1 - Incredible Pizza Company | Franchise Opportunities, Franchises

Greetings ,Thank you for your inquiry into our franchising/investment opportunities.Your first step will be to fill out and submit the application and financial documents thatwe have attached for your convenience. If you would like to briefly discuss the costs andprocesses before you submit these documents we will be happy to call you. The minimumfinancial requirements are 1.5 million dollars net worth and approximately $500,000 liquidcash available. The total costs are more than this but these are the minimum cashrequirements.We will also take this opportunity to walk you through the entire process of becoming anAmerica’s Incredible Pizza Company franchisee.1. Potential franchisee calls or e-mails.2. Overview of concept and process is given.3. Application and financials are submitted.4. The application is either approved or denied.5. If approved, you will receive a call that will answer a few additional questions andto inform you that we will overnight a copy of our Franchise Disclosure Documentto you. (If denied you will also receive a phone call telling you why.)6. After you have had a few days to read the FDD we will call you for an extended,detailed question and answer session.7. When all questions have been answered to your satisfaction we will schedule a tripfor you to come to Springfield, Missouri for a tour of our corporate office and ourSpringfield Incredible Pizza and to participate in our “Join the Team Day”. We willlock in your area, sign the franchise agreement and pay the appropriate fee.8. Site selection and approval, and secure financing.9. Construction in a leased facility. (Average build out totals are $100.00 per squarefoot)10. Grand opening.Again, thank you for your inquiry and we hope to talk to you soon. We look forward to assistingyou in your endeavor.Richard A. BarsnessFounder and CEO of America’s Incredible Pizza Company

AIPC Mission StatementAmerica’s Incredible Pizza Company exists to bring families andfriends together through great food and FUN.We work hard in a spirit of cooperation and FUNwith a passion for all we do.We operate our business by Christian principles, delivering apositive family experience and a fair return to our company.

AIPC Vision StatementFamilies and friends come together at America’s Incredible Pizza Company for incredibleexperiences and fun memories, bringing them back again and again.We are actively involved with children providing a positive influence in their lives.Who we hire is the most important decision we make.We promote a strong, fun work ethic, encouraging the development of good moral character andvalues.We provide a fun environment for training, developing, recognizing, and rewarding our employeeswith the goal of promoting from within.We maintain our reputation as the industry leader with unique and innovative ideas for bringingfamilies together through great food, fun, family and friends.

WhoWeAre!Executive Team Bios

Richard Barsness – Co Founder/CEOMr. Barsness has been a manager of IPFG since itsformation. Mr. Barsness has been a manager of FECConstruction since its formation in June 2008. FromNovember, 1999 to present, he has been an owner ofIncredible Pizza Company in Rogersville, Missouri andhe was President of this company from November, 1999to April, 2002. He also was President of RPMProductions, Inc. which owned and operated Mr. Gatti'sfranchises in Texas from 1976 to November, 1999. Mr.Barsness was a manager of IPMG and IPCG fromSeptember, 2003 to December 31, 2006Cheryl Barsness – Co FounderMrs. Barsness has been a manager of IPFG since itsformation. She also has been Vice President, Secretary,Treasurer and an owner of Incredible Pizza Company inRogersville, Missouri since November, 1999. Mrs.Barsness was a manager of IPMG and IPCG fromSeptember, 2003 to December 31, 2006.Larry Arch Abbe - President of FECConstructionMr. Abbe has been a manager of IPFG since its formation.He has been President of Incredible Pizza Company inRogersville, Missouri, since April, 2002. From January,2002 to April, 2002, he operated a financial consultingbusiness, Trey-Lar Enterprises, in Abilene, Texas. FromJune, 1994 to November, 2001, he was Vice President ofOperations of Mr. Gatti's of Abilene in Abilene, Texas. Mr.Abbe was a manager of IPMG and IPCG from September,2003 to December 31, 2006.

Scott Axon – Board MemberMr. Axon has been Director of Franchise Sales for IPFGsince February, 2004. He has also been a business broker andmergers and acquisition consultant since 1997, currently withKingsley Group Business Services in Springfield, Missouri.Mr. Axon is a Certified Business Intermediary (C.B.I.).George Ward, II - Chief Financial OfficerMr. Ward joined Incredible Pizza Company and IPMG asChief Financial Officer in October, 2005. He has alsoperformed similar functions for IPFG since that datepursuant to a contract between IPFG and its affiliates. Mr.Ward owned Emergent Technology Solutions, Inc., aSpringfield, Missouri-based computer softwaredevelopment and hardware integration firm, fromSeptember, 2001 through September, 2005. Prior toSeptember, 2001, Mr. Ward was CFO for the Springfield,Missouri-based Bassett Furniture Direct franchisee for midand southwest Missouri. Mr. Ward is a Certified PublicAccountant.Richard R. Pogue – PresidentMr. Pogue joined Incredible Pizza Company as VicePresident of Franchise Operations in January 2008, andperforms similar functions for IPFG. Previously Mr. Poguewas with Luby's, San Antonio, Texas from June 1986 toDecember 2007, starting out as a manager trainee and thenmoving up to General Manager; Vice President of Foodand Service Development; and Area Vice President wherehe supervised the Company's Labor Efficiency Team andhad fully responsibility for 64 restaurants.

