrapps International LLC, the franchisor. These terms may include our affiliates and predecessors when speaking of past events or current company operations. "You" means the person or entity that buys the franchise, called the "Developer" under the Development Agreement and the "Franchisee" under the Franchise Agreement. When we refer to "Agreements", we mean both the Development Agreement and the Franchise Agreements.

Franchisor: World Wrapps International LLC was incorporated as a Delaware limited liability company on January 17, 2002. We maintain our principal place of business at 401 Second Avenue South, Suite 150, Seattle, Washington 98104, and do business under the trade name and service mark World Wrapps. Our stock is not publicly traded.

Our agents for service of process are listed in Exhibit C.

Since 1995, our affiliates and predecessors have developed and operated a system of restaurants utilizing the service mark World Wrapps®, and specializing in providing flavorful and healthy high-quality moderately-priced food (including international menu items served in wraps or bowls) and beverages (including blended fruit smoothies and juices) in a distinctive, quick-casual setting ("Restaurants"). As of January 1, 2003, we owned and operated 16 Restaurants similar to the franchises offered by this Offering Circular.

Our Affiliates

Our parent company, World Wrapps Northwest, Inc. (WWN) was incorporated in the State of Washington on November 8,1995, and maintains its principal place of business at 401 Second Avenue South, Suite 150, Seattle, Washington 98104. In March 1997, WWN formed a wholly owned subsidiary to purchase certain assets of Todo, Inc., a Washington corporation, and converted a number of its restaurants to World Wrapps Restaurants.

WWN is controlled by Flynn Industries, Inc. (FN), a Nevada corporation formed on April 22, 1985, with its principal place of business at One Flynn Center, 825 Van Ness Avenue, Suite 501, San Francisco, California 94109.

Predecessors of Franchisor

In November 2000, WWN bought most of the assets of World Wrapps, Inc. (WWI), a California corporation formed in 1995. WWI is credited with initiating and pioneering the wraps restaurant concept, serving flavorful and healthy high-quality international dishes, such as Thai Chicken, Samurai Salmon, Teriyaki Chicken or Tofu, Barcelona Paella,

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Caribbean Sole, Texas Roadhouse BBQ, Bombay Curry Veggie and more, wrapped in flavored flour tortillas, including bright colored spinach and roma tomato flavors, as an alternative to traditional fast food. In 1996 World Wrapps was named as one of the 10 Hot New Concepts of the Year by the Nations Restaurant News. WWN acquired the entire system, including all trademark and service mark rights and all manuals, designs and other intangible property rights. We have been granted the right to award World Wrapp franchises in the United States and Canada.

Franchise Experience of Predecessors:

Flynn Industries, Inc. (FN), and its subsidiaries Flynn Food Company, Inc., and Soma Foods Inc. have been Burger King franchisees in San Francisco since beginning in 1978. From February of 1999 until November of 2001, Fll also served as managing member of Franchise Equity Capital LLC, an Applebee's franchisee in the Seattle-Tacoma area. Founded on April 1, 2003, Flynn Olympic Restaurants, LLC, an Fll subsidiary, is the franchisee and operator often (10) Burger King restaurants in the south Puget Sound area. Neither we nor any of our affiliates nor any other predecessor has to our knowledge offered other franchises in any State.

Description of Franchise:

You will develop and operate one or more Restaurants within a defined geographical area ("Territory"). You will use our service marks, construction specifications, designs, color schemes, signs and equipment for your Restaurant premises, procedures and recipes for preparing food and beverage products, inventory, operations, and financial control methods, initial and ongoing management training and teaching techniques, and advertising and promotional services and assistance.

Each franchise arrangement usually consists of two parts: a development agreement ("Development Agreement") which requires you to open and operate at least one Restaurant pursuant to an initial development schedule and during the remaining term of the Development Agreement, and allows you to open and operate more Restaurants in the Territory if needed; and separate franchise agreements ("Franchise Agreements") between you and us for your operation of each Restaurant. The Franchise Agreement specifies the location of the Restaurant and tells you your rights and obligations for that Restaurant. The Development Agreement and each Franchise Agreement will be between you and us, and if you are a corporation or limited liability company, some or all of your shareholders or members, and if you are a partnership, some or all of your partners. Those people who sign as your shareholders, members or partners and who guarantee your financial obligations to us under a Development Agreement and Franchise Agreement are called "Principal Shareholders".

Although the Agreements attached as Exhibits E and F assume that you are a limited liability company franchise, we do consider other types of business entities (for example, corporations, general and limited partnerships, sole proprietorships) which meet the requirements for franchisees described in the Agreements. In those cases, you must execute amendments to the Development Agreement and Franchise Agreement that

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conform those Agreements to your form of business structure.

The Restaurants compete with other national and local restaurants providing similar food, beverages and services to the general public. Your direct competitors will include other fast food and casual restaurants in the area of your Restaurant. We believe, however, that World Wrapps Restaurants have particular appeal because of their unique selection of flavorful and healthy high-quality international food and beverages served promptly in an upbeat casual atmosphere. Many customers will choose World Wrapps over leading fast-food outlets because they believe our food tastes better and is healthier. Many customers will choose World Wrapps over leading casual restaurants because of faster service and lower prices for comparable or even preferred food and beverages.

In addition to the laws, regulations and ordinances applicable to business generally, such as the Americans with Disabilities Act, Federal Wage and Hour Laws, and the Occupation, Health and Safety Act, you should consider that certain aspects of the restaurant business are heavily regulated by federal, state and local laws, rules and ordinances. The 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 applicable statutory guidelines, the national air quality standards for ozone, carbon monoxide and particulate matters. Certain provisions of those laws impose caps on emissions resulting from commercial food preparation.

To operate the Restaurant you need not sell alcoholic beverages. If you choose to do so, you must first obtain an appropriate liquor license. State and local laws, regulations and ordinances vary significantly in the procedures, difficulty and cost to obtain a liquor license to sell liquor, the restrictions placed on how liquor may be sold, and the potential liability dram shop laws impose involving injuries, directly or indirectly, related to the sale and consumption of liquor. Licenses limited to selling beer and wine for on-site consumption are often somewhat less rigorous. You must understand and comply with all applicable laws, regulations and ordinances in operating the Restaurant.

ITEM 2 BUSINESS EXPERIENCE

Our officers and Directors are:

Chairman & Chief Executive Officer:___________________________________Donald Flvnn

Mr. Flynn is currently our Chairman of the Board and Chief Executive Officer, positions he has held since July 2001. From April of 1985 until October of 1999, and again from March of 2001 to the present date, Mr. Flynn has served as Chairman and Chief Executive Officer of Flynn Industries, Inc. and its affiliates, a San Francisco and Seattle based group of companies with interests in restaurants, real estate and venture capital. Mr. Flynn is a

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graduate of Northwestern University and Stanford Law School.

Managing Director

Phillip A. DeMaria

Mr. DeMaria has served as our Managing Director since July of 2001. Mr. DeMaria also has served as Managing Director and Chief Financial Officer of Flynn Industries, Inc. and its affiliates since April of 2001. He is Managing Owner of Flvnn Olympic Restaurants. LLC, which currently owns and operates 16 Burger King Restaurants. Previously. Mr. DeMaria's career had, focused on Jinance ja_n_d_ real _estata JSince _1982_ he Jiejd _sen[qr_ positions with the Bank of America, GMAC Mortgage Company, Cushman & Wakefield, First Nationwide Bank, the Bank of California, Downey Capital, and Hardage/Woodfin Suite Hotels.

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Director of Operations,

Mr. Escamilla is Managing Director of Flynn Food Company. Inc₁ a franchisee of Burger^ King Corporation. From 1982 to 1996 he worked for Burger King Corporation in various positions throughout the world including Operations Development Manager of the Middle East based in Riyadh. Saudi Arabia from 1992 to 1994. Mr. Escamilla was the operating partner of six Burger King restaurants from 1997 to 1999 in Northern California before joining Flvnn Food Company. Inc. in 1999. Mr. Escamilla is also a partner in Flvnn Olympic Restaurants. LLC.

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Chief Financial Officer

James Richardson

Mr. Richardson has served as Controller of World Wrapps Northwest, Inc. since March of 1996, and became Chief Financial Officer in August of 2001. In addition to his duties with World Wrapps, Mr. Richardson simultaneously served as Controller of the Flynn Restaurants Group, which included Franchise Eguity Capital LLC, the operator of 10 Applebee's restaurants in the Seattle-Tacoma area and one Applebee's restaurant in British Columbia, Flynn Food Company, Inc., the operator of two Burger King restaurants in San Francisco, and Flynn Olympic Restaurants LLC, the operator of 14 Burger King restaurants in the State of Washington. Prior to joining World Wrapps, Mr. Richardson served as Controller of another multi-unit full service restaurant concept in addition to owning his own retail franchise for 8 years.

District Manager

Tonv White

Mr. White has served as our Washington District Manager since October of 1999. For the prior three years Mr. White was instrumental in several new store openings, and management training, while serving as a Restaurant Manager for World Wrapps. With over 20 years of restaurant experience, Mr. White has held additional management positions with several Full Service restaurants and bars including; Sharkeys Beach Bar and Eatery, Papagayos Cantina, Harry's Bar and Grill, and Cucina Cucina.

Recruiting & Human Resources

Michael Snell

Mr. Snell has served as our Director of Human Resources since November of 1999, bringing over 20 years of restaurant experience to World Wrapps including a wide range of both Human Resource and operational expertise, primarily with the Keg Great Steakhouse as the Western Region Human Resources Manager and with The Spectra Group of Great

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Deleted: Mr. Shepherd possesses over 14 years of restaurant experience and is currently our Chief Operating* Officer, a position he has held since September 2001. Over the past six years, Mr. Shepherd has also served as a District Manager and Director of Operations for World Wrapps Northwest Inc. Since receiving a Bachelor of Arts degree in Hotel & Restaurant Administration from Washington State University, he has focused his career on regional and executive management within the Quick Service restaurant niche. In addition to World Wrapps, Mr. Shepherd has held similar positions with Taco Bell and Todo Wraps. fl

Deleted: fl

District Manager

Teresa M. Siscoffl

Since February of 2001 Mrs. Sisco has served as our District Manager In Northern California. In the prior two years she was a Restaurant Manager for Work) Wrapps during which she lead the opening of one new restaurant. For over 11 years Mrs. Sisco'* career has focused on people development, cost controls. marketing, and franchise ownership with several different Quick Service restaurant companies. Since 1992 she has held positions within the restaurant industry including: Franchise Owner/Operator of Blimpie Subs & Salads, Owner Operator of Muffins & More. Area Supervisor for Blimpie Subs & Salads, and Field Training Consultant for Blimpie Subs & Salads. H

Restaurants (dba Milestones, Bread Garden, Macaroni Grill).

Director of Marketing_______________________________________________Lindv Holmes

Ms. Holmes joined World Wrapps in January 2002 as the Director of Marketing. Before joining World Wrapps, she was an account executive for Barnhardt, Walker & Day Advertising specializing in the development of strategic marketing plans and brand identity strategies for both small and large businesses, as well as managing creative development and media placement for her clients. She also brings collateral print management experience to our team as an account representative for RR Donnelley & Son where she managed the production of marketing materials for such clients as Bank of America and Wachovia Financial. Ms. Holmes holds a B.B.A in Marketing from James Madison University.

Executive Chef_________________________________________________Stuart Guv Smith

A native of the San Francisco Bay Area, Chef Smith learned the basics of the kitchen by helping his Mother and Grandmother cook nightly for their family of ten. He got his first professional kitchen job while in high school and continued in the field through college, working primarily in small cafes and bistros, After graduating from San Francisco State University with a Fine Arts Degree, Chef Smith helped open Savannah Grill in Marin County. Chef Smith then moved to Rancho Solano Country Club, now recognized as an early innovator of Napa Valley Cuisine. His next challenge was at McCormick & Kuleto's Seafood Restaurant in San Francisco. Here Chef Smith created a daily menu with up to 40 varieties of fresh fish flown in from around the world. Most recently he was with Buca di Beppo, before joining World Wrapps in 2002.

