VINO 100 - FDD UFOC ITEM 7 Detail

YOUR ESTIMATED INITIAL INVESTMENT A.������ Franchise Agreement VINO 100 STORE

VINO 100 estimates that you will incur initial investment costs in the ranges described below when developing a single Store.

Note I. The Initial Franchise Fee for a VINO 100 Store is $30,000. VINO 100 also offers a discount to VINO 100 franchisees who wish to establish more than one Store, the existing franchisees of other chains or brands and Qualified Veterans. If you are a VINO 100 franchisee, the Initial Franchise Fee for your second and each additional Store is $20,000. If you are an existing franchisee of another chain or brand approved by VINO 100, the Initial Franchise Fee ranges from $0 to $15,000. If you are a Qualified Veteran, the Initial Franchise Fee is $25,000. See Item 5 for more details regarding the Initial Franchise Fee.

Note 2.The range in the chart is based upon two persons attending the training program. This range increases if additional persons attend the training program.

Note 3.The construction, leasehold improvements and real estate rental fees vary depending on the size, location, existing leasehold improvements and costs of construction in the area of the VINO 100 Store.

Note 4. The range in this chart represents an estimate for all required fixtures, equipment and opening inventory. Your costs may vary depending on factors such as the size of the location and any upgrades or changes in the specifications.

Note 5.Grand Opening expense is based on local direct mail and local advertising. These costs can vary depending on your territory cost of media and how extensive a marketing campaign you choose.

Note 6.You must obtain insurance policies protecting both yourself and VINO 100, and your and its respective officers, directors, partners, and employees, against any demand or claim for personal injury, death, or property damage, or any loss, liability, or expense arising from the operation of your Franchise including liquor liability. These policies must be written by a responsible carrier or carriers acceptable to VINO 100 , and must include, at a minimum (unless VINO 100 requires additional coverages and higher policy limits), the following:

1.            Comprehensive General Liability Insurance, including broad from contractual liability, broad form property damage, personal injury, completed operations and products liability, in the amount of $1,000,000 combined single limit, and fire damage coverage in the amount of $50,000.00, and naming VINO 100 as an additional insured; and

2.            "All Risks" coverage for the full cost of replacement of the Store and the leasehold improvements and all other property in which VINO 100 has an interest, with no coinsurance clause, a replacement cost clause attached, agreed amount endorsement equal to 100% of the value of the property; and

3.            Employer''s Liability, Workers'' Compensation. Liquor Liability, Dram Shop Insurance and any other insurance required by statute or rule of the slate or locality in which your Store is located: and

4.      Business interruption insurance, in an amount equal to 100% of your annual Gross Sales, excluding ordinary payroll expenses, and naming VINO 100 as an additional insured; and

5.            VINO 100 does not require you to purchase a vehicle for the operation of your Store, however if you wish to use a vehicle in the operation of your Store, you must also obtain and maintain "automobile liability" insurance, including coverage of vehicles not owned by you. but used for your Store, with a combination of primary and excess limits of ai least $1,000,000.

You may, with VINO 100''s consent, have reasonable deductibles for the coverages described in sub�paragraphs 1 and 2 above. If you perform any construction, renovation, refurbishment or remodeling of your Store, you must also obtain Builder''s All Risks insurance and performance and completion bonds in forms and amounts, and written by a carrier or carriers, reasonably satisfactory to VINO 100. You must provide VINO 100 with a Certificate of Insurance evidencing these insurance coverages.

Note 7.The range in the chart includes the cost of an IBM or IBM-compatible personal computer, approved software, installation and an initial 3 months of software support. You must purchase an IBM or IBM compatible computer system and approved software. VINO 100 may require reasonable computer system upgrades and changes periodically. See Item I 1 of this Disclosure Document for more information about computer software and hardware requirements.

Note 8. This is an estimate of the expenses yoti will incur in connection with purchasing the gift card processing machine and an initial supply of gift cards, hangers and display racks. The estimate also includes the monthly processing fees you will incur during the first three months of operation.

Note 9. Liquor Licenses are required by all jurisdictions. Prices for liquor licenses may vary. Please refer to Item 1 for details.

Note 10. This chart provides estimates of your initial start-up expenses and does not include ongoing marketing and advertising expenses or percentage rent payable under the terms of your lease. Depending on the size of the VINO 100 Store, these estimates may vary. These figures are estimates only based upon VINO 100''s experience, and VINO 100 cannot guarantee that you do not have additional expenses starting your business. Your costs will depend on your management skill, experience and business acumen; local economic conditions; the local market for Vino 100''s services; competition; and the sales level reached during this initial period. You should review these figures carefully with a business advisor before making any decision to purchase the Franchise.

