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THE STORY OF HOW

"Shakes Alive!" Fruit Shakes™

CAME TO BE!

GREETINGS! We are Joe and Mary Liz Adair. We are honored that you are investing the time to take a little journey with us --- from where we were to where we are! You will learn a bit of our philosophy concerning life and business along the way. And, you will learn more about our
"Shakes Alive!" Fruit Shakes Entrepreneurial Enterprise Program.

"WELCOME ABOARD!"

"Hitch Your Wagon to a Star!"

Ralph Waldo Emerson was a brilliant poet, lecturer, and essayist who graced the American landscape from 1803 to 1882. Emerson stressed the importance of the INDIVIDUAL and encouraged people to RELY ON THEIR OWN JUDGEMENT. He encouraged us to AIM HIGH and HOPE FOR GREAT THINGS! In Emerson’s classic essay on "Self Reliance" he admonished,
"TRUST THYSELF."
"Be not the slave of your own past. Plunge into the sublime seas, dive deep and swim far, so you shall come back with self-respect, with new power, with an advanced experience……."

Our favorite Emerson quotation is contained in an essay entitled "American Civilization" written in 1862 for The Atlantic Monthly. In it he challenges all to

"HITCH YOUR WAGON TO A STAR."

If you wish to "HITCH YOUR WAGON" to someone else’s "STAR," there are approximately 7,000 franchises out there very eager to hear from you. If, however, you would like to STAND ON YOUR OWN FEET and REACH FOR THE STARS AND BEYOND, we have a wonderful Business Opportunity tailored for you. Through our ENTREPRENEURIAL ENTERPRISE PROGRAM and the resources it contains, we will license to you the opportunity to apply your own energy and your own intellect in garnering the knowledge and the skills from us with which to replicate a dynamic, fun, and proven business enterprise, "Shakes Alive!" Fruit Shakes™, ON YOUR OWN TURF AND ON YOUR OWN TERMS!

Allow us to briefly relate our story. For over thirty years we produced travel documentary films and lectured in concert halls throughout North America on behalf of the Travel & Adventure Series and the National Geographic Society. We had schedules and commitments to keep, but we remained independent contractors throughout those wonderful years. In the course of our many seasons on the road, we fell in love with the Rocky Mountains and, in due course, established our home here. We retired "comfortably" in 2000 and came home to the waiting embrace of the mountains. Our plan was to watch for a franchise opening in our little mountain town and invest some of our assets and plenty of our time into an ongoing and profitable undertaking. We didn’t have to wait long! Two existing and prominent food/refreshment franchises [Dairy Queen™ and Subway™] were "For Sale" in our community even as we were unpacking. We investigated each of these franchise opportunities thoroughly and came to the realization that owning a traditional franchise had no place in our lives.

The Nature of Traditional Franchises

Each of the two franchises mentioned above had the potential for earning us a substantial profit. But, we hasten back to our notations above about our "independent" natures. We would have suffocated within the constraints of either franchise agreement. So much of what you undertake in the context of a franchise is dictated by the franchiser from the hour of opening ‘til the hour of closing. The Oxford Illustrated American Dictionary published by DK Publishing, Inc., and the Oxford University Press defines "FRANCHISE" as an "authorization granted by a company to sell its goods or services in a particular way." That is the traditional approach to franchising --- selling THEIR goods and services THEIR way. Any alterations or variations on your part can place you in default of your franchise agreement and the franchiser can literally declare your contract terminated. You are no longer in business and any value you may have built up through your endeavor is lost. But, these comments address only the high cost to your psyche and your bank account if you fail to keep step with the traditional franchiser’s drum. It might be fun to think that "owning" a franchise means "running your own business" and "being your own boss." In truth, buying a franchise is leasing someone else’s trademark, product line, business rules, and regulations. And, they, the franchiser, are the boss. They will exact royalties on every dollar you take in. They will levy marketing fees. They may ascribe additional fees for virtually anything you can imagine, and for many things you can’t. They can dictate your suppliers --- even the wages you pay. They reserve the right to approve your location. They will dictate your uniforms and color schemes. In short, they can color your life in shades you never knew you wanted to wear.

Some of the scariest reading we have ever done was between the covers of Uniform Franchise Offering Circulars (UFOC) --- the compact between franchisers and franchisees. [The Federal Trade Commission requires such a document.] UFOCs are weighty, encyclopedic documents written by lawyers and should be reviewed by an experienced franchise attorney on your behalf if ever you consider entering into a franchise agreement. Once you clearly understand the contents and intent of the UFOC, you will know who is in charge. And, you will understand clearly that it is not you! You will know what fate awaits if you violate any terms of the agreement. You will come to understand what little legal recourse you have in any dispute with the franchiser. You may possibly prosper within the restraints and obligations of a franchise, but marching in lock step simply does not suit our nature. Perhaps you can see where this is leading!