Web Site. Promotion & Special Events - California_________________Michael T. Kilpatrick

Mr. Kilpatrick brings to World Wrapps' advertising and marketing efforts a broad range of major-market media experience. Having written, designed and produced advertising, magazine to TV, for Flynn Industries and its subsidiaries for nearly 20 years, he has also consulted and created advertising campaigns independently for an array of clients in Northern California and Nevada. He was previously a copywriter for Foote, Cone & Belding/Chicago, creating ads for such clients as 1st Chicago Bank, Sunbeam Appliances, The Chicago Symphony and Ritz-Carlton Hotel. On the editorial side, he has published articles and photos in The Chicago Tribune, Sun-Times, Denver Post and Boulder Camera-- plus the city magazines in San Francisco, Honolulu and Chicago, and Focus Publications (NY & LA). He was a travel/feature writer in U.S. Army/Europe, and is a graduate of the Department of Defense Information School. He holds a B.S. in Journalism/Advertising from the University of Illinois, and M.A. in Mass Communication from the University of Colorado.

Director_______________________________________________________Aaron Noveshen

Mr. Noveshen is one of the original founding partners and creators of World Wrapps restaurants. Serving as Vice President of Food & Beverage and Executive Chef for World Wrapps between 1995 and 2000, he was responsible for creating and evolving the entire World Wrapps menu, concept evolution, and all company purchasing. Previously he served as Chef de Cuisine at the 4 star Alain Rondelli Restaurant, as well as Executive

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Chef of La Scene Restaurant, both in San Francisco. He also served as the head of Culinary Innovation for Matt son & Co., America's largest food and beverage product development company, prior to founding his current company, The Culinary Edge, a food industry-consulting firm based in San Francisco.

Director_____________________________________________________Roberta A. Podesta

Mr. Podesta is a senior vice-president, registered principal and shareholder of Podesta & Co, a Chicago based investment banking firm. He also serves as a director of Flynn Industries, Inc., as well as a director of World Wrapps LLC and World Wrapps Northwest, Inc. His career experience includes investment banking, commercial banking, venture capital, securities and hotel development. Mr. Podesta is a graduate of the University of Notre Dame, B.S. History and Political Science, and of The London School of Economics.

Director____________________________________________________John H. Reininoa. Jr.

Mr. Reininga is the founder and president of Reininga Corporation, a San Francisco shopping center development company founded in 1967, which has redeveloped more than three million square feet of space, including Paseo Nuevo, a $100 Million redevelopment project in downtown Santa Barbara, California anchored by Nordstrom and Macy's; Corte Madera Town Center, a 425,000 square foot mixed-use redevelopment in Marin County, California; and the food and beverage program in the new International Terminal at San Francisco International Airport. Mr. Reininga is a past chairman of the International Council of Shopping Centers, a past president of California Business Properties Association, and currently sits on both boards. He is a Certified Shopping Center Manager, a licensed California Real Estate Broker, and a member of the San Francisco Regional Water Quality Control Board. He earned a B.S. degree in Chemical Engineering from the University of Colorado, an MBA from Stanford University, and is a member of Lambda Alpha, an honorary land economics society.

We do not current employ any franchise brokers to offer these franchises. However, we under discussions to retain certain potential area representatives to refer qualified franchise candidates.

ITEM 3 LITIGATION

One franchise has been sold prior to the year 2004. There has been no litigation or administrative action required to be disclosed in this Offering Circular.

ITEM 4 BANKRUPTCY

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

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Item.

ITEM 5 INITIAL FRANCHISE FEE

You must pay a franchise fee of $25,000 for each Restaurant you open during the initial term of the Development Agreement. At the time you sign a Development Agreement, you must pay us a deposit on the franchise fees to be incurred under the Development Agreement. The franchise fee deposit amount required is equal to the greater of (a) the franchise fee for 1 of the Restaurants you will develop during the "initial development periods" ($25,000), or(b)10% of the entire franchise fees covering the Restaurants you will develop during the "initial development periods". We allocate the franchise fee deposit equally toward the $25,000 franchise fee due for each Restaurant you open during the initial term of the Development Agreement. You must pay the balance of the franchise fee for each of the Restaurants by check as follows: one-half when you sign the Franchise Agreement for the Restaurant and the remaining balance 14 days before you are scheduled to open the Restaurant. However, at present the payment of the initial franchise fee deposit is being deferred until World Wrapps has fully performed its preopening obligations under the Franchise Agreement.

We do not refund the franchise fees except as described below:

If you fail to develop the number of Restaurants required by the Development Agreement or you cannot operate a Restaurant because a third party asserts rights under state law in our service mark World Wrapps ® and this assertion keeps you from developing or operating the Restaurant, we will refund the franchise fee or fees prepaid regarding the Restaurant or Restaurants that you cannot develop or operate.

Except as stated above, franchise fees are the same for all franchisees subject to this offering.

ITEM 6 OTHER FEES

I Name of Fee	Amount	Due Date	Remarks
Royalty*¹'	4% of total gross sales. But can be increased to 5% by us after 1/1/2005.	Payable monthly on the 12th day of the next month.	Gross sales include all revenues from the Restaurant. Gross sales do not include sales or use tax.

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Advertising (National Fund)⁽¹⁾

1.5% of total gross sales. But can be increased by us at any time.⁽²⁾Total adverttsing fees cannot exceed 4%.

Same as Royalty.

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Advertising (Local Market)'³'	1.5% of total gross sales. But can be increased by us at any time.⁽²⁾ Total advertising fees cannot exceed 4%.
Cooperative Advertising	Maximum 1.5% of total gross sales.		We can require you to form, or you and another franchisee(s) in same market can form, an advertising cooperative for a market to cooperatively spend the local advertising fee noted above. We have no vote in these cooperatives unless we have Restaurants in the market. If so, our vote is determined in the same way your vote is determined.
Advertising New Restaurant¹³'	No amount required.		We reimburse you up to 50% of amount spent, to a maximum of $2,500.
Late Fee¹¹'	18% interest or highest rate allowed by law.	Immediately.	Payable if royalty or advertising fee or other amounts due to us are not paid on time.
Employee Profile Test*¹'	Approximately $150 per test. Non-Management $75 per test.	30 days after billing.	Payable if we want your Director of Operations or other supervisory employees tested.
Additional Training for Restaurant Management (and higher)	No training costs. All out-of-pocket expenses (hotel, travel, etc.) paid by you.		Up to 4 training individuals (we determine the number) supplied for pre- and post-opening of Restaurant. You pay for additional trainers and/or time.
Supplier Sample Test¹¹'	$50 - $700 per test.	30 days after billing.	Payable if you want us to approve a new supplier, and we require a test of the supplier's products. \|j

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Extra Manuals'¹'	$5 -$250	30 days after	Payable if you want I
		billing.	extra Manuals, training materials and the like. We loan you
			the first set for free.
Architectural Designs'¹'	$165-$560 per set.	30 days after	Payable if you want
		billing.	"Diazo" Mylars, Erasable Vellums, or Paper Sepias. One set of 11x17 reduced Xerox drawings and one set of AutoCAD discs of Restaurant design are free to franchisee's architect.
Audit Fee	Amount paid by us.	30 days after	Payable if you fail to
{Balance Sheet and Profit &		billing.	give us annually a
Loss Preparations)*¹'			balance sheet and profit & loss statement and we pay to have your books audited.
Compliance Audit Fee'¹'	Cost of audit plus	30 days after	Payable if audit
	interest.	billing.	shows an understatement of at least 3% of gross sales for any month.
Insurance'¹'	Cost of insurance and	30 days after	Payable if you fail to
	any late fee.	billing.	insure your Restaurant and we buy the insurance.
Site Development¹¹'	Reimbursement of	30 days after	Payable if you fail to
	costs.	billing.	locate a Restaurant site and you have not paid a franchise fee, we can require you to reimburse our
			expenses.
Software License Fee^w	To be determined by	30 days after billing	We require you to
	Licensor of Software.	for software	install the hardware
		purchased.	and software necessary for a point of sale system. The hardware, operating system and software will be purchased and/or licensed from approved supplier(s).

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Alteration After Termination	Reimbursement of	Upon demand.	Payable if the
(i)	costs.		Franchise Agreement has ended and you do not remove the trade name and decor items and repaint and we spend the money to do these things.
Personal Property Removal	Reimbursement of	30 days after	Payable if your
Fee⁽¹⁾	costs.	billing.	Franchise Agreement has ended, you fail to remove your
			personal property,
			and we take over the
			Restaurant site but
			do not buy the
			personal property. If
			we pay to remove the
			property, you must
			reimburse us.
Transfer Fee'¹'	Up to $2,500.	Before the closing	Payable whe^you
Transfer Fee'¹'		of the transfer.	sell your Restaurant,
			if we require a fee.
Indemnification'¹'	Amount of costs.	30 days after	Payable if we have
		billing.	costs for third party claims (including attorneys' fees) from the operation or condition of your Restaurant.

Unsuccessful Party Legal	Amount of fees.	Upon demand.	Payable if you are
Fees'¹'			the unsuccessful party in a lawsuit with us, you pay our expenses and legal fees.
Management Hiring ^PJ	3 times annual salary	30 days after	Payable if you hire or
	of employee plus	billing.	seek to hire a
	costs and attorneys'		management
	fees.		employee of ours or another franchisee without consent.

Notes:

(1) Fee is payable to us and is non-refundable.

(2) After you sign a Franchise Agreement, we can increase the prospective monthly advertising fees for the Restaurant covered by the Franchise Agreement, including both those payable to us as well as those required under the Franchise Agreement to be spent for local promotional activities, but the total of those fees cannot exceed 4% of your gross sales.

(3) Payable to local advertising providers. Refundability is at the individual provider's discretion.

(4) We may require you to obtain certain software (the "Software") that our designee will license you to use for payment of amounts not exceeding the list purchase price or licensing fee of software performing similar functions in the restaurant industry, currently estimated at $1,500 to

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$2,500 per Restaurant. The supplier may also charge a reasonable fee for preparing updates and maintaining the Software in the future, currently estimated not to exceed $1,000 per Restaurant annually. (5) Payable to the employee's former employer. {See Section 22 of the Franchise Agreement.

ITEM 7 INITIAL INVESTMENT

Franchisee's Estimated Initial Investment And Other Financial Obligations^<1)

	Amount	Method of Payment	When Due	To Whom Payment Is To Be Made
Initial Organizational and Training Expenses {incorporation, legal and accounting fees, site location, insurance, legal, accounting, personnel and training expenses) and other pre-opening expenses)	$10,000-$50,000	As Incurred	As Incurred	Employees; Suppliers; Airlines; Hotels
Purchase of Land ^w	N/A	N/A	N/A	N/A
Leasehold Improvement Costs (construction, remodeling, etc.)	$70,000-$200,000	As Incurred	As Incurred	Owner of Property; Contractors; Suppliers
Furniture, Fixtures, Equipment, and Signage	$60,000-$85,000	As Incurred	As Incurred	Suppliers
POS and Back Office System¹"'	$10,000-$15,000	As Incurred	As Incurred	Suppliers
Smallwares /dishes, silverware, other utensils, etc.)	$10,000-$15,000	As Incurred	As Incurred	Suppliers

Initial Inventory	$10,000-$15,000	As Incurred	Before Opening	Suppliers
Franchise Fee Deposit (4)	$5,000 -$20,000	w	W	World Wrapps
Franchise Fee	$25,000	PJ	ty	World Wrapps
Initial Advertising Expense	$5,000-$10,000⁽⁵⁾	As Incurred	As Incurred	Suppliers

Revised: 5/30/2005

RSDLINE WW1-UFOC 2005Bl.doc

Liquor License(s)

N/A

Additional Funds - 3 Months''¹

$100,000-$170,000

As Incurred

Employees;

Suppliers;

Utilities;

Worid

Wrapps

TOTAl^w

$300,000-$600,000

Revised; 5/30/2005

REDLINE WW1-UFOC 2005Bl.doc

Notes:

(1) The figures in this chart reflect our estimate of your individual investment from the time you sign a Development Agreement through approximately 3 months after you open your first Restaurant. Your actual investment costs depend upon the following factors: leasehold size, location and development needs; time for construction of the leasehold improvements and installation of the furniture, fixtures and equipment; variation in decor packages; signage; number of employees hired and trained; and employee pay structure.