If you are engaged in developing multiple Stores at the same time, you may incur additional costs over and above the development fee and the costs described above for a single Store. You may incur additional personnel, training and travel costs in order to have trained personnel ready for new Stores as they open. You may also incur additional marketing and advertising expenses with the Grand Opening marketing and advertising campaign for each Store, which will be coordinated with your other existing Stores.

COMBO STORE

VINO 100 estimates that you will incur initial investment costs in the ranges described below when developing a Combo Store.

MISCELLANEOUS����������������� $1,500������������ Lump Sum����������������� As������������ Service Providers

OPENING COSTS���������������������� to Incurred

(first 3 months) $4,000

Note 2.The range in the chart is based upon two persons attending the training program. This range increases if additional persons attend the training program.

Note 3.The construction, leasehold improvements and real estate rental fees vary depending on the size, location, existing leasehold improvements and costs of construction in the area of the Combo Store.

Note 4. The range in this chart represents an estimate for all required fixtures, equipment and opening inventory. Your costs may vary depending on factors such as the size of the location and any upgrades or changes in the specifications.

Note 5.Grand Opening expense is based on local direct mail and local advertising. These costs can vary depending on your territory cost of media and how extensive a marketing campaign you choose.

Note 6.You must obtain insurance policies protecting both yourself and VINO 100, and your and its respective officers, directors, partners, and employees, against any demand or claim for personal injury, death, or property damage, or any loss, liability, or expense arising from the operation of your Franchise including liquor liability. These policies must be written by a responsible carrier or carriers acceptable to VINO 100, and must include, at a minimum (unless VINO 100 requires additional coverage and higher policy limits), the following:

1.            Comprehensive General Liability Insurance, including broad from contractual liability, broad form property damage, personal injury, completed operations and products liability, in the amount of $1,000,000 combined single limit, and fire damage coverage in the amount of $50,000.00, and naming VINO 100 as an additional insured; and

2.            "All Risks" coverage for the full cost of replacement of the Store and the leasehold improvements and all other property in which VINO 100 has an interest, with no coinsurance clause, a replacement cost clause attached, agreed amount endorsement equal to 100% of the value of the property; and

3.            Employer''s Liability, Workers'' Compensation, Liquor Liability. Dram Shop Insurance and any other insurance required by statute or rule of the state or locality in which your Store is located; and

4.            Business interruption insurance, in an amount equal to 100% of your annua! Gross Sales, excluding ordinary payroll expenses, and naming VINO 100 as an additional insured; and

5.            VINO 100 does not require you to purchase a vehicle for the operation of your Store, however if you wish to use a vehicle in the operation of your Store, yoti must also obtain and maintain "automobile liability" insurance, including coverage of vehicles not owned by you, btit used for your Store, with a combination of primary and excess limits of at least $1,000,000.

You may, with VINO 100''s consent, have reasonable deductibles for the coverages described in sub-paragraphs I and 2 above. If you perform any construction, renovation, refurbishment or remodeling of your Store, you must also obtain Builder''s All Risks insurance and performance and completion bonds in forms and amounts, and written by a carrier or carriers, reasonably satisfactory to VINO 100. You must provide VINO 100 with a Certificate of Insurance evidencing these insurance coverages.

Note 7.The range in the chart includes the cost of an IBM or IBM-compatible personal computer, approved software, installation and an initial 3 months of software support. You must purchase an IBM or IBM compatible computer system and approved software. VINO 100 may require reasonable computer system upgrades and changes periodically. See Item I 1 of this Disclosure Document for more information about computer software and hardware requirements.

Note 8. This is an estimate of the expenses you will incur in connection with purchasing the gift card processing machine and an initial supply of gift cards, hangers and display racks. The estimate also includes the monthly processing fees you will incur during the first three months of operation.

Note 9. Liquor Licenses arc required by all jurisdictions. Prices for liquor licenses may vary. Please refer to Item 1 for details.

Note 10. This chart provides estimates of your initial start-up expenses and does not include ongoing marketing and advertising expenses or percentage rent payable under the terms of your lease. Depending on the size of the VINO 100 Store, these estimates may vary. These figures are estimates only based upon VINO 100''s experience, and VINO 100 cannot guarantee that you do not have additional expenses starling your business. Your costs will depend on your management skill, experience and business acumen; local economic conditions; the local market for Vino 100''s services; competition; and the sales level reached during this initial period. You should review these figures carefully with a business advisor before making any decision to purchase the Franchise.

If you are engaged in developing multiple Stores at the same time, you may incur additional costs over and above the development fee and the costs described above for a single Store. You may incur additional personnel, training and travel costs in order to have trained personnel ready for new Stores as they open. You may also incur additional marketing and advertising expenses with the Grand Opening marketing and advertising campaign for each Store, which will be coordinated with your other existing Stores.

