<PAGE>

                      PRO FORMA UNAUDITED CONDENSED CONSOLIDATED
                        FINANCIAL STATEMENTS OF CIATTI'S, INC.
                                           


In September 1997, the Company sold three of its full-service restaurants and 
entered into an agreement to sell a fourth restaurant.  The restaurants that 
were sold were located in Burnsville, Falcon Heights and Woodbury, Minnesota, 
and the restaurant that the Company entered into an agreement to sell is 
located in St. Cloud, Minnesota.  The unaudited pro forma condensed 
consolidated financial statements reflect the completed transactions for the 
sale of three restaurants.  On a pro forma basis, the sale of these 
restaurants generated cash proceeds of $844,775 and five-year 10.5% notes 
receivable for $133,580.

The following unaudited pro forma condensed consolidated financial statements 
set forth, for the periods and at the dates indicated, summarized unaudited 
pro forma condensed consolidated financial information for Ciatti's, Inc.  
This information is derived from the historical consolidated financial 
statements and notes thereto and reflects (a) the condensed consolidated 
balance sheet as of June 29, 1997 as if the sale had occurred on June 29, 
1997 and (b) the condensed consolidated results of operations for the 
fifty-two weeks ended June 29, 1997 as if the sale had occurred on June 30, 
1996.

The pro forma condensed consolidated financial statements reflect the 
recognition of the estimated effect of the sale of the three full-service 
restaurants.  The net gain on the sale of certain assets related to these 
restaurants is not reflected in the unaudited pro forma condensed 
consolidated statement of operations for the fifty-two weeks ended June 29, 
1997.  In addition, in accordance with the rules and regulations of the 
Securities and Exchange Commission, interest income on the cash proceeds from 
the sale of the full-service restaurants has not been reflected in the 
unaudited pro forma condensed consolidated statement of operations for the 
fifty-two weeks ended June 29, 1997.

Assumptions underlying the pro forma adjustments are described in the 
accompanying notes which should be read in conjunction with the unaudited pro 
forma condensed consolidated financial statements.  These financial 
statements should also be read in conjunction with the historical financial 
statements of Ciatti's, Inc. and notes thereto.  Actual adjustments may 
differ from the pro forma adjustments presented herein.  The pro forma 
financial statements do not purport to be indicative of the actual results of 
operations which would have occurred had the three full-service restaurants 
been sold as of June 30, 1996 or the future results of operations which may 
be obtained. 


<PAGE>

                             CIATTI'S, INC. AND SUBSIDIARY
                                           
                    PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                     (UNAUDITED)
                                           
                                    JUNE 29, 1997



<TABLE>
<CAPTION>
                                                                 Pro Forma Adjustments
                                                             ----------------------------
                                                             Sale of Three
                                                              Full-Service                                 
    ASSETS                                    Historical     Restaurants (a)    Other (b)    Pro Forma
                                             ------------    ---------------    ---------    ----------
<S>                                           <C>                   <C>          <C>        <C>        
CURRENT ASSETS
 Cash and cash equivalents                    $   454,157           $   -        $844,775   $ 1,298,932
 Receivables                                       72,930               -            -           72,930
 Current portion of notes receivable                 --                 -          21,441        21,441
 Inventories                                      146,598             36,440         -          110,158
 Prepaid expenses and other current assets         83,574             16,915         -           66,659
 Assets held for sale                             663,108            479,324         -          183,784
                                                ---------            -------      ------      ---------

      Total current assets                      1,420,367            532,679      866,216     1,753,904

PROPERTY AND EQUIPMENT, net                     3,242,195               -            -        3,242,195

NOTES RECEIVABLE, less current portion               --                 -         112,139       112,139
                                                ---------            -------      ------      ---------
                                              $ 4,662,562           $532,679     $978,355   $ 5,108,238
                                                ---------            -------      ------      ---------
                                                ---------            -------      ------      ---------
  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
 Current maturities of long-term obligations  $   879,807           $   -        $   -      $   879,807
 Accounts payable                               1,369,290               -            -        1,369,290
 Accrued liabilities                            1,042,889               -            -        1,042,889
                                                ---------            -------      ------      ---------