Also, you must maintain sufficient liquid assets (cash, marketable securities, etc.) to satisfy us that you can perform your obligations under the Agreements. The liquid asset requirements are described in Section 7.3 of the Development Agreement.

(2) Since the Restaurants are relative small, typically 750 to 1,500 square feet, a mall or storefront property is typically leased rather than purchased. Annual rentals, which vary widely depending on factors like size, location and condition of the leased premises, are typically 5% to 11% of the Restaurant's gross sales per year. Malls also typically charge for common area expenses, which typically run an additional 2% to 5% of annual gross sales.

(3) You must obtain and use in the Restaurant a point of sale and back of the house computer system that we approve (as described in Item 11). Typically, you will use 2 to 3 terminals and 1 to 2 remote printers per Restaurant

(4) When you sign the Development Agreement, you must prepay a portion of the total franchise fees for the Restaurants we agree you will develop during the initial years of the Development Agreement. (See Item 5).

(5) The franchise fee reduces by the application of a part of the franchise fee deposit described in footnote 4.

(6) You must conduct an advertising campaign to promote the opening of the Restaurant, and we will reimburse you for 50% of your expenditures for opening advertising up to $2,500 if you comply with the requirements described in Section 8.3 of the Franchise Agreement.

(7) This estimates your initial expenses for 3 months of operation. These expenses include working capital, payroll costs, food and paper costs, utilities, ordinary maintenance, local advertising, royalty fees, advertising fees and other expenses normal in operating a Restaurant. These figures are estimates and we cannot guarantee that you will not have additional expenses starting the business. Your costs depend on factors such as: how much you follow our methods and procedures, the area of the country in which you locate your Restaurant; your management skill, experience and business acumen; local economic conditions; the local prevailing wage rate; competition; and sales level reached during the initial period.

(8) We relied upon our experience in the restaurant business to compile this estimate. You should review these figures carefully with your business advisor before making a decision to purchase a franchise. We do not offer direct or indirect financing to franchisees for any items. (Look at Item 10 for more explanation).

ITEM 8

RESTRICTIONS ON SOURCES OF

PRODUCTS AND SERVICES

In order to maintain the uniform high standards of appearance, service, and food and beverage quality necessary to retain and enhance the goodwill and acceptance of the Restaurants, you must adhere to our current and future specifications and standards for the form, content and media of any advertising; the selection and purchase of all food and beverage products; all equipment, signs and other in-store promotional materials, interior and exterior furnishings or decor items; fixtures; uniforms; accounting, bookkeeping, and other business systems; electronic cash registers; computer and video terminals, monitors, hardware and software; and all other materials and supplies we require for the operation of your Restaurants.

We provide you with detailed specifications for the above items, and you must obtain our prior written approval to deviate from these specifications. We will promptly notify you (and any applicable suppliers) in writing of any modification of any of our specifications.

You must purchase or lease all of the above items from sellers, lessors or suppliers we approve in writing. We make available to you a list of approved suppliers.

In certain cases, we have negotiated purchase arrangements with suppliers to benefit our Restaurants and franchisee Restaurants. These arrangements sometimes assure you of the price to be charged to any franchisee or might assure that the product or equipment will be available when needed. We receive no more favorable terms for our purchases than you receive. We derive no income from purchases you make under these arrangements.

At any time, upon written request, you (or a prospective supplier) can ask us to approve a supplier. Before approval or disapproval, we can require that we be allowed to inspect the supplier's facilities at your cost. We can also require that samples from the supplier be delivered to us or to a designated independent testing laboratory for testing. You or the supplier pays for the test(s). We must notify you within 45 days after receipt if we disapprove your request of a particular supplier. We can re-tnspect the facilities of, or retest products of, any approved supplier and revoke supplier's approval if the supplier does not continue to meet our criteria.

We currently evaluate potential suppliers on basis of their ability to meet all of our product standards and specifications and the adequacy of their quality controls and capacity and facilities to supply your and other franchisee needs promptly and reliably.

Beginning in 1995, we began preparing key sauces and certain other food items in our own central kitchens for our Restaurants, to maintain both high quality and cost efficiency. These items ("CK Items") include Asian Dressing, Black Beans, Caesar Dressing, Caribbean Spice Mix, Curry Vegetable Mix, Ginger Slaw Marinade, Mango Salsa, Marinade, Polenta Set Mix, BBQ Sauce, Lemon Butter Sauce, Marinara, Peanut Sauce, Tomato Saffron Sauce, Tequila Lime Sauce, Teriyaki Sauce, Thai Lemon Grass Soup, Tortilla Soup, Soy Glaze, Spanish Set Mix, Szechwan Peppercorn Oil, Tamarind Chutney, Wasabi Vinaigrette. These items change periodically with specials rotation and menu changes. We make the supplies of CK Items available to franchisee and our company-owned Restaurants at our total cost (plus our transportation, carrying and storage costs) through normal third-party food distributors. We might generate a loss, break even or generate a profit on these sales, even though we intend to conduct the CK operation on a break-even basis. When adding together the average prices, storage costs, transportation costs, carrying costs and overhead for the program in 2001, 2002, 2003 and 2004 we operated the CK Items program on a losing basis. Accordingly, the CK is a cost pass-through operation not designed to make a profit, but rather to break even for the benefit of both franchised and company stores. As the number of company and franchised Restaurants increase, we expect to continue operating the CK program on a break-even basis in the future with price increases reflecting only increased costs. All sales through distributors serving either franchisee or company-owned Restaurants will be priced the same. We are currently the only approved supplier of CK Items, but we are open to out-sourcing them if this can be done while maintaining our exceptionally high-quality and unique flavors. CK Items represent approximately 15% of food costs and 5% of gross sales for a typical Restaurant.

Except as stated above, neither we nor any of our affiliates are approved suppliers of any required goods or services, and neither we nor any of our affiliates derive revenue because of required purchases or leases by franchisees in accordance with specifications or standards required by us, or from suppliers approved by us. When we buy similar products, goods and services, each supplier charges us for these items on the same basis as the supplier charges a franchisee.

You must obtain our approval of the site for the Restaurant before you lease the site. We can require the lease to provide: that the lease term is at least as long as the term of the Franchise Agreement, and that if the applicable Franchise Agreement terminates before the expiration of that term, you can assign the lease to us without the lessor imposing conditions on the assignment or obtaining any payment because of the assignment. You must not execute the lease agreement unless we notify you that the lease complies with the requirements described immediately above as well as the other provisions of the Development Agreement and the Franchise Agreement. We will notify you whether the lease agreement does comply within 30 business days of receiving your request for approval. Failure by us to notify you within the 30-business day period constitutes an approval of the lease agreement. You must also obtain our approval of any contract of sale or lease for the Restaurant before you execute the contract or lease.

Before you open the Restaurant for business, you must obtain the type and amount of insurance coverage for the Restaurant we specify in the Franchise Agreement and the Manuals, or otherwise in writing. You must obtain and maintain the specified insurance coverage during the term of the Franchise Agreement from a responsible carrier or carriers we find acceptable. Required insurance (and minimum limits of

liability) include Workers Compensation (statutory limits), Employer's Liability ($500,000 bodily injury by accident, $500,000 bodily injury by disease), General Public Liability, including Product Liability, Injury and Liquor Liability ($1 million each person, $1 million each occurrence, $2 million aggregate), Fire and Extended Coverage (full replacement value) and Umbrella Liability Insurance ($5 million). All of the policies must name us as additional insureds.

Other than as described above, we do not provide any material benefits to franchisees based on their use of approved suppliers. When determining whether to grant new or additional franchises, we consider many factors, including whether you have complied with the requirements described above.

ITEM 9 FRANCHISEE'S OBLIGATIONS

THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE DEVELOPMENT AND FRANCHISE AGREEMENTS 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 Agreement	Item in Offering Circular I
a. Site selection and acquisition/lease	Sections 5.1,5.2, 5.3,10.2 of Development Agreement; Section 7.3 of Franchise Agreement	Items 7,8,11
b. Pre-opening purchases/leases	Sections 10.2,10.3 of Development Agreement; Sections 2.1, 3, 5.1, 5.4, 5.5, 5.6, 5.9, 16.2, 23 of Franchise Agreement	Items 7, 8,11
c. Site development and other pre-opening requirements	Sections 5.1, 5.2, 5.3, 6,12.2,12.4, 12.5 of Development Agreement; Sections 3, 4.2, 4.3, 5.5, 5.6, 8.3, 17, 23 of Franchise Agreement	Items 5,6, 7,8,11
d. Initial and ongoing training	Sections 10.2,12.5,12.6 of Development Agreement; Sections 4.2, 5.1, 6.1 - 6.5 of Franchise Agreement	Items 7,11
e. Opening	Sections 2.1, 3, 5.1 - 5.10, 8.3, 23 of Franchise Agreement	Items 7,11
f. Fees	Sections 4.1 -4.4, 6, 8.9 of Development Agreement; Sections 8.2, 8.3, 9.1,9.2, 9.3,12.7,14.3 of Franchise Agreement	Items 5,6, 7

g. Compliance with standards and policies/Operating Manuals	Sections 2.3,3.3.5.1 - 5.3, 7.1, 7.3, 10.2,10.3, 11.1.11.2, 12.2-12.5of Development Agreement; Sections 2.1, 3, 5.2 - 5.11, 7.1, 8.3 - 8.5.10.1 -10.4,14.1,14.2,14.4,15.3,16.1, 16.4,17.22.23 of Franchise Agreement	Items 11.16 I
h. Trademarks and proprietary information	Sections 11.1,11.2 of Development Agreement; Sections 13.1,18 of Franchise Agreement	Items 5,11.13,14
i. Restrictions on products/services offered	Sections 2.1, 5.4, 5.5, 5.6, 5.8, 5.9, 5.10,18.2 -18.6 of Franchise Agreement	Items 8,11,16
j. Warranty and customer service requirements	Sections 2.1,3, 5.4, 5.5, 5.6, 5.8, 5.9, 5.10 of Franchise Agreement	Items 11,16
k. Territorial development and sales quotas	Sections 2.1 - 2.3, 3.1 - 3.4 of Development Agreement	Items 11,12
1. Ongoing product/service purchases	Sections 2.1, 3, 5.5, 5.6, 5.8, 5.9, 5.10, 7.2 of Franchise Agreement	Items 6,8
m. Maintenance, appearance and remodeling requirements	Sections 5.1, 5.2,10.2 of Development Agreement; Sections 1.3, 1.5, 2.1,3, 5.6, 7.1,7.2, 7.3 of Franchise Agreement	Items 6,11
n. Insurance	Sections 16.1 -16.4 of Franchise Agreement	Items 6, 8
o. Advertising	Sections 8.1 - 8.5 of Franchise Agreement	Items 6,11,16
p. Indemnification	Sections 15.2,15.3 of Franchise Agreement	Item 6
q. Owner's participation/ management/staffing	Sections 10.2,12.2-12.6 of Development Agreement; Sections 5.1 - 5.6, 22 of Franchise Agreement	Items 11,15
r. Records/Reports	Sections 5.1. 5.2. 7.1, 7.3. 7.4 of Development Agreement; Sections 8.2,10.1,10.2,11.1,11.3,14.3, 14.4 of Franchise Agreement	Item 6
s. Inspections/Audits	Sections 8.2,14.1 -14.4 of Franchise Agreement	Items 6,11
t. Transfer	Sections 8.1 - 8.9 of Development Agreement; Sections 12.1 -12.7 of Franchise Agreement	Items 6,17
u. Renewal	Sections 1.3,19.4 of Franchise Agreement	Item 17

v. Post-termination obligations	Sections 11.1 -11.5,12.4 of Development Agreement; Sections 13.1 -13.5,19.2 -19.5 of Franchise Agreement	Item 17
w. Non-competition covenants	Sections 11.1-11.5, 12.4of Development Agreement; Sections 13.1 -13.5 of Franchise Agreement	Items 15,17
x. Dispute resolution	Sections 15.1 -15.3 of Development Agreement; Sections 21.1 -21.3 of Franchise Agreement	Item 17

ITEM 10 FINANCING

Financing is solely your responsibility. Neither we nor any of our affiliates currently offers direct or indirect financing. Sometimes we will make available to you a list of names and addresses of financial institutions which may be interested in providing certain types of financing for qualified franchisees, which financing may include costs of Restaurant leasehold improvements and furniture, fixtures and equipment. None of these financial institutions is affiliated with us, and we have no control over the terms of any financing arrangement between them and you, or whether any of these financial institutions considers you eligible to obtain financing. We do not guarantee your note, lease or other obligation. We do not receive any direct or indirect payments for the placing of financing for any franchisee.