Don Potvin - Executive Vice President ofTrainingMr. Potvin has been the Executive Vice President of Trainingfor Incredible Pizza Company since March, 2008. Mr. Potvinwas the Vice President of Training for Incredible PizzaCompany from January 2005 to March 2008. He has alsoperformed similar functions for IPPG since approximatelythat same date pursuant to a contract between IPFG and itsaffiliates. Mr. Potvin started with Incredible PizzaCompany in April 2004 and became Managing Partner ofthe second FEC location in Tulsa, OK when it opened inAugust, 2004. From 1993 to April, 2004, Mr. Potvinworked at Mazzio's Corporation in Tulsa, OK in variouscapacities, including Director of Franchise Operationsfrom 2000 to April, 2004, overseeing the operations of 142Mazzio's franchise restaurants in 9 states.Robert Snelson - Executive Vice Presidentof Games and AttractionsMr. Snelson has been with Incredible Pizza Companysince January of 2002. He currently serves as ExecutiveVice President of Games, Rides and Attractions.Additionally, he is President of FEC ConstructionManagement, LLC. Mr. Snelson has also performedsimilar functions for IPFG pursuant to a contractbetween IPFG and its affiliates.Mary M. Clapp - Senior Vice President ofLegal AffairsMrs. Clapp joined Incredible Pizza Company and IPFG asSenior Vice President of Legal Affairs in Nov. 2009. Mrs.Clapp is an attorney licensed in the State of Florida. Beforejoining Incredible Pizza Company and IPFG, Mrs. Clapppracticed law in the State of Florida, handling primarilycomplex commercial litigation matters. She practiced withJohn H. Rains, III P.A. in Tampa, FL from Jan. 2006 toNov. 2009, with Blalock Walters Held and Johnson PA. inBradenton, FL from August 2005 to December 2005 andwith Trenam, Kemker, Scharf, Barkin, Frye, O'Neill &Mullis P.A. in Tampa, FL from Aug. 2004 to Aug. 2005.

Scott Boardman - Vice President ofInformation TechnologyMr. Boardman handles all computer hardware andsoftware-related issues for all corporate and IPFGmanagedstore systems. Mr. Boardman joined IPFGand its related companies in September 2005. Mr.Boardman was employed by Ideal Software Systems,Meridian, Mississippi from April 2001 to September2005. He was part of the team with Ideal Softwarewho helped develop Incredible Pizza's custom pointof-salesystems and had hands-on involvement in theinstallation and openings of all of FEC locations priorto joining IPFG and its affiliates

October 10, 2008InternationalAssociation ofAmusement Parksand Attractions1448 Duke St.Alexandria, VAUSA 22314Phone 703.836.4800Fax 703.836.1192iaapa@iaapa.orgwww.iaapa.orgMemphis’ Incredible Pizza Company1245 Germantown ParkwaySuite 104Cordova, TNIt is an honor and a pleasure for me to inform you that MEMPHIS’ INCREDIBLEPIZZA COMPANY has been recognized as one of the TOP FECS OF THE WORLD forthe year 2008!Your company will be recognized at the Family Entertainment Center Reception,which will be held Wednesday, November 19, from 6:00 p.m. to 8:00 p.m. inRoom S310 of the Orange County Convention Center in Orlando, Florida as partof the festivities at the IAAPA Attractions Expo 2008 Annual Conference andTrade Show.So that we may recognize you appropriately, please confirm your attendance nolater than Thursday, November 6 at (USA) +1 703/836-4800 ext.767 or e-mail:abenavent@iaapa.org. If you are unable to attend, your award will be mailed inearly December.IAAPA wants to help you promote this prestigious recognition. We will send apress release to domestic and international trade media and will have it availablein the Press Room at IAAPA Attractions Expo 2008. The awards ceremony will bephotographed and digital pictures will be available to you after the conference foryour own promotional efforts.Again, congratulations for this outstanding accomplishment!Sincerely,Ana Elisa BenaventVice President, Membership and Marketing Services

