**Exhibit
      10.22**




**AMENDMENT
      NO. 1 TO**




**PLACEMENT
      AGENCY AGREEMENT**




THIS
      AMENDMENT, effective as of February 14, 2008 (this “ **Amendment** ”),
      between UFood Restaurant Group, Inc. (the “ **Company** ”),
      KnowFat Franchise Company, Inc. (“ **KnowFat** ”)
      and
      Spencer Trask Ventures, Inc. (the “ **Placement
      Agent** ”).





**WITNESSETH**




WHEREAS,
      the parties hereto have entered into a Placement Agency Agreement, dated October
      17, 2007 (the “ **Agreement** ”)
      with
      respect to a private placement of units consisting of common stock and warrants
      of the Company;




WHEREAS,
      a total of four (4) closings have been held pursuant to the Placement Agency
      Agreement with gross proceeds of $8,950,000 being raised to date;




WHEREAS,
      the Company, KnowFat and the Placement Agent wish to amend the Agreement on
      the
      terms set forth herein.




NOW,
      THEREFORE, the parties hereto, in consideration of the mutual promises herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement
      as follows:




1 1.  Definitions;
      References; Continuation of Agreement .
      Unless
      otherwise specified herein, each term used herein that is defined in the
      Agreement shall have the meaning assigned to such term in the Agreement. Each
      reference to “hereof,” “hereto,” “hereunder,” “herein” and “hereby” and each
      other similar reference, and each reference to “this Agreement” and each other
      similar reference, contained in the Agreement shall from and after the date
      hereof refer to the Agreement as amended hereby. Except as amended hereby,
      all
      terms and provisions of the Agreement shall continue unmodified and remain
      in
      full force and effect.




2.  Amendment .
      The
      third paragraph of the Agreement is hereby amended by deleting the last two
      sentences of such paragraph in their entirety and replacing them with the
      following:




“The
      Units will be offered until the earlier of the time that all Units offered
      in
      the Offering are sold or December 31, 2007 (“ **Initial
      Offering Period** ”),
      which
      date may be extended by Pubco and the Placement Agent until March 31, 2008
      (this
      additional period and the Initial Offering Period shall be referred to as the
      “ **Offering
      Period** ”).
      The
      date on which the Offering is terminated shall be referred to as the
“ **Termination
      Date** .”




3.  Except
      as
      expressly amended hereby, the Agreement remains unchanged and in full force
      and
      effect.




4.  This
      Amendment may be executed in counterparts and each of such counterparts shall
      for all purposes be deemed to be an original, and such counterparts shall
      together constitute one and the same instrument.




[Remainder
      of page intentionally left blank]







IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed effective on the date first above written.




UFOOD
                RESTAURANT GROUP, INC.By:
            /s/
                George A. NaddaffGeorge A. NaddaffChief Executive OfficerKNOWFAT
                FRANCHISE COMPANY, INC.By:
            /s/
                George A. NaddaffGeorge A. NaddaffChief Executive OfficerSPENCER
                TRASK VENTURES, INC.By:
            /s/
                William P. DioguardiWilliam P. DioguardiPresident





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