World Wrapps has been accepted on the Franchise Registry. which lists companies whose franchisees enjoy the benefits of a streamlined review process for Small Business Administration (SBA) guaranteed loans. Loan applications for registered franchisors like World Wrapps can be reviewed and processed more quickly and efficiently, giving their franchisees better service and quicker loans. The lender and/or SBA must still consider and evaluate, with respect to each application for SBA financing, factors such as general eligibility, creditworthiness, conflicts of interest, character, use of proceeds, and discrimination.

ITEM 11 FRANCHISOR'S OBLIGATIONS

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

Pre-Qpenino Obligations; Before you open a Restaurant, we will provide the following assistance and services:

1. Within 30 days after you sign your Development Agreement, you will attend an orientation session at our offices. The orientation usually lasts VA days. You will meet with a representative of each of our departments with whom you will work. Also,

we will loan you a set of Manuals. These Manuals are confidential and remain our property. We will alter these Manuals, but the modification will not alter your status and rights under the Development Agreement and Franchise Agreement (Franchise Agreement, Sections 5.4 and 5.5). A list of Manuals you will receive is as follows:

1. Operations Manual

2. Management Training Manual

3. Construction, Equipment & Decor Specifications

4. Franchisee Marketing Support & Specifications

5. Recipe Manual

6. Food Standards Guide

The Manuals provide our specifications and standards for the operation of Restaurants, including specifications and standards for administration, personnel (including employee uniforms and dress), accounting, bookkeeping, record retention and other business systems, safety, insurance, preparation and presentation of all food and beverage items, advertising and marketing and training programs for your employees. The Manuals include the Grand Opening Reimbursement Program Policy Guidelines, which include a "Press Release kit," to assist you with the advertising campaign you conduct to promote the opening of each Restaurant (Franchise Agreement, Section 8.3). The Manuals contain valuable confidential information, like recipes, specifications and the like, which you may only use in the operation of the Restaurant. You must return any of the Manuals loaned to you upon request and immediately upon termination of the Franchise Agreement. The Manuals include a list of approved manufacturers and suppliers (Franchise Agreement, Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.11). The Tables of Content for our Operations Manual is attached as Exhibit G.

2. We will assist you in selecting a Restaurant site. The site is your responsibility to select. We will give you demographic information about the site; we will make an on-site inspection and review your lease for the site, without charge (Development Agreement, Section 5.1). The Construction, Equipments Decor Manual provides you information on the site. For example, a site for a Restaurant should have at least 750 square feet of interior Restaurant space, have parking spaces for at least 25 cars and have easy access to and visibility from the street. We must approve or disapprove your site within 30 business days after we receive your request for approval of the location.

3. We will give you, at no cost, plans and specifications for our typical Restaurants soon after you sign the Development Agreement {Development Agreement, Section 5.2). You hire your own architect and engineers, at your cost, to have them prepare architectural and engineering plans for the Restaurant. After you submit those plans, we will review them and, within 30 business days, tell you if we approve or disapprove those plans. If changes are needed, we will tell you and review any resubmitted plans within 15 business days. Our approval will be deemed granted if we

fail to notify you within the number of days discussed above (Development Agreement, Section 5.2).

4. If, before or after the opening of any of your Restaurants, we determine that a third party has acquired rights under state law to our service mark World Wrapps®, which precludes you from fulfilling any portion of your development obligations in the Development Agreement, we must negotiate with you in good faith to revise those obligations, redefine your Territory or make any other necessary modifications of the Development Agreement and refund any portion of initial franchise fees paid which relate to those Restaurants that cannot be developed (Development Agreement, Sections 3.5 and 4.2). Also, if you comply with certain guidelines regarding the conduct of defense, we will indemnify you and hold you harmless against any claims brought against you because of your authorized use of our service marks (Franchise Agreement, Section 18.7). If you are stopped from operating a Restaurant because a third party has superior rights to our service mark, World Wrapps® under state law, we will refund your initial franchise fee for the Restaurant and assist you, at your request, in locating an alternative site for the Restaurant (Franchise Agreement, Section 18.8).

5. For approximately 7 days before and 5 days after you open each Restaurant, we will provide you with the services of certain of our training personnel to train your Restaurant employees in the operation of the kitchen, service and eating areas. Also, we will assist in coordinating the Restaurant's pre-opening activities (Franchise Agreement, Sections 4.2 and 5.1). We will allow our trainers to stay longer, billed to you at cost, if they do not have prior commitments.

6. Normally within 60 days after you sign the Development Agreement, you will want us to train you and/or your Director of Operations (Development Agreement, Section 12.5). Also, we will train your Restaurant managers (Franchise Agreement, Sections 6.1 and 6.2). The training includes both on-the-job training in one of our Restaurants and classroom training. More about training will follow later in this Item 11.

7. Before your first Restaurant opens, we will provide you with an approved record keeping system (Franchise Agreement, Section 10.1).

8. Before and after you open each of your Restaurants, we will use our best efforts to protect the licensed trademarks, service marks and trade names (Franchise Agreement, Section 18.6).

We are not required to provide any other service or assistance to you before you open the Restaurant.

Post-Opening Obligations: We provide the following services and assistance after you open each of your Restaurants:

1. We will advise and assist you in operating and managing each of your Restaurants and, to that end, will provide you, at training sessions, on-premises visits, and by written or other material, with information on new developments, techniques and improvements in restaurant management, food and beverages preparation, sales promotion and service concepts. Specifically, one of our representatives will visit the Restaurant to consult with you at least once each calendar quarter and, at least twice

each year, a representative will conduct an inspection/consultation at the Restaurant. Also, we will make available to you all additional services, facilities, rights and privileges that we make available to our franchisees generally (Franchise Agreement, Sections 4.1, 5.1 and 14.2).

2. We may provide refresher courses in Restaurant operations available to you and your Director of Operations, and Restaurant Managers (Development Agreement, Section 12.5(b) and Franchise Agreement, Section 6.3).

3. Throughout the term of each Franchise Agreement, we will develop and test new menu items. The menu that you must present will be revised approximately every 6 months. The menu includes selections from a list of national items approved by us; however, you may propose additional items that appeal to local trends and traditions for inclusion in your menu. We must test and approve the local items you propose (Franchise Agreement, Section 4.3).

4. We will develop and administer advertising and sales promotion programs designed to promote and enhance the collective success of all Restaurants and will utilize your monthly national advertising fees for marketing studies and services and to purchase advertising time, space and materials in national, regional or other advertising media to publicize the Restaurants. Within 6 months of the end of our fiscal year, we will provide you with an accounting of all advertising fees we received and spent for advertising, marketing and related expenses (Franchise Agreement, Sections 8.1 and 8.2).

5. If you comply with the requirements of Section 8.3 of the Franchise Agreement, we will reimburse 50% of your expenditures for opening advertising up to a maximum of $2,500 (Franchise Agreement, Section 8.3).

6. If we are the unsuccessful party in a legal proceeding between you and us to interpret or enforce the Development Agreement or any Franchise Agreement or to obtain damages or other appropriate relief, we must pay your expenses and attorneys' fees (Development Agreement, Section 16.5 and Franchise Agreement, Section 19.3).

7. If force majeure (including condemnation proceedings) prevents you from operating your Restaurant at the designated location and you apply for approval to relocate the Restaurant, we will assist you in finding an alternative location in the same general area where you can operate the Restaurant for the balance of the term. You must reimburse us for our reasonable out-of-pocket expenses incurred because of your relocation (Franchise Agreement, Section 24.3).

Advertising: As a franchisee, you must spend, annually throughout the term of the Franchise Agreement, 1.5% of the Gross Sales of the Restaurant on local advertising for the Restaurant. We must approve all advertising before you use it. You must provide us with copies of your proposed advertising and productions standards/quality, and we will approve or disapprove the advertising within 30 days of our receipt. If we do not respond, the advertising is approved. You may use only "approved advertising media", which is defined in the Franchise Agreement, and only moneys spent on this type of Local Advertising are counted. If you want to use other advertising, you must ask for our approval. (Franchise Agreement, Section 8.4.)

Also, you must contribute 1.5% of the Gross Sales of the Restaurant as an advertising fee to a national advertising fund {the "Fund") to advertise the System on a regional or national basis, which must be paid in the same manner as the royalty payments. (Franchise Agreement, Section 8.2.)

As discussed in Item 6, we can increase either the amount you must contribute to the Fund or the amount you must spend on local advertising. (Franchise Agreement, Section 8.2.)

We direct all advertising programs and have the right to approve the creative concepts, materials and media used in the programs and their placement and allocation. The Fund is intended to maximize general public recognition and acceptance of World Wrapps Restaurants and service marks, and improve the collective success of all Restaurants operating under the System. For Restaurants we, or our affiliates, operate, we, or our affiliates, will contribute to the Fund on the same basis as you. In administering the Fund, we and our designees will use reasonable commercial efforts in each calendar year to ensure that the expenditures for advertising placement are approximately proportional to each franchisee's contributions to the Fund within any given territory (as that term is defined in each franchisee's respective Development Agreement) during that 12-month period.

We or our designee may use the Fund to satisfy the costs of maintaining, administering, directing and preparing advertising, including the cost of preparing and conducting television, radio, magazine and newspaper advertising campaigns; direct mail and outdoor billboard advertising; public relations activities; employing advertising agencies; and costs of our personnel and other departmental costs for advertising that we administer or prepare internally and any other expenditures for marketing activities we make. We will keep all sums you pay to the Fund in a separate account and will not use them to defray any of our general operating expenses, except for reasonable administrative costs and overhead, if any, that we may incur in the administration or direction of the Fund and advertising programs for you and the System. The Fund and its earnings will not otherwise benefit us. We operate the Fund solely as a conduit for collecting and expending the advertising fees as outlined above. We will spend any sums paid to the Fund that are not spent in the year they are collected in the following year.

As Franchisor, we prepare an annual unaudited statement of the operations of the Fund that is made available to you within 6 months of the end of our fiscal year. We are not required to have the Fund statements audited. During the prior fiscal year ended December 26, 2004, the Fund collected only $5,253 from our one franchisee, and this was included and spent as part of our overall advertising budget of $19,601. During the current fiscal year of the Fund (ending December 25, 2005), the Fund expects to spend12% of its income on the production of advertisements, 75% for media placement, 3% for general and administrative expenses and 10% for other expenses (including advertising agency retainer, talent, research and development, public relations, convention and incentives).

Although the Fund is intended to be perpetual, we may terminate the Fund at any time. The Fund will not be terminated, however, until all monies in the Fund have been

spent for advertising or promotional purposes or returned to contributors (including those Restaurants operated by us or our affiliates) without interest, on the basis of their respective contributions.

We currently advertise and promote the Restaurants and the products offered by the Restaurants primarily through press releases in various forms of media, including television, radio, magazine and newspaper advertising campaigns, direct mail and by participation in local events. The majority of our advertising is developed by our consultants or us. We presently do not use an advertising agency to assist us in the development and placement of advertising. We will advertise and promote regionally and locally with the funds contributed to the Fund.

As a part of the Franchise Business Council discussed below, an Advertising Committee will exist. The Committee will be made up of 3 franchise representatives and work directly with our Marketing Department to review advertising and other promotional items for use in the advertising of the Restaurants. The Committee will serve in an advisory capacity only. The Franchise Business Council will appoint the Committee annually. The Franchisor has the right to change or dissolve the Franchise Business Council and, therefore, if we dissolve the Franchise Business Council, the Advertising Committee would be dissolved.