Reprinted From March 9, 2009SERVING SOUTHWEST MISSOURIDynamic Dozen 2009Incredible Pizza digs into geographic expansion,small-market conceptby Clarissa FrenchContributing WriterIncredible Pizza continues to takea healthy slice of the nation’s familyentertainment pie. And while somein the industry may be feeling a littlethin and crispy, the family value nichethat Incredible Pizza targets is provingto be deep dish.“Our primary market focus is familiesthat are lower white-collar andupper blue-collar – families that areon the edge of American prosperity,”said Scott Axon, Incredible Pizza directorof franchise development andadvisory board member.In better times, these familiesmight take trips to majortheme parks suchas Disneyland, but inthe current economy,value-oriented familyentertainment venuesclose to home are amore attractive option,preserving familytogether time whilesaving airfare, traveltime, gas and lodgingcosts.Incredible Pizza’s2008 revenues were$82.6 million, up from$64 million in 2007.Much of Incredible Pizza’s growth isfueled by development of new sites.There are now 16 Incredible Pizzalocations open, and projects underconstruction include company partnershipstores in Des Moines, Iowa,and Indianapolis, and a franchisestore in Phoenix.The economic downturn has createda buyer’s market for construction,and Incredible Pizza owner RickBarsness is stepping up to take advantage.“We’re going to build another fivestores this year beyond the three thatare under construction,” he said. “If Ican do more, I’ll even do more. It’s agreat time to be building.”#1Survival TipWhat inexpensive stepcan businesses take toattract and retain customers,according to IncrediblePizza’s Scott Axon?Go to sbj.net/d12 for thiseconomic survival tip.Systemwide, including companyowned,company partnership andfranchise stores, Incredible Pizza locationsemploy 2,500 people.As the company grows, it is refiningits concept and creating new revenueopportunities.In 2007 and 2008, Incredible Pizzadevoted significant resources tocustomer research, including focusgroups.“We now know and have empiricalevidence of what Mom wants, whatshe doesn’t want, and we should havedone that from day one,” Axon said.Based on customer input, IncrediblePizza restructured its birthday partiesto include an unlimited games option.As a result, birthdayparty sales increasedby almost 40 percent.According to Axon,Incredible Pizza’s franchisefee is $100,000per territory, with ongoingrevenue royaltiesof 5.5 percent, andthe average budgetneeded to build an IncrediblePizza site in aleased facility is $5.5million.Incredible Pizza alsois tweaking its concept– establishing a new“hometown” model for smaller marketsof as few as 100,000 residents,although the company originally targetedmajor markets with populationsof 750,000 to 1 million.The small-market concept willlaunch this year, and there already ispent up demand: Axon said the companyhas gotten calls from would-befranchisees in smaller markets almostweekly, but until now it didn’t have anoption for them.The company also is launching itsPerformance Enhancement Program,or PEP, that allows family entertainmentbusinesses to benefit from IncrediblePizza’s buying power andeconomies of scale. This cost-savingIncredible Pizza Co. Inc.Address: 2772 S. Campbell Ave., Springfield, MO65807Top Executive: Rick Barsness, owner2008 Revenues: $82.6 million2007–08 Revenue Growth: 29 percentEmployees: 2,500 companywide; 75 localresource is available to family entertainmentbusinesses across the U.S.“For example, we have a PEP inWisconsin, and they were buying theirplush – which is the teddy bears, thegames, the gifts, all that in the back –from the exact same vendor we were,”Axon said.Because of Incredible Pizza’s volume,it can buy plush by the containerload straight from China at substantialsavings. As a result, in Wisconsin,Axon said, “we went in and day one,we cut their plush costs by 25 percenton the same stuff from the sameIncredible Pizza owner RickBarsness, left, and Scott Axon,director of franchise development,are using a small-marketconcept and a group-buyingprogram to continue the company’sgrowth.vendor.”Looking ahead, the biggest challengefor Incredible Pizza is access tocapital, Axon said.“The rules are different. We usedto structure our projects where wecould start building (stores) with verylittle cash injection,” Axon said. Now,the banks want the company to put up25 percent to 33 percent of the moneyon the front end.But challenges aside, the futurelooks bright, Axon said.“It still looks like an unlimited opportunity,”he added.© SBJ photo by AARON SCOTT©2009 Springfield Business Journal

ProfileIncredible Pizza CompanyIncredible Pizza CompanyProfileA FATHER’S ABSENCEAT HIS SON’S HOCKEY GAMESMADE AN IMPACT THATLASTED A LIFETIME.AS A GROWN MAN,THE FORMER HOCKEY PLAYERMADE IT HIS MISSIONTO MAKE SURE FAMILIESTOOK THE TIMETO EAT AND PLAYTOGETHER - AND TURNEDIT INTO A MILLIONDOLLAR IDEA. PAT WHITEMANHAS THE STORY.ICK BARSNESS WAS A PRETTY GOOD HOCKEYplayer when he was a kid. His high school ice hockeyteam made it to the state championship in North Dakota.Unfortunately, his dad never managed to come out to seehim play. Not even once.The trials of his boyhood stuck with Rick, but life went on. Hemarried his wife Cheryl and they became young entrepreneurs inthe pizza business in Victoria, Texas, living out of the back of theirfirst store as it was being built. Yet all the time, Rick had a boyhooddream he’d let dance through his mind from time to time. Hewanted to create a themed restaurant/family entertainment center– a place where families could come together and spend time, eattogether, talk, play games and have fun. The kind of place whereRick wished he could have spent time with his Dad and just hangout. Rick kept working, but that dream was never far from his mind.FIFTIES, FAMILY & FOOD!Over time, the Barsness’ family grew, and so did their business.Then, in 2002, Rick and Cheryl finally built their dream restaurant/familyentertainment center – Springfield, Mo.’s very ownIncredible Pizza Company. Success was instantaneous. By 2003,the company had franchised the concept and opened a Tulsa,Okla. location as well as a Warr Acres, Okla. location. Today, thecompany has more than 50 franchises in the works and its originalgoal to sell 100 franchises in the next five years now seems all tooconservative. Recently, the International Association of AmusementParks and Attractions (IAAPA) and its 5,000 members selectedIncredible Pizza Company as one of the top five family entertainmentcenters in the world.FOOD&DRINK QUARTERLYFOOD&DRINK QUARTERLY