The Independent Life

In the fresher light and air of a new day and after the corporate franchise cobwebs had cleared, we set about to see what kind of business we could create on our own terms and talents. We wanted to offer products as nutritious as they were delicious. We wanted to give our customers a reason to believe in our product and in us. We wanted to deliver smiles and create new ones in the process. At Lower Stanley village here in Estes Park, Colorado, we found an attractive 384-square-feet, free-standing store nestled in beside Taco Bell™, KFC™, Rocky Mountain Chocolate Factory™, Subway™, and McDonald’s™. A little mountain stream burbled in its course beside our site and there was space for a modicum of outdoor seating. We redecorated the interior in warm, relaxing tones of wood, paint, and tile. (We reiterate, "We redecorated!" ---- our first of many non-conformist, non-corporate, non-franchise moves.) We were charting our own path. No one said the seas would not be perilous, and we knew not then from whence the winds would blow. But, we stood proud and ready to adjust the sails and keep our ship on course. Little did we know at this stage of the voyage that within two years we would eclipse the net returns reflected in the "Offers to Sell" of the two traditional franchises we had considered. [And, now that we have completed seven years of independent enterprise, we can celebrate the fact that we have been spared $81,973 in franchise fees (computed at 6%) plus an additional $27,324 to $54,648 for "advertising" or "marketing" fees (computed at 2% to 4%) that would have been due under the terms of most franchise agreements. Indeed, some franchises exact even-higher percentages!]

We decided to create fabulous, healthy fruit shakes and smoothies attractively garnished and served in tall, translucent cups to accentuate the glowing colors of the fruits. We produced thick and creamy milkshakes and malts with healthy frozen yogurt in all the popular flavors and some exciting new ones as well. Our soda fountain boasted everyday favorites alongside some "retro" specialties from days of yore. Our sandwich and salad boards turned out delectable meal-sized sandwich plates as beautiful to behold as they were to taste. We lined the walls of the public area with oaken hutches and scoured the land for an intriguing array of high-end gifts that had instant eye appeal and would be snatched up on impulse.

We opened the doors of "Shakes Alive!" Fruit Shakes, LLC., May 6, 2000, and endeavored to surpass the expectations of all who graced our door. And, there in the very shadow of the industry giants, we have prospered and profited handsomely. Indeed, we have elected to open our doors only seasonally from May through October. (WE can do that. WE are in charge!) We spend our winters enjoying our hearth, our mountains, and our neighbors. We trek far afield in our motor coach. We relish a world cruise from time to time. We shall be forever grateful for the business concept nurtured in our minds and hearts that took root here in the rocky soil of the Colorado mountains and prospered to a point that we can enjoy such pastimes.

An Extraordinary New Concept in Entrepreneurial Enterprise!

Truth be known, we have investigated the possibilities of franchising "Shakes Alive!" Fruit Shakes™ in the traditional sense. Harlan Sanders began Kentucky Fried Chicken™ when he was senior to us. So, the precedent is there. Such is our temperament, though, and so free our spirit that it is difficult now to relish the complexities and legalities that launching a traditional franchise would entail.

Still, we would be proud and honored to profit further from our experience and success and see such enterprises expand and grow to serve others as it has served us. Therefore, we are willing and prepared to enter into a Trademark License Agreement with you and help you establish your own business patterned after our "Shakes Alive!" Fruit Shakes™ at the place of your choice and at the hours of your choosing. We will provide you with the complete business model and plan of operation. You will be the boss. You will be in charge of your own destiny. We will share every nuance of our business operation with you --- our business philosophy, our proven recipes, our formulas, our operating procedures, our equipment lists and suppliers, our hiring practices, and our suppliers both for consumables and for gifts. There is one definition of "FRANCHISE" that we love. Quoting again from the Oxford Illustrated American Dictionary, "FRANCHISE" can refer to "a right or privilege granted to a person." While we are not a franchise, we are proud to apply this notion of "bestowing" to our relationship with you. In our entrepreneurial relationship with you we will provide all of the information you require to understand the nature and intricacies of our business. After all, you are buying from us the "right or privilege" to know. And, with that knowledge you can endeavor to build just such a business as ours --- or in time an even better one totally unrestrained by us.

Our book-length, pictorial, "Shakes Alive!" Fruit Shakes™ Operational Manual will give you both the confidence and the specific information necessary to replicate our business plan on your site and on your terms. We will make dozens upon dozens of suggestions in our manual to enhance your operation, but will issue no edicts or degrees. You will be free to alter or tweak our proven business concept to most-perfectly fit your space, your imagination, and your own vision of the future.

Here, then, is the
"Shakes Alive!" Fruit Shakes™ Opportunities, LLC.
Entrepreneurial Enterprise Program:
"A Business Model for a Model Business!"

License this unique BUSINESS OPPORTUNITY from us and
you will never pay royalties or percentages. You will pay no annual fees, assessments, or "re-franchising" charges ever. You will answer to no one but yourself! You may invest your own advertising dollars as you see fit.