We may designate any geographic area in which 2 or more Restaurants are located and owned by different parties as a region for purposes of establishing an advertising Cooperative. The members of the Cooperative for any area will consist of all Restaurants whether operated by us, our affiliates or franchised. We will determine in advance how each Cooperative will be organized and governed and when it must start operation. Once established, we do not have the right to dissolve, merge or change the structure of the Cooperatives. Each Cooperative will be organized for the exclusive purposes of administering advertising programs and developing, subject to our approval, promotional materials for use by the members in Local Advertising. If a Cooperative has been established for a geographic area where your Restaurant is located when the Franchise Agreement is signed, or if any Cooperative is established during the term of the Franchise Agreement, you must sign all documents we request and become a member of the Cooperative according to the terms of the documents. We will provide to you a copy of the Cooperative documents applicable to the geographic area in which your Restaurant will be located if you request it.

You must contribute to the Cooperative the amounts required by the documents governing the Cooperative. You may apply your payments to the Cooperative toward satisfaction of your Local Advertising requirement. We may allocate your contributions to a Cooperative to the Fund, as described above. All contributions to the Cooperative will be maintained and administered according to the Cooperative governing documents. The Cooperative will be operated solely as a conduit for the collection and expenditure of the Cooperative fees for the purposes outlined above. No advertising or promotional plans or materials may be used by the Cooperative or furnished to its members without first obtaining our approval. Each Cooperative will be obligated to prepare an annual financial statement reporting its expenditures for the previous year to its members.

We have the right to increase or decrease your required advertising contributions or payments to the Fund, to a Cooperative, or for Local Advertising. However, we will

not increase the total amount of your required contributions or payments to more than 5% of Gross Sales. (Franchise Agreement, Section 8.2.)

Neither the Fund nor any Cooperative will use any funds for advertising that is principally a solicitation for the sale of franchises for Restaurants.

You must plan and conduct, at your expense, a grand opening campaign for the Restaurant opening, according to the Manuals. After we receive all requested documentation, we will reimburse you 50% of your expenditures for the grand opening advertising up to a total reimbursement of $2,500. We must approve all advertising materials and methods you use in the grand opening campaign. You may not credit any amounts you pay for the grand opening campaign toward any of your other advertising obligations. (Franchise Agreement, Section 8.3.)

Except as described above, we have no obligation to spend any amount on advertising in the area where your Restaurant is located.

Computer and Electronic Cash Register Systems: As described in Items 6, 7 and 8, we may require that you purchase and use certain point of sale computer hardware and software that meets our specifications and that is capable of electronically interfacing with our computer system. (Franchise Agreement, Section 10.1.) The POS System may be designed to enable us to have immediate access to the information monitored by the POS System, and there is no contractual limitation on our use of the information we obtain.

Start-Uo Time: We estimate that the applicant's fee will typically be paid within 30 to 45 days before you sign the Development Agreement, and that the opening of your first Restaurant will range from 3 to 9 months. Factors affecting your start-up time include selection of a site satisfactory to you and us, obtaining any necessary financing, completing the leasing of the site, obtaining architectural drawings and permits, soliciting bids and completing all renovation, remodeling or new construction of the Restaurant (new construction being the most time-consuming alternative), weather conditions existing during the construction period, complying with local ordinances, purchasing and installing fixtures and equipment, purchasing inventory, hiring and training personnel, and attending our pre-opening training programs.

You must sign a Franchise Agreement approximately 60 days before the opening of a Restaurant. For those Restaurants that you agree to develop over the initial years of the Development Agreement, you must pay one-half of the balance of any remaining franchise fee at the time of signing the Franchise Agreement and the remainder of the fee 14 days before the scheduled opening of each Restaurant.

Training Programs: We provide a field-training program for Franchisees, Directors of Operations, and Restaurant Managers at our Restaurants in the greater San Francisco Bay Area, Seattle or elsewhere. You and your Restaurant Manager for each Restaurant must successfully complete the program to our reasonable satisfaction before opening the Restaurant he or she will manage (and after the restaurant opens, as you hire each new manager). (Development Agreement, Section 12.3). Additional hours of classroom instruction will be provided to Franchisees to cover subjects such as site selection, construction, financing, administration and participation in World Wrapps councils and

committees.

Our field training program includes in-store, task-oriented training. The task-oriented training covers the following functions: guest server, smoothie maker, kitchen prep, kitchen line, and table/food delivery. We will observe and evaluate the trainees' performance of these tasks, and we will administer written tests covering these functions to the trainees. At our option, individuals who fail to pass the written tests and evaluations may not be permitted to complete the training program. Restaurant staff position training and management opening, operating and closing training will take approximately 4 to 6 work weeks (a work week of 45 to 50 hours), depending on the position and performance of the individuals involved. In the case of your first Restaurant, our personnel will supervise in-store, task-oriented training in one of our Restaurants or other training facility. This training course begins every other week, depending on space availability. After you open your first Restaurant, we may, at our option, permit you to conduct in-store, task-oriented training for the new Restaurants in one of your existing Restaurants. If so, you must provide qualified personnel to administer the written training tests and to maintain records regarding a trainee's performance for successful completion of the operations training course.

If the opening of your Restaurant is delayed and the managers are out of training and not working in an operating World Wrapps Restaurant for more than 90 days, they must attend a refresher course, which typically lasts 2 weeks. If the duration of their delay exceeds 12 months, the managers must then be retrained in the entire program.

Subject

Time Begun

Instructional Material/ Method

Hours of

1on1,

Sitdown or

Classroom

Training

Hours of On The

Job Training

Instructor

Kitchen Operations including Safety, Sanitation, Food Preparation, Food Presentation, Use of Equipment, Storage

Weeks 1-2.5

Written & visual Tell, Show, Do, Review

107-120

Restaurant Managers & Certified Trainers

Service Operations including Guest Server, Smoothie Maker, Kitchen Prep, Kitchen Line, Table Food Delivery, Sanitation & Guest Satisfaction Training

Weeks 2.5-4.5

Written & Visual Tell, Show, Do, Review

85 -95

Restaurant

Managers,

Assistant

Managers &

Certified

Trainers

Management	Weeks 4.5-6	Written,	5	62.5 -	Restaurant
Operations &		Visual & use		70	Managers,
Administrative Training		ofPOS			Assistant
including Employment,		Computer			Managers &
Hiring & Termination		Hardware &			Training
Procedures, Human		Software			Staff
Resources Issues,
Guest Satisfaction,
Computer Training
Techniques, Financial
Reporting, Inventory
Purchasing &
Awareness Traininq
Approximate Total @	6		15	255 -	= 270-300
45-50 hours/week				285	hours.

We can offer refresher courses regarding the Restaurant operations that, upon our request, you and your Director of Operations and Restaurants Managers must successfully complete. Except as stated above, we currently do not require any courses.

All training we provide is tuition-free. You are responsible for all travel, hotel, meal and other incidental costs when your employees participate in this training.

Franchise Business Council: As of the date of this Offering Circular, the World Wrapps Business Council has not yet been formed, but is intended to eventually include 7 franchisee representatives (1 permanent and 6 elected at the annual Franchise Convention) and 3 members of our management. The Franchise Business Council will hold regular meetings. At its meetings, the Council members will exchange information regarding operations, marketing, product development and other aspects of Restaurant operations for the purpose of improving the franchise system. Subject to any changes in Council organization, you will have the opportunity to vote for the franchisee representatives to the Franchise Business Council. While we are not obligated under the Franchise Agreement to establish or continue the Franchise Business Council, we currently intend to establish and continue the Council as described above.

We estimate that it costs approximately $25,000 per Restaurant to perform Franchisor's obligations in connection with establishing each Restaurant. The expenses are covered by general operating revenues, which include income from franchise fees and royalties. Advertising expenses are covered in part by the franchisee's contribution to the advertising fund and in part by Franchisor's general operating revenues.

ITEM 12 TERRITORY

Under the terms of the Development Agreement, we grant you the exclusive right to develop one or more Restaurants during the initial development periods and, during any remaining portion of the term of the Development Agreement, additional Restaurant(s) during any subsequent development periods (as defined in Section 3.2 of

the Development Agreement) necessary to fully develop the Territory. However, airports (serviced by one or more public or charter carriers), arenas, stadiums, state and national parks, and military forts, posts and bases will be excluded from your Territory and food service operations and may be developed by Franchisor or a third party without any participation by or payment to you. We will establish the Territory on the basis of population characteristics, distribution and density. We will determine the number of Restaurants you must develop under the Development Agreement based on the demographics of the Territory, its location, your financial strength and certain related factors. The term of initial development periods shown in the Development Agreement may vary from franchisee to franchisee. Before the execution of the Development Agreement, we will give you a written description and/or map of your Territory. If, during the term of the Development Agreement or a Franchise Agreement, we determine that a third party has acquired rights under the law of any state conflicting with our service mark, World Wrapps®, which prevents you from developing or operating Restaurants, we must negotiate with you in good faith to make any necessary modifications of your development obligations, including a redefinition of your Territory or the relocation of the Restaurant.

The Development Agreement does not restrict you from developing more than the minimum number of Restaurants called for. But you may only develop the Restaurants we approve for development. Under the Development Agreement, you cannot develop Restaurants outside of your Territory. The Development Agreement does not allow you to acquire additional Territory.

Under each Franchise Agreement, we allow you to operate a Restaurant at the specific location described in the Franchise Agreement. We must approve the location of the Restaurant in advance. You may not enter into any lease that imposes restrictions on your (or our) right to operate additional Restaurants at any particular location, and we must approve in advance any lease you enter.

Once we issue a Franchise Agreement to you, you must obtain our approval to relocate the Restaurant for any reason, including condemnation or things outside your control.

The Agreements do not restrict the area in which you may advertise your Restaurant(s) or otherwise solicit customers.

While the Development Agreement is in effect, we may not operate, and may not franchise or license any other party to operate, any Restaurant using the World Wrapps® trade name in your Territory. After the expiration or termination of the Development Agreement, but while a Franchise Agreement remains in effect, we may not establish, or grant any franchise to a third party for the establishment of a Restaurant (using the World Wrapps® or similar World Wrapps trademark) within the lesser of a 3-mile radius of the Restaurant covered by the Franchise Agreement or a radius from the Restaurant which includes either a residential or daytime population of 40,000 or more people; provided, however, if such Restaurant is operating in an airport, arena, stadium, state or national park, or military fort, post or base and in such an event, the 3-mile radius restriction and the 40,000 population restrictions do not apply.

The Franchise Agreements allow you to use the World Wrapps® service mark for

the operation of your Restaurant, but do not allow you to sell pre-packaged food products from other locations like grocery stores. We retain this right. We can sell in your Territory pre-packaged food products at outlets like grocery or convenience stores without sharing the costs or profit with you. At present, we do not plan to sell pre-packaged food at outlets like grocery or convenience stores. You can sell wrapps and other food and beverage products at school lunch programs and special events.

To continue your territorial exclusivity under the Development Agreement, you must comply with the development schedule stated in the Development Agreement (discussed in Item 17). Continuation of your territorial exclusivity under the Development Agreement is not contingent upon a certain sales volume, quota or market penetration. We will not reduce your Territory due to changes in population.

Other than as discussed above and in Item 17, we cannot restrict your exclusive territorial rights under the Development Agreement and your site location under a Franchise Agreement without your consent.

ITEM 13 TRADEMARKS

In the Franchise Agreement, we allow you to operate a Restaurant under the service mark World Wrapps® and under any other trade names, trademarks, service marks and logos that we may authorize in the future. You must use all licensed names, marks and logos in compliance with the rules contained in the Agreements and the Manuals, and any modifications we later make to the Manuals. Neither you nor any other person can use any of the names, trademarks, service marks or logos to sell any product or service not authorized by us.

The service mark World Wrapps was first used in commerce on February 12, 1995, and was registered with the principal register of the U.S. Patent and Trademark Office as Reg. No. 1,997,980 on September 3, 1996. We appropriately filed Affidavits of Use with the U.S. Patent and Trademark Office for this mark. The registration described in this Item 13 is currently effective. In August 2002, World Wrapps International LLC, the franchisor, became the owner of all trademarks, design, decor and related trade dress assets related to World Wrapps restaurants.