Incredible Pizza CompanyProfile• Quality Amusement and Vending Equipment• Superior Service• Quality Parts• Financing Available• Consulting, Planning, and Layout Design• Expert Installation Assistance• Advanced Replacement of Electronic ComponentsContinuing Support Long After the Sale!Stay connected!Receive your copy of “The Brady Connection”Call Robin Stancil 704-357-6284 x1110Proud Partner ofAmerica’s Incredible Pizza Company.We wish you much continued success!Charlotte, NC Memphis, TN704-357-6284 901-345-7811Orlando, FL Miramar, FL407-872-1666 954-874-1100Serving You Since 1944Pictured above:The outside of moststores are painted abright blue, andresemble a hugejukebox;right: Tiny Town iscreated especiallyfor children undersix years old withpint-sized, kid-safeattractions.So what exactly is Incredible Pizza Company all about? Well, itmay seem like more fluff than substance as you enter one of thesefun and food centers, but don’t be fooled. Incredible PizzaCompany is a well-honed concept backed by a team of dedicatedprofessionals, a set of tested systems, automated machinery, anda ton of ingenuity.From the ‘50s music in the parking lot to the classic ’57 Chevyjust inside the doors, America's Incredible Pizza Company is a familyentertainment extravaganza. In an average area of about 65,000to 70,000 square feet (the size of your average Target or K-martstore) Incredible Pizza Company includes an all-you-can-eat highquality food buffet, themed dining areas, private party rooms anda fairgrounds fun center loaded with games, rides and attractionsfor family members of all ages.Guests can choose from a buffet where items are prepared freshdaily. There are two pizza bars, pasta, baked potatoes, soup, an80-item salad bar, and desserts. Guests also have their choice offour different eating environments: a Route 66 ‘50s-style Diner, aOur Services Include:Security Alarm SystemsFire Alarm Systems •Telephone SystemsData Cabling • Surveillance SystemsAccess Control SystemsCONGRATULATIONSAMERICA’S INCREDIBLE PIZZA,we wish you many more years of success!CALL TODAYfor more information918-663-5838Reprinted from Copyright © Food&Drink Quarterly, 2006 Positive Publications, LLC.FOOD&DRINK QUARTERLY

Incredible Pizza CompanyProfile‘50s style Gymnasium, the Starlight Drive-In Movie Theater, or the‘50s Family Room.Then, it’s off to the fairgrounds! Incredible Pizza Company’s kidsafechildren’s play area is constantly monitored by team members.Complex rides like go-karts, bumper cars, a historic Route66 mini-golf course and more than 100 interactive video andredemption games are included. All are rated “G” for good, cleanentertainment. The entire complex is all indoors in a smoke-andalcohol-freeenvironment.“We appeal to busy working families who need a one stop,affordable, safe and fun place to take the family,” says LeighChoate, Vice President of Marketing for Incredible Pizza Company.“Moms like our salad bar and the safe environment we offer. Dadslove our food and the kids love everything else!” Incredible PizzaCompany currently has six stores on the ground. In addition to itsSpringfield, Tulsa and Warr Acres stores, there are other locationsin Conroe, Houston and Sugar Land, Texas. Its corporate headquartersare located in Tulsa.PROTECTING THE BRANDWith an idea this good, you’d think thefolks at Incredible Pizza Company mightbe ready to barrel into market after marketPictured from top: Bumper cars offer fun forall ages;go-kart-lovers race 10 laps around the ovaltrack, and the first place winner gets a ribbon;Route 66 Mini Bowling is found in most stores,perfect for kids of all ages.Reprinted from Copyright © Food&Drink Quarterly, 2006 Positive Publications, LLC.FOOD&DRINK QUARTERLY

ProfileIncredible Pizza CompanyIncredible Pizza CompanyProfileFrom redemption to incentive merchandise, we’ll helpyou find exactly what you need to help your businessgrow one smile at a time!Our savvy representatives are readily available to answerany questions you may have or help set up yourcustomized online account.www.redemption-plus.comcheck out our complete line of redemption merchandise,from penny novelties to high-end electronics, plus our craneand merchandiser kits and a full line of party goods. We notonly offer the newest and trendiest merchandise, but alsoprovide the latest in technology.9829 Commerce ParkwayLenexa, KS 66219email us at info@redemption-plus.com orcall toll free 888-564-7587and pocket the profits. No way. “We’re very cautious about howwe are implementing our stores,” says Larry Abbe, president ofIncredible Pizza Company. “We do a great deal of research beforegoing into markets. We don’t want to blast markets and burn up ina couple years. We want long-term success and long-term successfor our franchisees.”Abbe is keeper of the Incredible Pizza Company brand and along-time friend and colleague of Rick Barsness. “Rick’s the visionary,I’m the ‘get it done’ guy. I like that role. Our brand is uniquein that we incorporate our corporate culture into our brand. We definitelyhave core values. We want to deliver world-class familyentertainment and we’re passionate about what we do. We havesome very good systems in place and it’s the integrity of those systemsthat makes it all work. But, we’re certainly not afraid tochange if we need to. We just always go back to those core valuesand questions before we make a decision on anything. If theydon’t fit into the core values, we don’t do it.”INCREDIBLE GROWTHWith six Incredible Pizza Company stores slated for opening in2006, one of the busiest employees in the company is its franchiseguru, Scott Axon. “I’d like to tell you we have an exclusivemarketing strategy in place for our success so far, but lately it’sjust been Rick and I returningphone calls. We’ve never done anyexposure or advertising. The moreand more we open stores, theword just gets out and the phonesstart to ring.”While two new Incredible Pizzastores are under construction inVictoria and San Antonio, Texas,Scott is looking into the details ofsecondary market demographics.“We’ve been opening in predominantlymetropolitan areas but it’sdifficult to go into an area of70,000 people with a 65,000square foot facility and succeed.So we see our role as a franchiseras the visionary or test market. It’sour job to prove the concept with our own money and once it’sproven, then we offer it to our franchisees. We’re very sensitive tothis issue. It’s their money and one of the things people look for ina franchise is reduced risk.”Risk, indeed. Incredible Pizza Company is not your average franchise.It takes a $5 - $9 million investment to build a store, whichconsists of 250 employees, three distinct business units, a gameroom, food service areas, attractions and a highly automated,complex environment. “You can have the best franchise in theworld, but if its hard to replicate it’s not going to work. We have acomplex operation, but we’ve made it easy to implement by simplifyingour systems,” says Axon.Despite the high price tag, the phones keep ringing at IncrediblePizza Company and more is on tap for the coming year. Accordingto Vice President of Marketing, Leigh Choate the company has avariety of specialty marketing programs in place such as birthdayPictured from top: Birthday parties are truly memorable at IncrediblePizza Company;Incredible not-just-Pizza! Pasta, soup and salads, plus baked potatoes anddesserts – all made fresh every day;salad bars in all stores feature 80+ items.FOOD&DRINK QUARTERLYReprinted from Copyright © Food&Drink Quarterly, 2006 Positive Publications, LLC.Reprinted from Copyright © Food&Drink Quarterly, 2006 Positive Publications, LLC.FOOD&DRINK QUARTERLY

