VINO 100 - FDD UFOC ITEM 1 Detail

THE FRANCHISOR, AND ANY PARENTS, PREDECESSORS, AND AFFILIATES.

To simplify the language in this Franchise Disclosure Document, "VINO 100" means the franchisor, Vino 100, LLC. "You" means the person who buys the franchise. If you are a corporation, partnership or other entity, "you" also includes your owners.

Corporate History

VINO 100 is a Delaware limited liability company that was formed in July 2003. VINO 100''s principal place of business is located at Three Bala Plaza East, Suite 103, Bala Cynwyd, Pennsylvania 19004. VINO 100 does business as "VINO 100." VINO 100''s agents for service of process arc listed in Exhibit A to this Disclosure Document.

Affiliates

VINO 100''s affiliate, The Tinder Box International, Ltd. ("TBI") is a California corporation that was incorporated on March 4, 1961. TBI has granted franchises for its "Tinder Box" stores specializing in the sale of premium tobacco products, including Tinder Box private label tobaccos and cigars, smokers'' accessories and supplies, as well as gifts, unique collectibles and other related and/or complementary products and services, since 1965. As of January 31. 2008, TBI had 70 franchisees. TBI''s principal place of business is located at Three Bala Plaza East, Suite 102, Bala Cynwyd, Pennsylvania 19004. TBI has not offered franchises in any other line of business and does not currently engage in any other business activities.

Other than TBI, VINO 100 does not have any parents, predecessors or affiliates offering franchises in any line of business or providing products or services to its franchisees. VINO 100 has not had any predecessors during the 10-ycar period immediately before the close of VINO 100''s most recent fiscal year.

The Franchised Business

VINO 100 has been offering: (i) single-unit franchises; (ii) area director rights; and (iii) development rights of the type being offered in this Disclosure Document since October 2003. VINO 100 has not offered franchises in any other line of business and does not currently engage in any other business activities. VINO 100 does not currently operate any company-owned stores or any business of the type being franchised.

Single Unit Franchise Opportunities

VINO 100 stores ("Store") are retail stores which specialize in the sale of a selection of 100 great wines each with a retail price of $25 or less, other wine related gifts, VINO 100 private label products (non-alcoholic), wine products sold at a price designated by you. on premises consumption of wine and other related and/or complimentary food products, such as assorted cheeses and chocolates, and services, as may be designated by VINO 100 or agreed upon by

VINO 100 and you. You may offer additional wine selections at prices above $25 with VINO 100''s prior consent.

VINO 100 Express locations are retail kiosks or other locations within stores which specialize in the sale of a designated number of great wines chosen from the wine selection offered in VINO 100 Stores, each with a retail price of $25 or less and other wine and/or complimentary products.

The VINO 100 Franchise Agreement grants you the right to operate a Store or a VINO 100 Express location at a specific location using the VINO 100 Proprietary Marks.

The typical Stores are "in-line" stores, meaning they are developed in strip centers. These locations are approximately 1,500 square feet in size. Some Stores may be located in regional shopping malls. These locations are approximately 1,000 square feet in size.

VINO 100 may also grant you the right to open a VINO 100 / Tinder Box Combination Store, if authorized by VINO !00^:s affiliate, The Tinder Box International, Ltd. If you develop a "Combo Store," you must sign the VINO 100 Franchise Agreement, The Tinder Box International, Ltd. Franchise Agreement and the Combination Store Bridge Agreement in the form attached to this Disclosure Document as Exhibit I-l. If you are interested in opening a Combo Store, you will also receive The Tinder Box International, Lld.''s Franchise Disclosure Document, which includes a copy of the Tinder Box Franchise Agreement. Combo Stores are approximately 1,200 - 1,500 square feet in size and are typically "in-line" locations.

Stores feature distinctive exterior and interior design, signage, merchandising systems and decor, color scheme and fixtures and/or equipment, uniform standards, specifications and procedures for operations; procedures for inventory and management control; training and assistance; and marketing programs; all of which may be changed, improved, developed, or discontinued by VINO 100.

Multiple Unit Development Opportunities

VINO 100 also offers multiple unit development opportunities through cither the Development Agreement or Area Director Agreement. The Development Agreement authorizes you to develop, and operate yourself, a specific number of Stores at the locations set out in your Development Agreement. A Franchise Agreement is signed between you and VINO 100 (bl�each Store opened under the Development Agreement.

The Area Director Agreement grants you the right to serve as an independent representative of Vino 100 and to coordinate the development of an exclusive territory, including recruiting franchisees to operate Vino 100 Stores, as well as the right to provide continuing operational and supervisory assistance and otherwise administer the System within your designated territory. A Franchise Agreement is signed between VINO 100 and the franchisee for each Store opened under the Area Director Agreement. In certain states, if you sign an Area Director Agreement, you may be considered a sub-franchisor and must therefore comply with certain disclosure and registration requirements before you begin performance under the Area Director Agreement.

Area Directors in the state of Maryland are not considered sub-franchisors. You are responsible for all costs and expenses relating to the preparation of disclosures and the filing of any registrations required by any franchise regulations that apply to your Area Director Agreement. The estimates for these costs and expenses are disclosed in Items 6 and 7 of this Disclosure Document.

Competition

You compete with franchised and chain stores of wine and liquor products, independent shops, stores and other businesses which specialize in the sale of the products and services which you offer for sale, and certain departments of general merchandise and department stores offering competitive products and services.

Industry Specific Regulations.

The retail liquor business is highly regulated by federal, state and local laws. These laws require that you obtain all necessary liquor licenses before you can open your Store. In some jurisdictions, liquor licenses may be difficult to secure, and often require proof of good character and no criminal background. The distribution and sale of alcoholic beverages is heavily regulated under stale and federal laws. Government regulations impact terms and conditions of payment; payment of excise taxes; advertising, trade and pricing practices; product labeling; sales to minors and intoxicated persons; relationship among product producers, importers, wholesalers, and retailers; ability to ship product between states; and limitation on multiple unit ownership. Some jurisdictions limit the sale of liquor to state-owned or licensed outlets. These laws may also impose limits on the way you advertise your business and the date and hours in which you may operate. For more detailed information as to how these laws affect your business, you should contact the Liquor Control Board of your slate and the City Manager of the city in which you will operate and consult with your attorney concerning these and other local laws and ordinances that may affect your Store.