We are not aware of any effective determinations, rulings or orders of the U.S. Patent and Trademark Office, Trademark Trial and Appeal Board, or of the trademark administrator of any state or of any court, any pending interference, opposition or cancellation proceeding or pending material litigation involving our trademarks or service marks, which prohibit or limit their use by you or us, or any agreements in effect which significantly limit our right to use or license to you the use of the service marks in any manner material to the franchise.

We must use our best efforts to protect the names, marks, and logos, including taking any action that we deem appropriate regarding any claimed or apparent infringements of the marks. We will indemnify you against any claim of infringement because of your authorized use of any of our names, marks or logos. You must notify us

as soon as possible of any infringement claim. We have the sole right to conduct the defense of and settle the claim and to retain control of any negotiations related to any claim. You must cooperate in all actions we take regarding a claim and must assist us, at our expense, in the defense of a claim. If you take any unauthorized action regarding the settlement of any claim, including the conduct of any settlement negotiations, our indemnity of you will be waived and released.

You agree never to contest our ownership, title, right or interest in our names, marks or logos or take any action against these claimed interests, including an attempt by you to adopt, use or register any name, mark or logo similar to those we license to you.

At any time, we can notify you that you must modify any of the licensed names, marks or logos to the extent to which we, in good faith, determine that it is in overall best interests of the franchised operations.

We are aware of the use of names and marks similar to the service marks World Wrapps by third parties in the following areas: none. These third-party uses may prevent us from licensing service marks in these areas.

Except for above, we know of no infringing uses of our service marks that could materially affect your use of those trademarks or service marks.

ITEM 14

PATENTS, COPYRIGHTS

AND PROPRIETARY INFORMATION

No patents or copyrights are material to the franchise. We claim statutory copyrights in original materials used in the World Wrapps System, including all architectural drawings, form construction plans. Manuals and promotional materials used in the System. Also, the information disclosed to you and your employees concerning the development and operation of Restaurants includes proprietary information of World Wrapps on recipes, marketing, operational techniques and the like. You must acknowledge that the information concerning the franchised operations contained in the Manuals and other materials we provide to you, is our property and that you will keep it confidential. (Look at Item 11 for more information.)

You also agree not to disclose, use or sell any portion of this proprietary information except as we permit. (Look at Item 17 for more information.) You must also have your Director of Operations and each Restaurant Manager execute a written agreement, in the forms attached to the Development Agreement and Franchise Agreement, generally agreeing with the confidential nature of these materials.

ITEM 15

OBLIGATION TO PARTICIPATE

IN THE ACTUAL OPERATION OF

THE FRANCHISE BUSINESS

Either you or your Director of Operations must devote his/her full-time efforts to your Restaurants in your Territory. The Director of Operations may be one of your individual Principal Shareholders if we agree he/she has sufficient restaurant experience to perform the job of the Director of Operations. If we determine that the person does not have sufficient restaurant experience, then you must locate and hire another individual as the Director of Operations. You may also appoint an additional supervisory employee to oversee the operation of more than one Restaurant in your Territory. The Director of Operations and any other additional supervisory employee must successfully complete our interview process and psychological profile test. You and your Director of Operations and any other additional supervisory employee must also successfully complete our operations training course and any refresher courses we require.

Under each Franchise Agreement, you must employ a Restaurant Manager who will devote his/her full-time efforts to supervising the day-to-day operation of each Restaurant. A Restaurant Manager must successfully complete our interview process and psychological profile test. The Restaurant Manager for each Restaurant must successfully complete our operations training course before the opening of the Restaurant for which he or she is responsible (and after the restaurant opens, as you hire each new manager) and must successfully complete any refresher courses we require.

Your selection of your Director of Operations and any additional supervisory employee is subject to our prior written approval, which we cannot arbitrarily withhold.

None of the persons described in the above paragraphs must have an ownership interest in the franchise, and we do not otherwise require you personally to supervise yourfranchised Restaurants.

You must enter into a written agreement with each employee described in the above paragraphs that prohibits that employee from misusing any of our proprietary information (as described in Item 14). The Director of Operations also must enter into a written agreement which prohibits him/her, while in your employ or within 2 years following termination of his/her employment, from engaging in or acquiring any interest in a restaurant business located in the Territory defined in the Development Agreement or in the Area of Dominant Influence of any Restaurant you open, whose menu or method of operation is the same as or similar to that employed by the Restaurants. These agreements also must permit us to enforce these prohibitions directly against those employees. The forms of agreement those employees will sign are attached to the Development Agreement and Franchise Agreement (see Item 17). We can also require you to obtain from your Director of Operations an agreement verifying his or her employment status.

Each individual who owns over 10% interest in the franchisee must sign the Development Agreement and Franchise Agreement and agree to discharge all

obligations of the "Developer/Franchisee" under those agreements.

ITEM 16

RESTRICTIONS ON WHAT

THE FRANCHISEE MAY SELL

You must offer for sale in the Restaurants only those products and services specified in the Franchise Agreement and the Manuals that satisfy our standards and specifications and which you purchase from approved suppliers (see Item 8). We can modify any of our specifications, standards and requirements whenever we deem necessary, and if so, you must modify your operations. Our right to modify or add to what you must offer is not limited in any way.

Also, we require you to keep the Restaurant open only for the hours specified in the Manuals and to comply with our menu changes. You may not use the Restaurant location for any purpose other than the operation of a Restaurant complying with our requirements, and you may only advertise locally through media we approve, including periodicals, radio, television, internet, outdoor signs on billboards or buildings, handbills, flyers and direct mail.

You may use the Internet to identify locations of your Restaurants at which products are sold, and you may sell products, including gift certificates, on the Internet in a manner we approve. You may not sell any pre-packaged items, including anything from the Restaurants, nor conduct retail sales in other locations. We retain the exclusive right to sell products at grocery stores and other similar locations.

You are not limited in the customers to whom you may sell the Restaurant's goods and services.

ITEM 17

RENEWAL, TERMINATION,

TRANSFER AND DISPUTE RESOLUTION

TABLE 1 DEVELOPMENT AGREEMENT

This table lists important provisions of the Development Agreement and related agreements. You should read these provisions in the agreements attached to this Offering Circular.

I Provision

Section in

Development

Aqreement

Summary 1

a. Term of the franchise

Section 1.1, 9.1

From 1 to 20 years. |

b. Renewal or extension of the term	None
c. Requirements for you to renew or extend	None
d. Termination by you	None
e. Termination by us without cause	Sections 1.1, 9.1	When the term expires.
f. Termination by us with cause	Sections 2.3,3.3,9.1, 9.2, 9.3, 9.4	We can terminate only if you default.
g. "Cause" defined -defaults which can be cured	Sections 2.3, 3.3, 9.2, 9.4	(i) You have 60 days to cure a default of your development schedule; (ii) you have 30 days to cure non-payment of fees; (iii) you have 90 days to dismiss a bankruptcy petition filed by or against you; (iv) you have 90 days to employ your first Director of Operations and 180 days to find a replacement if his/her employment with you terminates, all of whom we must approve; (v) you have 30 days to cure other defaults under the agreement not mentioned here or in item "h".
h. "Cause" defined -defaults which cannot be cured	Sections 9.2, 9.3	Non-curable defaults: (i) if you open a Restaurant and fail to get the site \| and/or the plans pre-approved; (ii) if 1 you try to transfer the agreement I before you open all the Restaurants \| required, or later if you did not get our consent; (iii) if you or 1 of your Principal Shareholders is convicted of or pleads nolo contendere to a felony or a crime involving moral turpitude; (iv) if you made a misrepresentation to us about a material fact; (v) if you misuse our trademarks or disclose any confidential information to a third party; (vi) if you default under a franchise agreement and we terminate that agreement; (vii) if you have 2 or more of the same defaults in a 12-month period.
i. Your obligations on termination/non-renewal	Section 4.4	Obligations include payment of any fees or expenses due us (also see item "r" below).
j. Assignment of contract by us	None	No restriction on our right to assign.

k. "Transfer by you -definition	Sections 8.2, 8.3, 8.4, 8.5	Includes pledge or transfer of agreement or assets or ownership change.
1. Our approval of transfer by you	Section 8.5	If you have the right to transfer, we may approve or withhold our consent, but if we withhold consent, we must tell you why. If we do not respond to a request for transfer within the 45 days provided in the agreement, our consent is deemed given. If you are a Principal Shareholder transferring to another Principal Shareholder, we cannot unreasonably withhold our approval.
m. Conditions for our approval of transfer	Sections 8.8,8.9	New franchisee qualifies; transfer fee paid; purchase agreement/merger documents approved; training set-up if needed; release signed by you; fees paid; transfer of current agreement signed by new franchisee; Manuals returned (also see item V below).
n. Our right of first refusal to acquire your business	Section 8.7	We can match any offer for your business. If offer includes non-cash items, we can pay you in cash or our securities for the value of those non-cash items.
o. Our option to purchase your business	None	But see item "o" in the next table for Franchise Agreement. I
p. Your death or disability	Section 8.5	Your estate may transfer your interest I in the agreement to your spouse, children or person designated in your will or trust without our approval, if your successor agrees to be bound by the agreement.
q. Non-competition covenants during the term of the franchise	Section 11.1	No involvement in competing business in the Territory, or in the Area of Dominant Influence in which the Territory is located or within a 5-mile radius of any Restaurant anywhere.
r. Non-competition covenants after the franchise is terminated or expires	Section 11.1	No competing business for 2 years within the Territory, or in the Area of Dominant Influence in which the Territory is located, within a 5-mile radius of any Restaurant anywhere or within an area which has been defined as a Territory in another franchisee's development agreement at the time your agreement expires or terminates.

s. Modification of the agreement	Section 16.4	No modification without all parties' I consent, but we can change the Manuals.
t. Integration/merger clause	Section 16.3	All agreements are merged into this agreement and the franchise agreement (subject to state law). Any other promises may not be enforceable unless contained in this Offering Circular.
u. Dispute resolution by arbitration or mediation	None
v. Choice of forum	Section 15.3	Litigation must be in King County, Washington. See addendum.
w. Choice of law	Section 15.2	Washington law applies. See addendum.

These states have statutes which may supersede the development agreement in your relationship with us, including the areas of termination and renewal of your development agreement: ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Section 42-133e et seq.], DELAWARE [Code, tit], HAWAII

[Rev. Stat. Section 482E-1], ILLINOIS [Rev. Stat .Chapter 121[1/2_____ . - {Formatted: French (France) ]

par 1719-17201. INDIANA fStat. Section 23-2-2.7], IOWA [Code Sections 523H.1-523H. 171. MICHIGAN [Stat. Section 19.854(27)1. MINNESOTA [Stat. Section 80C.141. MISSISSIPPI [Code Section 75-24-511. MISSOURI TStat Section 407.400], NEBRASKA [Rev. Stat Section 87-401], NEW JERSEY [Stat. Section 56:10-1], SOUTH DAKOTA [Codified Laws Section 37-5A-51], VIRGINIA [Code 13.1-557-574-13.1-564], WASHINGTON [Code

Section 19.100.180], WISCONSIN [Stat Section 135.03]. These and other states may have court decisions that may supersede the development agreement in your relationship with us, including the areas of termination and renewal of your development agreement.

TABLE 2 FRANCHISE AGREEMENT

This table lists important provisions of the Franchise Agreement and related agreements. You should read these provisions in the agreements attached to this Offering Circular.

Provision	Section in Franchise Agreement	Summary I
a. Term of the franchise	Section 1.2	Term is 20 years.