      Total current liabilities                 3,291,986               -            -        3,291,986

LONG-TERM OBLIGATIONS, less current 
 maturities                                       764,467               -            -          764,467

SHAREHOLDERS' EQUITY                                                                               
 Common stock                                       7,428               -            -            7,428
 Additional paid-in capital                     4,335,214               -            -        4,335,214
 Accumulated deficit                           (3,736,533)           532,679      978,355    (3,290,857)
                                                ---------            -------      ------      ---------
                                                  606,109            532,679      978,355     1,051,785
                                                ---------            -------      ------      ---------
                                              $ 4,662,562           $532,679     $978,355   $ 5,108,238
                                                ---------            -------      ------      ---------
                                                ---------            -------      ------      ---------
</TABLE>

Notes:
(a) To eliminate certain assets related to the three full-service restaurants
    included in the consolidated balance sheet of Ciatti's, Inc. as of June 29,
    1997.
(b) To reflect the cash proceeds and the 10.5% five-year notes receivable
    received from the sale of three full-service restaurants.

<PAGE>

                            CIATTI'S, INC. AND SUBSIDIARY
                                           
               PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                     (UNAUDITED)
                                           
                     FOR THE FIFTY-TWO WEEKS ENDED JUNE 29, 1997
                                           



<TABLE>
<CAPTION>
                                                                 Pro Forma Adjustments
                                                             ----------------------------
                                                             Sale of Three
                                                              Full-Service                                 
                                              Historical     Restaurants (a)    Other (b)    Pro Forma
                                             ------------    ---------------    ---------    ----------
<S>                                           <C>                 <C>            <C>        <C>
Sales                                                                                              
 Full-service restaurants                     $15,811,370         $5,024,775     $   -      $10,786,595
 Bagel bakeries                                 1,926,434               -            -        1,926,434
                                               ----------          ---------      -------    ----------

      Total sales                              17,737,804          5,024,775         -       12,713,029

Cost of food and beverage                       5,371,297          1,497,791         -        3,873,506
                                               ----------          ---------      -------    ----------

      Gross profit                             12,366,507          3,526,984         -        8,839,523

Operating expenses
 Labor and benefits                             6,304,321          1,680,574         -        4,623,747
 Direct and occupancy                           6,624,350          1,641,710         -        4,982,640
 General and administrative                     1,304,821            156,392         -        1,148,429
 Write-down of impaired assets                    640,286               -            -          640,286
                                               ----------          ---------      -------    ----------
                                               14,873,778          3,478,676         -       11,395,102
                                               ----------          ---------      -------    ----------

      Earnings (loss) from operations          (2,507,271)            48,308         -       (2,555,579)

Other income (expense)
 Interest expense                                (105,460)              -            -         (105,460)
 Investment income                                 18,097               -          13,014        31,111
 Other, net                                        18,223              4,869         -           13,354
                                               ----------          ---------      -------    ----------
                                                  (69,140)             4,869       13,014       (60,995)
                                               ----------          ---------      -------    ----------

      Earnings (loss) before income taxes      (2,576,411)            53,177       13,014    (2,616,574)

Income tax benefit                                  7,633               -            -            7,633
                                               ----------          ---------      -------    ----------

      Net earnings (loss)                    $ (2,568,778)        $   53,177     $ 13,014   $(2,608,941)
                                               ----------          ---------      -------    ----------
                                               ----------          ---------      -------    ----------

Net earnings (loss) per common share         $      (3.46)        $     0.07     $   0.02   $     (3.51)
                                               ----------          ---------      -------    ----------
                                               ----------          ---------      -------    ----------

Weighted average number of common shares 
 outstanding during the year                      742,819            742,819      742,819       742,819
                                               ----------          ---------      -------    ----------
                                               ----------          ---------      -------    ----------
</TABLE>

Notes:

(a) To reflect the decrease in sales and costs and expenses for the fifty-two
    weeks ended June 29, 1997 related to the operations of the three full-
    service restaurants.

(b) To reflect interest income on the 10.5% five-year notes receivable.