ProfileIncredible Pizza CompanyIncredible Pizza CompanyProfileDOES YOUR COMPANY HAVE AVOICE BRAND?Sound Advice, theofficial provider ofaudio marketingservices forAmerica’sIncredible Pizza.Call us today at 866.511.7411for a free information packVOICE BRAND YOUR PHONE• On Hold Music & Messages • IVR Greetings• ACD Messages • Corporate Cell Phone Ring Tones• Secret Shopper / Phone SurveysNotice the quality right away. No matter the size of your project, youraudio will be delivered flawlessly… and on time!parties, corporate teambuilding events, seniors’ events andteenage prom and grad nights. Incredible Pizza Company isalways testing new games and activities for its fairgrounds area.Paintball and extreme sports like rope courses and rock climbingare currently being tested for possible inclusion in future stores.Pictured above: From the time guests walk in, they get energy from the brightcolors, neon and bee-bopping ‘50s music. This is the lobby of the Springfield,Mo. location;right: Tulsa’s Incredible Pizza Company was named one of the top fiveFamily Entertainment Centers in the World, by industry organization,International Association of Amusement Parks and Attractions (IAAPA).Here, founders Rick and Cheryl Barsness display the award in the Tulsastore, in front of the ’57 Chevy.Incredible Pizza.Incredible Go-Karts.CONGRATULATIONSON ANOTHERSUCCESSFULSTORE OPENING.Call us today for an incrediblego-kart experience at your facility.800-873-0291Headquarters: 201Highway P, Jackson , WI 53037(262) 677-6060 • (800) 221-7625 • FX (262) 677-6020Southern Office: 8010 Sunport Dr. Ste. 118 Orlando, FL 32809(407) 816-2110 • (800) 778-0071 • FX (407) 816-2113Western Office: 600 First Ave. Ste 214A Seattle, WA 98104(206) 223-5777 • (888) 567-2678 • FX (206) 223-0566http://golf.costofwisconsin.com58000 Derhammer Pkwy. • Paw Paw, MI 49079 • P.O. Box 217Ph: 269-657-7997 • Fx: 296-655-9779sales@formulak.com • www.formulak.comGo-Karts • Parts & Tires • Track Design & Contruction • ConsultingFOOD&DRINK QUARTERLYReprinted from Copyright © Food&Drink Quarterly, 2006 Positive Publications, LLC.Reprinted from Copyright © Food&Drink Quarterly, 2006 Positive Publications, LLC.FOOD&DRINK QUARTERLY

❖ FEATURE Il Pizzaiolo: America’s Incredible Pizza CompanyThat’sINCREDIBLE!Gaming concept pairs pizza, big funStory by Mandy Wolf DetwilerPhotos Josh KeownHere at Pizza Today, we’ve had a lot ofgreat work trips that allow us to mixbusiness and pleasure. Rarely, however,have we had as much fun as when BradEdwards, managing partner of America’sIncredible Pizza Company in Tulsa, Oklahoma,handed us two of its signaturegame cards and turned us loose in the68,600-square-foot pizzeria and game room.Art director Josh Keown and I looked ateach other and it was ON!And there was plenty of fun to be had. Thisconcept pairs a buffet with themed dining roomsadjacent to an amusement center. In all, mostof the 18 AIPC locations average about 40- to 50,000square feet. The Tulsa location is its largest –– it’s here84 Pizza Today www.pizzatoday.com FEBRUARY 2010