1 b. Renewal or extension U of the term	Section 1.3	If you are in good standing each time, you may renew 4 times for 5 years each.
c. Requirements for you to renew or extend	Section 1.3	Each time you renew, all of your Restaurants must be in good standing, you must sign a new agreement, you must pay a fee equal to 10% of the franchise fee paid or that would be paid by new franchisees and you must notify us 7-12 months before your agreement expires that you want to renew.
d. Termination by you	None
e. Termination by us without cause	None
f. Termination by us with cause	Section 19.1	We can terminate you if you default.
g. "Cause" defined -defaults which can be cured	Section 19.1	You have 60 days to cure: (i) non-submission of reports; (ii) failure to spend local advertising fee; (Hi) payment of miscellaneous fees due us; (iv) failure to pay your debts and any other matters not listed in Section 19.1(a) - 19.1(f), except you have 90 days to dismiss a bankruptcy filed by or against you. If you default for the same obligations 2 times in a 12-month period, we may terminate you on 30 days' notice.
h. "Cause" defined -defaults which cannot be cured	Section 19.1	Non-curable defaults: (i) failure to pay your royalty and advertising fee by the 12th day of the next month; (ii) an unapproved transfer; (Hi) disclosure of confidential information; (iv) competing with the Restaurants; (v) failing to keep your Restaurant in compliance with the operating specifications set forth in the Manuals; (vi) loss of your liquor license for more than 30 days during any 12-month period; (vii) if you lose your lease or your right to operate your Restaurant (unless it is because of "Force Majeure"); (viii) the discovery by us of a material misrepresentation of information you furnished us; (ix) if you or 1 of your Principal Shareholders is convicted or pleads nolo contendere to a felony or a \| crime involving moral turpitude. \|

1 i. Your obligations on termi nation/non-renewal	Sections 19.2,19.3, 19.4,19.5	You must close your Restaurant and not remove any property for 30 days. You must stop using all our trade names, trademarks, service marks and logos and all recipes and methods of operation described in the Manuals. If you own the Restaurant premises, we have the option for 30 days to buy the premises for fair market value. (We also have the option for 30 days to buy the equipment for fair market value.) Fair market value is either the price agreed to by you and us or set by appraisers chosen as described in the agreement. If you do not want to sell the premises, you must lease it to us. If leasing the Restaurant premises, you must assign your lease to us (also see item V below).
j. Assignment of contract by us	None	No restriction on our right to assign.
k. Transfer" by you -definition	Section 12.2,12.3, 12.4	Includes pledge or transfer of contract, assets or ownership change.
1. Our approval of transfer by you	Sections 12.1,12.5, 12.7, 12.8	We have the right to approve all transfers. If we withhold consent, we must tell you why. If we do not respond to a request for transfer within the 45 days provided in the agreement, our consent is deemed l given. If you are a Principal Shareholder I transferring to another Principal I Shareholder, we cannot unreasonably withhold our approval.
m. Conditions for our approval of transfer	Sections 12.8,12.9	New franchise qualifies; transfer fee paid; purchase/merger agreement approved; training, if needed, arranged; release signed; assignment of agreement or new agreement signed by new franchisee (also see item "r" below).
n. Our right of first refusal to acquire your business	Section 12.7	We can match any offer for your business. If offer includes non-cash items, we may pay you in cash or our securities for the value of those non-cash items.
o. Our option to purchase your business	None
p. Your death or disability	Section 12.5	Your estate may transfer your interest in the agreement to your spouse, children or person designated in your will or trust without our approval, if your successor agrees to be bound by the agreement.

\| q. Non-competition I covenants during the term of 1 the franchise	Section 13.1	No involvement in competing business in I the Territory, or in the Area of Dominant Influence in which the Territory is located or within a 5-mile radius of any Restaurant anywhere.
\| r. Non-competition covenants after the franchise is terminated or expires	Section 13.2	No competing business for 2 years within the Territory, or in the Area of Dominant Influence in which the Territory is located, within a 5-mile radius of any Restaurant anywhere or within an area which has been defined as a Territory in another franchisee's development agreement at the time your agreement expires or terminates.
s. Modification of the agreement	Sections 8.2, 9.1, 23, 25.6	No modification without all parties' consent, but we can (i) make changes in the Manuals; (ii) change the advertising fee and the amount spent on local advertising; (iii) increase the royalty fee; (iv) terminate the agreement if you do not get a liquor license or some third party has superior rights in the area in our trade name; (v) change the trade name or trademark used.
t. Integration/merger clause	Section 25.5	All agreements are merged into this agreement and the development agreement (subject to state law). Any other promises may not be enforceable unless contained in this Offering Circular.
u. Dispute resolution by arbitration or mediation	None
v. Choice of forum	Section 21.3	Litigation must be in King County, Washington. See addendum.
w. Choice of law	Section 21.2	Washington law applies. See addendum.

These states have statutes which may supersede the franchise agreement in your relationship with us, including the areas of termination and renewal of your franchise agreement: ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat.

Section 42-133e et seq.], DELAWARE [Code, tit], HAWAII

[Rev. Stat. Section 482E-1], ILLINOIS fRev. Stat. .Chapter 1211/2______ , - j Formatted: French (France)"

par 1719-17201. INDIANA fStat. Section 23-2-2.71. IOWA TCode Sections 523H.1-523H.171. MICHIGAN fStat. Section 19.854(27)1, MINNESOTA TStat. Section 8QC. 141, MISSISSIPPI [Code Section 75-24-511. MISSOURI TStat. Section 407.4001. NEBRASKA [Rev. Stat. Section 87-401], NEW JERSEY [Stat. Section 56:10-1], SOUTH DAKOTA [Codified Laws Section 37-5A-51], VIRGINIA

[Code 13.1-557-574-13.1-564], WASHINGTON [Code

Section 19.100.180], WISCONSIN [Stat. Section 135.03]. These and other states may have court decisions that may supersede the franchise agreement in your relationship with us, including the areas of termination and renewal of your franchise agreement.

ITEM 18 PUBLIC FIGURES

We do not use any public figures to promote our franchise.

ITEM 19 EARNINGS CLAIMS

Except as set forth below and on Exhibit J, we do not furnish or authorize our employees or representatives to furnish any oral or written information concerning the actual or potential sales, costs, income or profits of a World Wrapps Restaurant. Actual results vary from unit to unit depending on restaurant management, geographic region, food and labor costs, individual location, individual franchisee experience and/or business acumen, menu price variations, and many other factors. Clearly, we cannot accurately estimate the results of any particular franchise, because there is no universal methodology that covers the broad range of variables. All involved parties - including franchisor, franchisee, regulatory agencies and the legal system, should rely on common business sense. Otherwise, the desirable business practice of providing some reasonable financial guidance for prospective franchisees will be destroyed.

When permitted by state law, and for so long as this practice is treated fairly by franchisees, regulatory agencies and the legal system, we will provide Model Restaurants Financial Statements and certain Actual Restaurant Financial Statements to help you and your professional advisors prepare your own business plan. These Model Restaurant Financials and Actual Restaurant Financials represent well-run restaurants in excellent retail locations such as upscale regional malls and lifestyle centers with good visibility and ample parking, open for lunch and dinner seven days per week. For them to be useful you must chose to locate in such a premiere site and take into account all of the factors unique to your own geographic region and chosen site, understanding clearly that all restaurants perform differently. These financial statements do not relate to World Wrapps restaurants located in office buildings or other downtown locations or on commercial streets or strip centers in ordinary residential neighborhoods. We strongly urge you to consult with other franchisees and with your accountant and other business advisors to prepare your own detailed financial proformas, which as an independent businessperson is your own responsibility.

For the year ended December 26, 2004, our 10 corporate World Wrapps restaurants averaged $836,052 net sales per annum (excluding 3 restaurants located in office towers which only do weekday lunch business and averaged about $332,000). Our 5 World Wrapps restaurants located in premiere retail centers averaged about

$1,043,000 net sales per annum, ranging from a low of $770,042 to a high of $1,219,357. Company same store sales fell by 1.2% compared to the prior fiscal year The financial statements attached as Exhibit J show annual sales volume of $ 600,000, $800,000, $1,000,000 and $1,200,000. These statements have been derived from 5 corporate restaurants located in premiere retail centers in the Seattle and San Francisco metropolitan areas. The Franchisee's salary as restaurant manager is included under Management Labor in these statements.

WORLD WRAPPS DOES NOT REPRESENT THAT ANY FRANCHISEE CAN EXPECT TO ATTAIN THESE SALES, PROFITS OR EARNINGS.

ITEM 20 LIST OF OUTLETS

As of March 31, 20Q5, there was_one franchised restaurant,Land there were 15 World Wrapps Restaurants owned by us, including 11 Restaurants in the Seattle Area and 4 Restaurants in the San Francisco Bay Area, as follows: See Exhibit H.

-j Deleted: 4~

.FRANC

HISED STORE STATUS SUMMARY FOR YEARS 2001

.2002. 2003. 2004

2005

State

Transfers

Cancelled / Terminated

Not Renewed

Reacquired

Franchisor

Left the

System

Other

Total from left

Franchises

Operating

Year-end

■{ Deleted: -f Deleted: f Formatted: Font: 11 pt

-{Deleted: 1010

COMPANY STORE STATUS SUMMARY FOR YEARS 2001, 2002			2003. 2004. 2005
State	Stores Closed	Stores Opened	Total Year-end
CA	2	a	4
WA	1 Sold to Franchisee	2	11
Total	2	2	ia

^ ^--[ Deleted: - - - -f Deleted: 2

-{Deleted: 4

	PROJECTED OPENINGS IN CURRENT FISCAL YEAR
STATE		NEW FRANCHISED STORES	NEW COMPANY STORES	FRANCHISE SIGNED BUT STORE NOT OPENED
WA
CA		1		1

ITEM 21 FINANCIAL STATEMENTS

The following documents are attached to this Offering Circular as Exhibit A:

World Wrapps International LLC's CPA reviewed financial statements as of December 26, 2004.

World Wrapps International LLC's unaudited interim financial statements for the period ended February 20, 2005.

ITEM 22 CONTRACTS

The following contracts and supplemental information are attached as Exhibits to this Offering Circular:

Financial Statements (Exhibit A).

List of State Filings (Exhibit B).

Agents for Service of Process (Exhibit C).

Development Agreement (Exhibit D).

Franchise Agreement (Exhibit E).

Supplemental Information (Exhibit F).

Manuals' Tables of Contents (Exhibit G).

List of Company-Owned Outlets (Exhibit H).

List of Franchised Outlets (Exhibit I)

'Model Restaurants Proforma Statements (Exhibit J)

Franchisee Disclosure Questionnaire (Exhibit K)

ITEM 23 RECEIPT

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

IF WORLD WRAPPS INTERNATIONAL LLC OFFERS YOU A FRANCHISE, WE MUST PROVIDE THIS OFFERING CIRCULAR TO YOU BY THE EARLIEST OF:

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

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

(3) TEN BUSINESS DAYS BEFORE ANY PAYMENT TO US.

YOU MUST ALSO RECEIVE A DEVELOPMENT AGREEMENT AND/OR A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN ANY DEVELOPMENT AGREEMENT AND/OR FRANCHISE AGREEMENT.

IF WORLD WRAPPS INTERNATIONAL LLC DOES NOT DELIVER THIS OFFERING CIRCULAR ON TIME OR IF IT CONTAINS A FALSE OR MISLEADING STATEMENT, OR A MATERIAL OMISSION, A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION, WASHINGTON D.C. 20580.

World Wrapps International LLC authorizes Jim Richardson, 401 Second Avenue South, Suite 150, Seattle, Washington 98104 to receive service of process for World Wrapps International LLC.

I have received a "Franchise Offering Circular" dated March 31, 2005, including the following Exhibits: Financial Statements (Exhibit A), List of State Filings (Exhibit B), List of Agents for Service of Process (Exhibit C), the Development Agreement (Exhibit D), the Franchise Agreement (Exhibit E), Supplemental Information (Exhibit F), Manuals' Tables of Contents (Exhibit G), List of Company-Owned Outlets (Exhibit H), List of Franchises and Franchised Outlets (Exhibit I), and Model Restaurants Statements (Exhibit J)..

Dated:__________________________ Franchisee:___________

By:________________________________

Name (Print): Title:

Subscribed and sworn to before me this

______day of_____________, 20____._

Notary Public

ITEM 23

RECEIPT

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

IF WORLD WRAPPS INTERNATIONAL LLC OFFERS YOU A FRANCHISE, WE MUST PROVIDE THIS OFFERING CIRCULAR TO YOU BY THE EARLIEST OF:

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

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

(3) TEN BUSINESS DAYS BEFORE ANY PAYMENT TO US.