You will pay us a one-time
"TRADEMARK LICENSE FEE"
of
$17,775.

In return we will provide you

The "Shakes Alive!" Fruit Shakes™ Opportunities, LLC.,
ENTREPRENEURIAL ENTERPRISE PROGRAM
consisting of...

1.] License to employ the market-proven name
"Shakes Alive!" Fruit Shakes™
and the goodwill associated with it.
to build and operate a business modeled after
"Shakes Alive!" Fruit Shakes™, LLC., of Estes Park, CO 80517, at the place designated by you.

2.] A Formal Certificate of
"ENTREPRENEURIAL TERRITORIAL INTEGRITY"
granting you [the "Licensee"] a mutually-agreed-upon
exclusive operating territory ["Defined Market Area"]
in perpetuity through documented and signed assurance that no other
"Shakes Alive!" Fruit Shakes™, LLC, Entrepreneurial Enterprise Program
will be sold or otherwise conveyed in your same territory.

3.] The "Shakes Alive!" Fruit Shakes™ Operational Manual:
A complete, book-length, pictorial manual detailing every essential facet of the creation and operation of this business enterprise including detailed equipment lists and sources, directions, procedures, formulas, valuable ideas, philosophies, and recipes.

4.] TRAINING WITH THE EXPERTS AT

"You Old Smoothie U"
The "university" of fruit shakes & smoothies
+ + + +
The teaching AND RESEARCH ARM of
"Shakes Alive!" Fruit Shakes™ Opportunities, LLC.

"YOU OLD SMOOTHIE U" is located in Estes Park, Colorado, amidst the majestic grandeur of the Rocky Mountains. The towering heights of Longs Peak (one of Colorado’s hallowed "fourteeners") and the Continental Divide are the scenic backdrop for the school.

"YOU OLD SMOOTHIE U" is housed in the historic original Rocky Mountain National Park Visitors’ Center.

Training sessions last for five days and cover every facet of the creation and marketing of Fruit Shakes and Smoothies and the other fine wares reflected throughout the "Shakes Alive!" Fruit Shakes™ menu and store. When you graduate from this course, you will be a master at the art of building the finest, freshest, and most-delectable drinks in the marketplace and producing platters worthy of the Earl of Sandwich himself!

We trust that when you schedule your course time at "YOU OLD SMOOTHIE U," you will allow extra time to take in the grandeur and the multitudinous offerings of Estes Park and its environs. We look forward to welcoming you!

5.] Any and all discounts negotiated with distributors or suppliers on behalf of Licensees by "Shakes Alive!" Fruit Shakes™, LLC.

6.] A Compact Disc of stored photographic data for Licensee’s use in recreating photographic representations [up to billboard size] of the current products offered by "Shakes Alive!" Fruit Shakes™, LLC. Enjoy these photographs throughout our Web Site at www.ShakesAlive.com.

7.] Reasonable on-going telephone consultation with the Principals/Managers of "Shakes Alive!" Fruit Shakes™, LLC., for twelve months following acquisition of the "Shakes Alive!" Fruit Shakes™ Entrepreneurial Enterprise Program.

8.] TIME! You will, in effect, receive a large measure of this incredibly- valuable commodity. If "time" could be bottled, it would be fair to say that we are offering you a vessel full to overflowing! Building any enterprise from scratch entirely on your own entails both great amounts of time and great risk. This is TIME that we can try to save you and RISK that we can try to minimize. We have invested over nine years visualizing, launching, refining, tweaking, adding to, and subtracting from our "business model" to refine and hone our initial concept into the "model business" it is today. We trust that we can save you all those years of trial, error, and experimentation.

9.] MONEY! If a dollar saved is, indeed, a dollar earned, we are proud of the dollars we can help you to keep in your pockets over time. If you are a "self-starter" with the ability to apply skilled teaching and directions, then we can potentially save you "tens upon tens" of thousands of dollars in fees, royalties, and assessments over time by keeping you independent of the Franchise Web.

The Future Begins Now!

Accept our offer and we will deliver to you for the one-time Trademark License Fee stated above the formula for an independent enterprise with a profit potential to match your talents, energies, and imagination. Our success cannot guarantee your success. We can proudly "license" to you information regarding the tangibles and proprietary secrets of our success and good fortune. But, it is the intangibles --- your imagination, dedication, drive, and charm --- that will determine your own ultimate success. What we can guarantee is that you will have all of the information and insights necessary for the replication and implementation of the business enterprise defined herein.

A World of Your Own!

We stand together with you here at the threshold of the future. We have arrived at this moment and place through the application of our time, energy and creativity. We stand prepared to share with you every nuance of the process and the enterprise that has brought us to this plateau. The next step is yours. Let it be the first step in your march to an independent, prosperous, and exciting venture!