that the company focuses its training efforts.“For the size we are, and the location wehave, we’re kind of like Tulsa’s Disney World,”Edwards says.Former Gatti’s Pizza franchisees Rick andCheryl Barsness founded the company inSpringfield, Missouri in 2002. Today, there are18 AIPC units in the US and Mexico. Edwardssays the Tulsa store averages more than $7 millionin sales annually with most of the storesoperating autonomously. Of the 18 existingstores, five are company-owned. Sales company-wideweigh in at more than $60 million.The 1950s themed dining rooms –– adarkened drive-in theater design, a highschool gym, a retro diner and a homeyfamily room –– all feature movie screensor televisions showing family entertainment.(There are also 10 party rooms available.) Eachstore also features a 1957 Chevy as an addedeffect.On the afternoon Pizza Today visited, we sawnot only kids dining with their parents, butalso a group of construction workers, a team ofoffice professionals on their lunch break and anelderly couple enjoying the buffet. With sucha varied clientele, the buffet goes beyond pizzato include a salad bar, a pasta bar and homestylefavorites like mashed potatoes, hot dogsand even enchiladas. The result? On a busySaturday in January or February, they’re apt todo in one day what its competition average in amonth. “I’ve had to hold the lines on Saturdaysand not let anybody else in,” Edwards says.“I’ve been in the restaurant business all mylife and to go from a day like this, where I’mlucky to do $5,000 –– which to most restaurantsis probably really good –– to having aSaturday where I might do $40- to $60,000,those are extremes.”Edwards is quick to point out that “we’re nota kids’ hangout,” he says. “Just like our mottosays, we’re about family and friends. We bringfamily and friends back together.”To increase traffic during slow periods, therestaurants don’t always require purchase of thebuffet, requiring non-diners to wear the bandsand hold keys or an ID as collateral. To receivetheir item back, they have to have the wristbandintact.Still, specials increase dine-in, though eachstore differs. For example, “Thursdays, if youbuy the buffet and put $25 on the card, we’lldouble it and make it a $50 card,” Edwardsexplains. “Sunday evening used to be very slowfor us, so after 4 p.m., if you buy a $5 card, itgets you unlimited attractions until we close.”’Many of the specials are available via e-mailFEBRUARY 2010 Pizza Today 85

marketing, and the company hasrecently increased its social mediapresence as well. In new markets,AIPC does some television advertising.“We focus on word of mouthand we focus on our e-blasts,”Edwards says.With so much going onin-house, it’s easy for the foodquality to get lost amidst theneon lights and ringing bells.How important is food quality?“No offense to Chuck E. Cheese–– a lot of people take their five andunder there, but they’re not goingthere for the pizza. They’re goingthere for the birthday parties and thegames. A lot of people qualify us to belike a CiCi’s Pizza, a Chuck E. Cheese–– they think we’re the same thing.Then all of a sudden they come hereand they say, ‘Wow! I didn’t realize theyhad such good food.“Originally, we didn’t have all ofwhat we call the pizzazz –– from thehot dogs, to the taco bar to the greenbeans, the corn, the homemade mashedpotatoes. We didn’t have all that, butwe started adding it. … Rick (Barsness)and the founders were very big on thequality of food. They thought that wasvery important. That’s what’s going toget a family in, too. If Dad has to go toa party, he at least wants to eat somethingthat’s good.”The pizza buffet covers the gamutof offerings, from the kid-friendlyplain cheese to jalapeños and heartymeats.Baked goods, such as the company’ssignature cinnamon rolls andcookies, are made in-house, as isits pizza dough, bread pudding andsoups. (They used to make pizzasauce in-house as well but nowhave a vendor create its proprietaryrecipe.) Employees are trained towork at various stations, with theopportunity to move up over time.“On a Saturday, I can guaranteenobody puts out more food than wedo,” Edwards says.Aside from the dining portion ofthe restaurant, the game room isits biggest draw. Sure there are arcadeand redemption games, but AIPC takesit further with an XD Theater (a 3-Dmotion ride), a bowling alley, miniaturegolf, bumper cars and its biggest attrac-FEBRUARY 2010 www.pizzatoday.com Pizza Today 87

tion –– go-karts.“To me, what makes us betterthan other family entertainmentcenters is that we have high standards,”Edwards says. “We havehigh standards in our food (and)we have high standards to ourcleanliness. We have high standardsin keeping our games up. We havea tech who works here in the storejust like a manager and if I havemore than two games down, I havea problem. The same applies to mygo-karts.”It’s a continual circuit for themanagers walking the floor whoare looking for problems. Manytimes, says Edwards, it’s as simpleas consumers not understandinghow to use the attractions’ gamecards. Each of the games and attractionsoperate using the cards andhave variable prices ranging from35 cents to $4.50 for the go-karts,which is AIPC’s top seller. (Secondis the Big Bass Wheel –– diners spina wheel much like that on “ThePrice is Right” and receive redemptiontickets according to their winningspin.)AIPC’s game cards are reloadable(and stations in the game roommake that a breeze). Collectionstations near the exits encouragerecycling.Current expansion plans arevaried. They’ve looked at propertyin Davenport, Iowa, as wellas Utah. “I just got a call from oneof my VPs and they’re bringing in apotential franchisee from Australia,”Edwards says. One unit is locatedin Mexico, with more planned inthe future.“Rick and Cheryl are real goodat picking the right location,” saysEdwards, who says that his store islocated at the busiest intersectionin town. He adds that the companyis open-minded enough to all themto fit operations to their own needsand communities.“Rick is very much the visionand the dream of our concept,”Edwards says. “He has an immensepassion, and it’s very contagious. Tobe honest with you, to work withus, I think you have to have a lot ofpassion. A lot is expected of you. …I’d have a hard time investing $6 to$8 million of my own money andnot be in my own store every day.”The managing partners act asdistrict managers of their ownstores, overseeing salaried directorsin the game room, the kitchenand the front of the house (somelocations include a party director aswell). Those are backed by teams ofhourly assistant managers. Edwardsstarted as a game room managerand within two years was a managingpartner of his own store. He hasa 22-year-old assistant director whocame on as a busboy and is beinggroomed for his own store in thefuture.“If you have the opportunity torelocate,” Edwards says, “theopportunity is there.” ❖Mandy Wolf Detwiler is managing editor atPizza Today.FEBRUARY 2010 www.pizzatoday.com Pizza Today 89