VINO 100 EXPRESS

INITIAL FRANCHISE FEE (Note I)

$0 to

515,000

Lump Sum

At the Signing of the Franchise Agreement

VINO 100

TRAVEL AND LIVING $800
EXPENSES WHILE to
TRAINING (Note 2)______ $5,500

As Incurred������� During Training�� Airlines. Motels,

Restaurants. Etc.

CONSTRUCTION, LEASEHOLD IMPROVEMENTS AND REAL ESTATE RENTAL FEES

(first 3 months)
(Note 3)___________

S5.000 to

S25.000

Lump Sum

As Incurred

Service Providers

FIXTURES AND
EQUIPMENT
(Note 4)_______

$5,000 to

$40,000

.ump Sum or As��� Before Opening Vendors Incurred

OPENING INVENTORY (Note 4)

$20,000 to

$45,000

Lump Sum

As Incurred Vendors

OPENING COSTS���������������������� lo Incurred

(first 3 months) $4,000

GRAND OPENING��������������� $5,000�������������� Lump Sum����������� As Incurred����� Media And Advertising

ADVERTISING AND����������������� to Agencies

MARKETING���������������������� $10,000
(Note 5)

INSURANCE��������������������������� $375������������� Lump Sum����������� As Incurred Suppliers

(first 3 months) to

(Note 6)___________________ $800____________________________________________________

COMPUTER SYSTEM����������� $10,000����������� Lump Sum����������� As Incurred����� Third Party Supplier

(Note 7) to

$20,000

ADDITIONAL FUNDS���������� Si 5,000����������� Lump Sum����������� As Incurred����� Employees. Suppliers,

(first 3 months)������������������� to $25,000 Utilities

(See Note 9)______________________________________________________________________

LIQUOR LICENSE $1,800 to Lump Sum Prior to Local Authorities
(Note 8) (Prices may vary)___ $2,000________________________ Issuance__________________

TOTAL $64,475 (Note 9) to

$190,300

Note l.The Initial Franchise Fee for a VINO 100 Express location ranges from $0 to $15,000, depending on the site, lease, construction, size, space and quantity of wine offered at the VINO 100 Express location. See Item 5 for more details regarding the Initial Franchise Fee for a VINO 100 Express location.

Note 2. The range in the chart is based upon two persons attending the training program. This range increases if additional persons attend the training program.

Note 3-The construction, leasehold improvements and real estate rental fees vary depending on the size of the space and other rental fees.

Note 4. The range in the chart is for all required fixtures, equipment and opening inventory.

Note 5.Grand Opening expense is based on local direct mail and local advertising. These cost can vary depending on your territory cost of media and how extensive a marketing campaign you choose,

Note 6. See Note 6 under the VINO 100 Store chart Tor details on insurance.

Note 7. See Note 8 under the VINO 100 Store chart for details on computer requirements.

Note 8. See Note 9 under the VINO 100 Store chart for details on liquor license requirements.

Note 9.This chart provides estimates of your initial start-up expenses and does not include ongoing marketing and advertising expenses or percentage rent payable under the terms of your lease. Depending on the size of the VINO 100 Express location, these estimates may vary. These figures are estimates only based upon VINO 100''s experience, and VINO 100 cannot guarantee that you do not have additional expenses starting your business. Your costs will depend on your management skill, experience and business acumen; local economic conditions; the local market for Vino 100''s services; competition; and the sales level reached during this initial period. You should review these figures carefully with a business advisor before making any decision lo purchase the Franchise.

B.������ Area Director Agreement

VINO 100 estimates that you will incur initial investment costs in the ranges described below in connection with beginning your obligations under the Area Director Agreement. Additionally, under the Area Director Agreement, you must open and operate at least one VINO 100 Store and will therefore incur the initial investment costs disclosed in the chart above.

AREA DIRECTOR FEE (Note 1)	S4.000 to 560,000	Lump Sum	At the Signing of the Area Director Agreement	VINO 100
TRAVEL AND LIVING	$800	As Incurred	During Training	Airlines, Hotels.
EXPENSES WHILE	to			Restaurants, Etc.
TRAINING (Note 2)	$2,500

FIXTURES AND������������������� $4,000��������� Lump Sum or����� Before Opening�� Third Party Suplier

EQUIPMENT FOR THE����������������������������������������� to������������� As Incurred

AREA DIRECTOR���������������������������������������������� $10,000
OFFICE

(Note 3)__________________________________________________________

MISCELLANEOUS����������������������������������������������� $1,500����������� Lump Sum����� As�������� Service Providers

OPENING COSTS����������������������������������������������������������� to Incurred

(first 3 months)������������������������������������������������������������������ $4,000

ADVERTISING AND�������������� $5,000������������ Lump Sum���������� As Incurred����� Media And Advertising

MARKETING Agencies (Note 4)

Note I .The Area Director Fee varies depending on the size of your designated Territory. The range in the chart is based on a development schedule requiring you to open as few as four, as represented by the low range, and as many as ten, as represented by the high range. Stores in your Territory. See Item 5 for more details regarding the Area Director Fee.