World Wrapps International LLC authorizes Jim Richardson, 401 Second Avenue South, Suite 150, Seattle, Washington 98104, to receive service of process for World Wrapps International LLC

I have received a "Franchise Offering Circular" dated March 31, 2005,, including the following Exhibits: Financial Statements (Exhibit A), List of State Filings (Exhibit B), List of Agents for Service of Process (Exhibit C), the Development Agreement (Exhibit D), the Franchise Agreement (Exhibit E), Supplemental Information (Exhibit F), Manuals' Tables of Contents (Exhibit G), List of Company-Owned Outlets (Exhibit H), List of Franchises and Franchised Outlets (Exhibit I), and Model Restaurants Statements (Exhibit J).

Dated:__________________________ Franchisee:_________________________

By: ___________________________

Name (Print):

Title: Subscribed and sworn to before me this ______day of_____________, 20____.

Notary Public

[IMMEDIATELY SIGN AND RETURN THIS RECEIPT/

ADDENDUM TO THE OFFERING CIRCULAR FOR CALIFORNIA

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

2. Item 6, the section entitled "Management Hiring," is amended by adding the following language:

The Franchise Agreement contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

3. Item 17, the Summary under Provision f. of Table 1 (Development Agreement), is amended by adding the following language:

California Business and Professions Code Sections 20000 through 20043 provide rights concerning termination or non-renewal of a franchise. If the Development Agreement contains a provision that is inconsistent with the law, the law will control.

4. Item 17, the Summary under Provision f. of Table 1 (Development Agreement), is amended by adding the following language:

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

5. Item 17, the Summary under Provision m. of Table 1 (Development Agreement), is amended by adding the following language:

California Business and Professions Code Sections 20000 through 20043 prohibit certain waivers. If the Development Agreement contains a provision that is inconsistent with the law, the law will control.

6. Item 17, the Summary under Provision r. of Table 1 (Development Agreement), is amended by adding the following language:

The Agreement contains covenants not to compete that extend past termination. These provisions may not be enforceable under California law.

7. Item 17, the Summary under Provision s. of Table 1 (Development Agreement), is amended by adding the following language:

The California Corporations Code, Section 31125 requires the Franchisor to give you a disclosure document, approved by the Department of

Revised 05/30/2005 wwi-Amd-CA-04.doc

Corporations prior to a solicitation of a proposed material modification of an existing franchise.

8. Item 17, the Summary under Provision W of Table 1 (Development Agreement), is amended by adding the following language;

The Agreement requires application of the laws of Washington. These provisions may not be enforceable under California law.

9. Item 17, the Summary under Provision f. of Table 2 (Franchise Agreement), is amended by adding the following language:

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

10. Item 17, the Summary under Provision f. of Table 2 (Franchise Agreement), is amended by adding the following language:

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

11. Item 17, the Summary under Provision m. of Table 2 (Franchise Agreement), is amended by adding the following language:

California Business and Professions Code Sections 20000 through 20043 prohibit certain waivers. If the Franchise Agreement contains a provision that is inconsistent with the law, the law will control.

12. Item 17, the Summary under Provision r. of Table 2 (Franchise Agreement), is amended by adding the following language:

The Agreement contains covenants not to compete that extend past termination. These provisions may not be enforceable under California law.

13. Item 17, the Summary under Provisron s. of Table 2 (Franchise Agreement), is amended by adding the following language:

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

evised_05^30^200S wwi-Amd-CA-04-doc

ATTACHMENT DA-1

AMENDMENT TO WORLD WRAPPS INTERNATIONAL LLC

DEVELOPMENT AGREEMENT

REQUIRED BY THE STATE OF CALIFORNIA

In recognition of the requirements of the California Franchise Investment Law, CAL. BUS. & PROF. CODE Section 3100 etseq., and the California Franchise Relations Act, CAL. BUS. & PROF. Code Section 20000 etseq., the parties to the attached WORLD WRAPPS DEVELOPMENT AGREEMENT (the "Development Agreement") agree as follows:

1. Subsection 9.2(c) of Section 9 of the Development Agreement, "Termination," shall be supplemented by the following paragraph, which shall be considered an integral part of the Development Agreement:

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

2. Section 9 of the Development Agreement, "Termination," shall be supplemented by the following paragraph, which shall be considered an integral part of the Development Agreement:

California Business and Professions Code Sections 20000 through 20043 provide certain rights concerning termination. To the extent that the law is applicable to this Agreement, the law will control if this Agreement contains a provision concerning termination that is inconsistent with the law.

3. Section 11 of the Development Agreement, "Restrictions," shall be supplemented by the following paragraph, which shall be considered an integral part of the Development Agreement:

This Agreement contains a covenant not to compete that extends beyond termination. This provision may not be enforceable under California law.

4. Subsection 15.2 of Section 15 of the Development Agreement, "Construction, Severability, Governing Law and Jurisdiction" shall be supplemented by the addition of the following paragraph, which shall be considered an integral part of the Development Agreement:

This Agreement requires application of the laws of Washington under certain circumstances. This provision may not be enforceable under California law.

Revised 05/30/2005 wwi-Amd-CA-04.doc

ATTACHMENT DA-1

5. The second sentence of Appendix D of the Development Agreement, "Review and Consent with Respect to Transfers," shall be amended as follows:

Franchisor's consent also may be conditioned upon execution by Proposed New Owner of an agreement whereby Proposed New Owner assumes full, unconditional, joint and several liability for, and agrees to perform from the date of such Transfer, all obligations, covenants and agreements contained herein to the same extent as if it had been an original party to this Agreement and may also require Developer and Principal Shareholders, including the proposed transferors), to execute a general release which releases Franchisor from any claims they may have had or then have against Franchisor, excluding only such claims as the Developer may have that have arisen under the California Franchise Investment Law or the California Franchise Relations Act.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Amendment to the Development Agreement (Attachment DA-1) on the day and year first above written in the Development Agreement.

FRANCHISOR:

ATTEST:

WORLD WRAPPS INTERNATIONAL LLC

Name: Title:

By:_

Name:

Title:

DEVELOPER:

ATTEST:

Name: Title:

By:_

Name: Title:

PRINCIPAL SHAREHOLDER(S):

Witness

Name:

Witness

Name:

Witness

Name:

wwi-Amd-CA-04.doc

ATTACHMENT FA-1

AMENDMENT TO WORLD WRAP PS INTERNATIONAL LC

FRANCHISE AGREEMENT

REQUIRED BY THE STATE OF CALIFORNIA

In recognition of the requirements of the California Franchise Investment Law, CAL. BUS. & PROF. CODE Section 31000 etseq., and the California Franchise Relations Act, CAL. BUS. & PROF. CODE Section 20000 etseq., the parties to the attached WORLD WRAPPS FRANCHISE AGREEMENT (the "Franchise Agreement") agree as follows:

1. Section 1 of the Franchise Agreement, "Franchise Grant and Term," shall be supplemented by the following paragraph, which shall be considered an integral part of the Franchise Agreement:

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

2. Section 13 of the Franchise Agreement, "Confidentiality; Restrictions," shall be supplemented by the following paragraph, which shall be considered an integral part of the Franchise Agreement:

This Agreement contains a covenant not to compete that extends beyond the termination of the franchise. This provision may not be enforceable under California law.

3. Subsection 19.1(b) of Section 19 of the Franchise Agreement, "Expiration and Termination; Option to Purchase Restaurant; Attorneys' Fees," shall be supplemented by the following paragraph, which shall be considered an integral part of the Franchise Agreement:

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

4. Subsection 19.1 of Section 19 of the Franchise Agreement, "Expiration and Termination; Option to Purchase Restaurant; Attorneys' Fees," shall be supplemented by the following paragraph, which shall be considered an integral part of the Franchise Agreement:

Revised 05/30/2005 wwi-Amd-CA-04.doc

ATTACHMENT FA-1

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

5. Subsection 21.2 of Section 21 of the Franchise Agreement, "Construction, Severability, Governing Law and Jurisdiction", shall be supplemented by the addition of the following paragraph, which shall be considered an integral part of the Franchise Agreement:

This Agreement requires application of the laws of Washington under certain circumstances. This provision may not be enforceable under California law.

5. Section 22 of the Franchise Agreement, "Interference With Employment Relations," shall be supplemented by the addition of the following paragraph, which shall be considered an integral part of the Franchise Agreement:

This Agreement contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable.

6. The second sentence of Appendix B of the Franchise Agreement, "Review and Consent with Respect to Transfers," shall be amended as follows:

Franchisor's consent also may be conditioned upon execution by Proposed New Owner of an agreement whereby Proposed New Owner assumes full, unconditional, joint and several liability for, and agrees to perform from the date of such Transfer, all obligations, covenants and agreements contained herein to the same extent as if it had been an original party to this Agreement and may also require Franchisee and Principal Shareholders, including the proposed transferor(s), to execute a general release which releases Franchisor from any claims they may have had or then have against Franchisor, excluding only such claims as Franchisee may have that have arisen under the California Franchise Investment Law or the California Franchise Relations Act.

IN WITNESS WHEREOF, the parties hereto have duly executed, sealed and delivered this Amendment to the Franchise Agreement {Attachment FA-1) on the day and year first above written in the Franchise Agreement.

FRANCHISOR:

Revised 05/30/2005 wwi-Amd-CA-04.doc

ATTACHMENT FA-1

ATTEST: WORLD WRAPPS INTERNATIONAL LLC

________________________________ By:___________________________

Name:__________________________ Name:

Title:___________________________Title:

FRANCHISEE: ATTEST: ____________

By:

Name:__________________________ Name:

Title:_______________________________ Title:

PRINCIPAL SHAREHOLDER(S):

Witness Name:

Revised 05/30/2005 wwi-Amd-CA-04.doc

ITEM 23 RECEIPT

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

IF WORLD WRAPPS INTERNATIONAL LLC OFFERS YOU A FRANCHISE, WE MUST PROVIDE THIS OFFERING CIRCULAR TO YOU BY THE EARLIEST OF:

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

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

(3) TEN BUSINESS DAYS BEFORE ANY PAYMENT TO US.

YOU MUST ALSO RECEIVE A DEVELOPMENT AGREEMENT AND/OR A FRANCHISE AGREEMENT CONTAINING ALL MATERIAL TERMS AT LEAST FIVE BUSINESS DAYS BEFORE YOU SIGN EITHER SUCH DEVELOPMENT AGREEMENT AND/OR FRANCHISE AGREEMENT.

IF WE DO NOT DELIVER THIS OFFERING CIRCULAR ON TIME OR IF IT CONTAINS A FALSE OR MISLEADING STATEMENT. OR A MATERIAL OMISSION. A VIOLATION OF FEDERAL AND STATE LAW MAY HAVE OCCURRED AND SHOULD BE REPORTED TO THE FEDERAL TRADE COMMISSION. WASHINGTON D.C. 20580 AND THE CALIFORNIA DEPARTMENT OF CORPORATIONS AT ANY OF ITS OFFICES.

World Wrapps International LLC authorizes the California Commissioner of Corporations at 1390 Market Street, San Francisco, California 94102 to receive service of process for World Wrapps International LLC.

The undersigned acknowledges receipt of the "Franchise Offering Circular" required by the Federal Trade Commission and the State of California dated March 31, 2003 (to which this receipt is attached), including the following Exhibits: Financial Statements (Exhibit A), List of State Filings (Exhibit B), Agents for Service of Process (Exhibit C), the Development Agreement (Exhibit D), the Franchise Agreement (Exhibit E), Supplemental Information (Exhibit F). Manuals' Tables of Contents (Exhibit G), List of Company-Owned Outlets (Exhibit H), List of Franchisees and Franchised Outlets (Exhibit I), and Model Restaurants Statements (Exhibit J).

Dated: Franchisee:________________________________

By: _________________________________

Name: ________________________________

Title: ________________________________

Subscribed and sworn to before me this

________day of______________, 200_.

Notary Public

[IMMEDIATELY SIGN AND RETURN ONE COPY OF THIS RECEIPT]

Revised 05/30/2005 wwi-CA.RCT.doc

STATE ADDENDUM TO THE UNIFORM FRANCHISE OFFERING CIRCULAR

Formatted: Left: 0.3", Right: 0.3" Bottom: 0.44"

Revised:5/30/05 REDLINE UFOC Addendum

Exhibits 20O5A.doc

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