Incredible Pizza Franchise Group, LLC (IPFG)REQUEST FOR CONSIDERATIONTO BECOME A FRANCHISEEThank you for your interest in Incredible Pizza Company. Please complete the following application Application ProcessAs a prospective franchisee, please complete this franchise application and then we will set an appointment tointerview with our Franchise Representatives at Incredible Pizza Company in Springfield, Missouri. Application submitted by prospective franchiseeAll candidates and partners will submit a completed application to be considered. Financial ApprovalIPFG evaluates each application to ascertain a candidate’s financial ability to successfully capitalize anIncredible Pizza Family Entertainment Center (“IPFEC”). We will accept a pre-printed personalfinancial statement if you have a current one prepared. Please note (ALL APPLICANTS MUST FILLOUT OR PROVIDE THE FINANCIAL STATEMENT BEFORE BEING CONSIDERED)!Introductory CallOnce approved, candidates will then receive an introductory call from Incredible Pizza Companydetailing the basic information about franchising opportunities. In addition, you will receive a copy ofthe Incredible Pizza Franchise Group Franchise Disclosure Document (“FDD”).Detailed CallAfter a few days you will receive a call where all other questions may be addressed. When yourquestions have been answered, we will make arrangements with you to schedule a one-day trip toIncredible Pizza Company in Springfield, Missouri to begin to gain an understanding what is involved inowning an Incredible Pizza Family Entertainment Center Franchise. Candidates meet withrepresentatives of the Franchise Operations to discuss facility management, construction management,personnel, training requirements, development goals and objectives. Development ProcessFranchise Agreement Signed and Franchise Fee PaidSite Development Form CompletedIPFG will make arrangements to visit your site and decide if it is acceptable for an IPFECSite Approved and Financing SecuredIf your site is approved, the next step is to sign a Management Agreement, Project ConsultingAgreement and pay the appropriate fees listed in the FDD that pertains to these two agreements.Construction BeginsFamily Entertainment Center Approved to OpenPre-opening partiesOpening DayFor additional information regarding this application, please call 417.890-1408 extension14 or send an email to franchiseinfo@incrediblepizza.com.Incredible Pizza Company Family Entertainment Centers require a significant amount of capital tobuild. All applicants must meet or exceed a minimum net worth requirement of $1.5 million($1,500,000.00) and have liquid assets of $500,000. The cost to build is much more than this;however there are SBA loans etc. that you may qualify for.IPFG Franchise Application Page 1of 6 APRIL 2009

APPLICATION FOR AN INCREDIBLE PIZZA FAMILY ENTERTAINMENT CENTERFRANCHISEPersonal DataFull NameSocial Security No.(Last) (Middle) (First)Primary Residence AddressCity State ZipTelephone no.: Residence ( ) Daytime (if different) ( )If, the daytime phone no. is your work no., may we contact you at work? Y / NDriver’s License No.:Date of birthFax #: (_______________________________)Country of CitizenshipState:Marital statusName of SpouseSocial Security No.(Last) (Middle) (First)Occupation of Spouse Length of employment IncomeHome: Own Rent Name & Phone no. of LandlordLength of occupancyLast former residence(if less five years at current address)Own Rent Length of occupancyEducation: Degree or Last year of school completedName of college____________________________________________________________Employment BackgroundList employment history for the past ten years, beginning with the most current:(PLEASE ATTACH PERSONAL RESUME)Dates Company Name & Address Title Annual IncometototototoCurrent Business Affiliations other than occupation (owner, partner, officer, etc.)IPFG Franchise Application Page 2of 6 APRIL 2009

Company DataCompany NameFederal ID No.(As shown on tax return fillings)Primary AddressCity State ZipTelephone no.: ( ) Fax #: (______________________________)Date of IncorporationStateIncorporated InName of Officer (1)Title:(Last) (First) (Middle)Social Security No.Name of Officer (2)Title:(Last) (First) (Middle)Social Security No.Please indicate the primary business of your company:Other Background InformationHave you and/or any applicable partners, officers, directors, or shareholders within your business or personal affiliations ever:a) had any administrative, criminal, or civil action alleging a violation of any franchise law, fraud, embezzlement, fraudulent conversion, restraint oftrade, unfair or deceptive practices, misappropriation of property, or comparable allegations?Y / Nb) been convicted of a felony or pleaded nolo contendere to a felony charge or been held liable in a civil action by final judgment or been the subjectof a material complaint or other legal proceeding if such felony, civil action, complaint, fraud, embezzlement, fraudulent conversion, restraint oftrade, unfair or deceptive practices, misappropriation of property, or comparable allegations?Y / Nc) been adjudged bankrupt or reorganized due to insolvency?Y / NIf yes to any of the above three, please explainIPFG Franchise Application Page 3of 6 APRIL 2009