Note 2.The range in the chart is based upon one person attending the training program. This range increases if additional persons attend the training program.

Note 3. You must maintain an area director office in your Territory with a toll-free telephone line, facsimile and computer hardware and software meeting VINO 100''s standards and specifications.

Note 4.You must expend not less than $5,000 per calendar quarter on direct media for the purpose of recruiting new franchisees.

Note 5. You must obtain and maintain insurance policies written by responsible carriers acceptable to VINO 100. and must include, at a minimum, (unless VINO 100 requires additional coverages and higher policy limits) : (i) comprehensive general liability coverage, including products liability, property damage, personal injury with a combined single limit of at least $1,000,000.00; and (ii) automobile liability insurance, including coverage of vehicles not owned by you, but used for your operations, with a combination of primary and excess limits of at least $2,000,000.

Note 6.The range in the chart includes the cost of an IBM or IBM-compatible personal computer, approved software, installation and an initial 3 months of software support. You must purchase an IBM or [BM compatible computer system and approved software. VINO 100 may require reasonable computer system upgrades and changes periodically. See Item 1 1 of this Disclosure Document for more information about computer software and hardware requirements.

Note 7. The range in the chain reflects an estimate of the costs you will incur in complying with certain state and federal disclosure laws and certain state registration requirements. The range includes an estimate of the filing fees for obtaining these registrations.

Note 8. You must open and operate at least I VINO 100 Store under the terms of your Area Director Agreement. Therefore, you will incur the initial investment costs associated with doing so. Please refer to Chart A. above for more details regarding the break down of expenses associated with opening your VINO 100 Store.

Note 9.The estimates in this chart include the cost of leasing or purchasing a vehicle, which you will need to fulfill your obligations under the Area Director Agreement, including your obligations to visit and inspect the Store locations developed under the Area Director Agreement.

Note 10.��������� This chart provides estimates of your initial start-up expenses and does not include ongoing

marketing and advertising expenses or percentage rent payable under the terms of your lease. Vino 100 never offered area director rights in the past, and therefore your results may vary. You should review these figures carefully with a business advisor before making any decision to purchase area director rights.

C.������ Development Agreement

VINO 100 estimates that you will incur initial investment costs in the ranges described below in connection with beginning your obligations under the Development Agreement. Additionally, under the Development Agreement, you must open and operate a specified number of Stores and will therefore incur the initial investment costs disclosed in chart A above for each Store to be developed under the Development Agreement, with the exception of the Initial Franchise Fees, The ranges in the chart represent the range of costs associated with developing two to three VINO 100 Stores. Please refer to Item 5 for more details regarding the Development Fee.

Note 1 ,lf you sign a Development Agreement, you must pay VINO 100 a Development Fee which is due in full when you sign your Development Agreement and is non-refundable. The low range represents the Development Fee in connection with developing one additional Store and the high range represents the Development Fee in connection with developing three additional Stores. See hem 5 for more information regarding the Development Fee.

Note 2. You must also pre-pay $12,500 of the reduced Initial Franchise Fee of $20,000 for each Store you agree to open under the Development Agreement at the time you sign the Development Agreement. The low range represents the pre-payment of the initial franchise fee due if you agree to open one additional Store. The high range represents the pre-payment of initial franchise fees due if you agree to open three additional Stores. All pre-paid portions of the reduced Initial Franchise Fee are non-refundable. The balance of the reduced Initial Franchise Fee in the amount of $7,500 per Store will be due at the time you sign the Franchise Agreement for each additional Store.

Note 3. You will also incur the initial investment costs disclosed in Chart A. above, less the Initial Franchise Fees, in connection with each VINO 100 Store you agree to develop under the Development Agreement. The range in this chart represents the range of costs associated with developing one to three additional VINO 100 Stores. Please refer to Chart A. above for more details regarding the break down of expenses associated with opening each of your VINO 100 Stores.

Note 4.This chart provides estimates of your initial start-up expenses if you enter into a Development Agreement. Depending on the number of Stores you agree to open under the Development Agreement, these estimates may vary. These figures are estimates only based upon VINO 100''s experience, and VINO 100 cannot guarantee that you do not have additional expenses starting your business. Your costs will depend on your management skill, experience and business acumen; local economic conditions; the local market for VINO 100''s services; competition; and the sales level reached during this initial period. You should review these figures carefully with a business advisor before making any decision to sign a Development Agreement.