Here are the Details

1. Franchisees wishing to open more than one Franchised Business must sign a Franchise Agreement and pay an initial franchise fee for each additional location. The initial franchise fee for the second and each subsequent Franchised Business is $15,000.

2. You must use our designated national site selection and real estate services provider in connection with site selection and lease negotiations for your Franchised Business. You must sign the form of exclusive representation agreement attached as Exhibit “E” to this Disclosure Document. Commissions are typically paid to the real estate broker by the landlord of the premises; however, you are responsible for any commissions due and not otherwise paid by the landlord. You may not use the services of any other real estate broker without our prior written consent.

3. You will be provided a set of plans for recommended construction in conformity with mandatory design specifications. You may be required by local codes and regulations to retain an architect or equivalent professional to review or certify the plans and/or to oversee construction. The lower ranges assume that the site was formerly used as a restaurant so that the plans can utilize existing plumbing, electrical, etc.

4. Equipment needed to operate the Franchised Business includes (without limitation) tables and chairs, ice machine, blenders, refrigerators, mixing bar, ice wells, freezers, menu boards, artwork and point of sale/cash register system. The Boelter Companies, Inc., including its Landmark Restaurant Equipment and Design division ("Landmark/Boelter"), are our designated suppliers for these items. You must purchase the equipment, furnishings and other items from Landmark/Boelter before your Franchised Business opens. The cost of these items, purchased new, ranges from $90,000 to $110,000. The types of costs are uniform among franchisees, but may vary depending on factors like the size and layout of the Franchised Business and whether new or used fixtures and equipment are utilized. For instance, in certain areas of the country, to the extent available and subject to our approval, we may allow you to purchase pre-owned equipment that meets our specifications and standards, and thus, reduce the cost of these items by approximately one-half. Also, as stated in note 5, landlord improvement incentives are sometimes available for fixtures and equipment. Likewise, for sites recovered from closed restaurants, leftover fixtures and equipment held by the landlord that meets our specifications and standards can be utilized. This may include kitchen equipment, seating, bathroom fixtures, air conditioning and other items. Payment is due upon receipt of invoice and is nonrefundable.

5. These amounts are our best estimate of finish-out costs only. Labor and material costs may vary significantly in accordance with local variations in wage rates, labor efficiency, union restrictions and availability, and price of materials. Finish-out costs are based on leasing unfinished space that consists of walls, plumbing, concrete slab, lighting, HVAC, and electricity. We are unable to calculate the exact real estate investment required of each franchisee for a Franchised Business due to the many factors which influence the total project costs, such as location, amount of space leased (1,400 to 2,400 sq. ft.), amount of remodeling needed and so forth. In addition, due to the softness in the retail store leasing market in some areas of the country, you may be able to negotiate certain incentives from your landlord in the form of tenant improvement dollars and initial free rent, which, if available, will reduce the effective cost of your build-out. The lower range of the estimates anticipates that landlord improvement incentives will be available to construct much of the improvements. The amount of landlord incentives can vary widely depending on many factors including, without limitation: financial capacity of the landlord; competitive retail leasing locations; market conditions for rental rates; occupancy of the site and status of other leases and others. The use of landlord improvement money may also result in higher rent or occupancy costs. Also, some sites may have shells left vacant from prior tenants so that it costs less to convert the Stores to conform to our specifications. This includes the possibility that existing walls, plumbing, concrete slab, lighting, HVAC and electricity can be utilized. The availability of such sites may be limited or absent in your market. There is no assurance that you will be able to find sites that have these options available to you. The amount does not reflect an investment in real estate, since it is assumed that you will lease your premises.

6. You are responsible for all transportation, meal and other expenses associated with the initial training program for you and/or your managers, designees and employees. The cost will depend on the distance you must travel and the type of accommodations you choose. (See Item 11)

7. This may include building inspection fees, occupational license fees, food service licenses, and the like, and will vary from one jurisdiction to the other.

8. You must spend at least $2,000 (exclusive of the cost of food and smoothies) on a grand opening marketing program for the Franchised Business during the first 60 days of operations. The grand opening program will use the marketing, advertising and public relations programs, media and materials we have developed or approved, and is separate from your other marketing and advertising requirements. We may require you to submit expenditure report(s) to us, accurately reflecting your grand opening marketing expenditures.

9. This estimates your start-up expenses. The estimate is intended to cover items such as possible initial operating losses, additional insurance, rent and security deposits, miscellaneous additional pre-opening costs, payroll, utilities, additional legal and accounting fees, and payments to any governmental agency that are necessary to open the Franchised Business. In addition, you should be prepared to have cash available to pay your personal living expenses during the first 3 to 6 months of operation. This is only an estimate however, and the necessary amount of working capital will vary considerably with each franchisee. We cannot guarantee that this amount is sufficient. You may require additional working capital over and above this estimated amount if your sales are low or if your fixed costs are high.

10. Your initial investment will vary depending upon the method and amount of financing that you use. The initial franchise fee, equipment, and other items are shown in full, although they may be financed or leased through third parties, and except where the low ranges are based in part on either landlord incentives, conversions of prior tenant's locations, and used fixtures and equipment. We have relied on historical experience provided by our franchisees to compile these estimates. The total actual cost to construct and operate each Tropical Smoothie Café® store has varied from the estimates shown above, and no particular outlet has experienced the high or low estimate for every category. The amounts shown are estimates only and may vary for many reasons, including, without limitation, your management skill and experience, your business acumen, local economic conditions, and sales reached during the initial operating period. Estimated initial investment costs may be substantially higher in certain states and locations, including New York, California, Nevada and Hawaii. You should review these figures carefully with a business advisor before making any decision to purchase the Franchised Business.

We do not offer any financing for your initial franchise fee or any portion of your initial investment. (See Item 10) The amounts described above are not refundable unless otherwise stated.