Franchise InformationLocation preferences:1st2nd3rd4rdSize Concept Desired: 90,000 to 60,000 Sq Ft ____ 60,000 to 40,000 Sq, Ft. ____ 40,000 to 20,000.00 Sq. Ft ____ 20,000 to 15,000 Sq ___.Do you currently own/operate any other franchises? Y / NIf yes, please indicate franchise name(s), location(s) and type of business(es)How will you finance this franchise investment?Please indicate proposed management structure and names of individuals responsible for the development and finance of an Incredible Pizza CompanyFranchise:All information contained herein is confidential and is strictly for the purpose of facilitating the IPFG franchise application process.All applicants will receive consideration without regard to race, color, religion, sex or national origin.The submission of this application does not obligate either the applicant or IPFG in any manner, nor does it imply that there is any legal or commercialrelationship between either party. IPFG reserves the sole right to approve or disapprove the Application for any reason it may determine, and in theevent that IPFG disapproves the Application, it shall have no liability to the undersigned. It is merely a preliminary procedure.Acknowledgment is made that the information supplied by me is true and correct. I hereby authorize Incredible PizzaFranchise Group, LLC. to obtain any information about my credit history or other information that it deems appropriate toevaluate my suitability as a potential Incredible Pizza Company Franchisee.SignatureDateThe application must be completed in its entirety with the following attached for franchise consideration:a) Resume(s) which details background, work experience and other pertinent affiliations for the above mentioned individual(s).Return Application and required attachments to:Incredible Pizza Franchise Group, LLC2772 South Campbell AveSpringfield, MO 65807Phone 417.890.1408 Ext. 14Fax to 417.890.1635Email to franchiseinfo@incrediblepizza.comIPFG Franchise Application Page 4of 6 APRIL 2009

Corporate Name:___________________________________________________________________________________Address:__________________________________________________________________________________________City _______________________________________________ State __________________ Zip __________________CORPORATE, PARTNERSHIP, LP, LLP OR LLC FINANCIAL STATEMENTIf you will be purchasing an Incredible Pizza Company franchise as an individual, please complete the financial information requested below. If you willbe purchasing an Incredible Pizza Company franchise as part of a Limited Partnership (LP or LLP), Limited Liability Company (LLC), Subchapter SCorporation (S Corp) or Corporation (C Corp), please provide the most recent balance sheet and income statement for your organization. In someinstances both personal and corporate financial statements are required. All Franchise Agreements must be signed individually and corporately.PERSONAL FINANCIAL STATEMENT(A separate financial statement can be attached in place of this statement)ASSETSLIABILITIES AND NET WORTHCash on Hand and in Banks (Schedule 1) $ Notes Payable to Banks-Unsecured (Schedule 1) $US Government Securities (Schedule 2) $ Notes Payable to Banks-Secured (Schedule 1) $Trade Accounts and Loans Receivable (Schedule 3) $ Notes, Loans and Advances Payable to Relatives $Non-Trade Accounts and Loans ReceivableNotes, Loans and Advances Payable to Others $(Schedule 3) $Notes Receivable-Secured (Schedule 3) $ Contract Accounts Unpaid $Notes Receivable-Unsecured (Schedule 3) $ Interest and Rents Payable $Life Insurance, Cash Surrender Value (Schedule 4) $ Loans Against Life Insurance (Schedule 4) $Stocks and Bonds-Marketable andAccounts Payable $Non-Marketable (Schedule 5) $Real Estate (Schedule 6) $ Taxes and Assessments Payable (Schedule 6) $Automobiles-Market Value-Registered inMortgages Payable on Real Estate (Schedule 6) $Own Name Number of Vehicles $Other Assets, Property or Investments (Itemize) $ Brokers’ Margin Accounts (Schedule 5) $$ Liens on Real Estate (Schedule 6) $$ Federal and State Taxes on Current Income $$ Other Indebtedness (Itemize) $$ $$ $$ $$ $$ $$ Total Liabilities $$ Net Worth $Total Assets $ Total Liabilities and Net Worth $ANNUAL SOURCE OF INCOMECONTINGENT LIABILITIESSalary and/or Fees $ Guarantor Obligations $Bonus and Commissions $ Legal Claims $Dividends and Interest $ Endorser or Co-Maker Obligations $Real Estate Income $ Leases or Contracts $Business, Profession or Royalty Income $ Liens or Special Debt $Other Income (Itemize) $ Provision for Federal or Other Taxes $$ Other Liabilities (Alimony, Child Support,Maintenance, etc.) (Itemize) $$ $Total $ Total $IPFG Franchise Application Page 5of 6 APRIL 2009

Schedule 1 — Banking RelationsName and Locationof BankCashBalanceOutstanding Loans,GuaranteesMaturity ofLoanDescription ofSecuritySchedule 2 — Government SecuritiesDescription ofSecurityMarketValueFaceValueMaturityDateIncome ReceivedLast YearAre SecuritiesPledged?Schedule 3 — Accounts, Loans and Notes Receivable - Secured and UnsecuredName ofDebtorMaturityDateFaceValueMonthly InstallmentPaymentsBalanceDueDescription of SecuritySchedule 4 — Life InsuranceInsuranceCompanyBeneficiary andRelationshipType ofPolicyFaceAmountPresent CashSurrender ValueAmount of PolicyLoanAnnualPremiumIs PolicyAssigned?Schedule 5 — Stocks and BondsName ofStock/BondNumber ofShares/BondsFace Value ofBondsCostMarketValueIncome ReceivedLast YearAre Shares/Bonds Pledged?Schedule 6 — Real EstateAddressTitle inWhose Name(s)CostMarketValueBalance onMortgageDate ofMaturityInstallmentAmountUse an additional Information Sheet if you need more space.IPFG Franchise Application Page 6of 6 APRIL 2009