**Exhibit
      10.23**





**SUBSCRIPTION
      AGREEMENT**





UFood
      Restaurant Group, Inc.


12516-52A
      Avenue


Surrey,
      British Columbia V3X 3K3, Canada





Gentlemen:





1.  **Subscription.** The
      undersigned ( or
      any
      beneficial person for whom it is acting) ( the
      “Purchaser” ,
      which
      term for greater certainty shall include any beneficial person for whom it
      is
      acting ),
      intending to be legally bound, hereby irrevocably agrees to purchase from UFood
      Restaurant Group, Inc., a Nevada corporation (the “Company”), the number of
      units (the “Units”) set forth on the signature page hereof at a purchase price
      of $1.00 per Unit. Each Unit consists of one (1) share of Common Stock, par
      value $0.001 per share (the “Common Stock”), and one half of one warrant
      (“Warrants”), with each full warrant entitling the holder to purchase one share
      of Common Stock (each a “Warrant Share”) for a five-year period at an exercise
      price of $1.25 per share. This subscription is submitted to you in accordance
      with and subject to the terms and conditions described in this Subscription
      Agreement and the Confidential Private Placement Memorandum of the Company
      dated
      October 17, 2007, as amended or supplemented from time to time, including all
      attachments, schedules and exhibits thereto (the “Memorandum”), relating to the
      offering (the “Offering”) by the Company of a minimum (the “Minimum Amount”) of
      5.5 million of its Units and a maximum (the “Maximum Amount”) of 8 million of
      its Units (with an over-allotment of 5 million Units).




The
      terms
      of the Offering are more completely described in the Memorandum and such terms
      are incorporated herein in their entirety.





2.  **Payment.** The
      Purchaser encloses herewith a check payable to, or will immediately make a
      wire
      transfer payment to, “Signature Bank, Escrow Agent for UFood Restaurant Group,
      Inc.” in the full amount of the purchase price of the Units being subscribed
      for. Wire transfer instructions are set forth on page 12 hereof under the
      heading “How to subscribe for Units in the private offering of UFood Restaurant
      Group, Inc.” Such funds will be held for the Purchaser's benefit, and will be
      returned promptly, without interest or offset if this Subscription Agreement
      is
      not accepted by the Company, the Offering is terminated pursuant to its terms
      or
      by the Company or Spencer Trask Ventures, Inc. (in its capacity as the
“Placement Agent”), or the Minimum Amount is not sold. Together with a check
      for, or wire transfer of, the full purchase price, the Purchaser is delivering two completed and executed Omnibus Signature Pages to this Subscription Agreement
      and the Registration Rights Agreement, in the form of Annex
      B to the
      Memorandum (the “Registration Rights Agreement”).





3.  **Deposit
      of Funds.** All
      payments made as provided in Section 2 hereof shall be deposited by the
      Placement Agent as soon as practicable with Signature Bank (the “Escrow Agent”),
      in a non-interest-bearing escrow account (the “Escrow Account”) until the
      earliest to occur of (a) the closing of the sale of the Minimum Amount (the
      “First Closing”), (b) the rejection of such subscription, and (c) the
      termination of the Offering by the Company or the Placement Agent. The Company
      and the Placement Agent may continue to offer and sell the Units and conduct
      additional closings (each, a “Closing”) for the sale of additional Units after
      the First Closing and until the termination of the Offering.








4.  **Acceptance
      of Subscription.** The
      Purchaser understands and agrees that the Company in its sole discretion
      reserves the right to accept or reject this or any other subscription for Units,
      in whole or in part, notwithstanding prior receipt by the Purchaser of notice
      of
      acceptance of this subscription. The Company shall have no obligation hereunder
      until the Company shall execute and deliver to the Purchaser an executed copy
      of
      this Subscription Agreement. If this subscription is rejected in whole, or
      the
      offering of Units is terminated or the Minimum Amount is not raised, all funds
      received from the Purchaser will be returned without interest or offset, and
      this Subscription Agreement shall thereafter be of no further force or effect.
      If this subscription is rejected in part, the funds for the rejected portion
      of
      this subscription will be returned without interest or offset, and this
      Subscription Agreement will continue in full force and effect to the extent
      this
      subscription was accepted.





5.  **Representations
      and Warranties.**





The
      Purchaser hereby acknowledges, represents, warrants, and agrees as
      follows:





(a)  None
      of
      the Units, shares of Common Stock, Warrants or Warrant Shares offered pursuant
      to the Memorandum are registered under the Securities Act of 1933, as amended
      (the “Securities Act”), or any state securities laws. The Purchaser understands
      that the offering and sale of the Units is intended to be exempt from
      registration under the Securities Act, by virtue of Section 4(2) thereof and
      the
      provisions of Regulation D (“Regulation
      D”) and/or Regulation S (“Regulation S”) each as promulgated by the United
      States Securities and Exchange Commission (the “SEC”)  thereunder,
      based, in part, upon the representations, warranties and agreements of the
      Purchaser contained in this Subscription Agreement;





(b)  The
      Purchaser and the Purchaser's attorney, accountant, purchaser representative
      and/or tax adviser, if any (collectively, the “Advisers”), have received the
      Memorandum and all other documents requested by the Purchaser, have carefully
      reviewed them and understand the information contained therein;





(c)  Neither
      the SEC nor any state securities commission has approved the Units, any of
      the
      shares of Common Stock, Warrants or Warrant Shares, or passed upon or endorsed
      the merits of the offering of Units or confirmed the accuracy or determined
      the
      adequacy of the Memorandum. The Memorandum has not been reviewed by any federal,
      state or other regulatory authority;





(d)  All
      documents, records, and books pertaining to the investment in the Units
      (including, without limitation, the Memorandum) which have reasonably been
      requested have been made available for inspection by such Purchaser and its
      Advisers, if any;


2





(e)  The
      Purchaser and its Advisers, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf
      of
      the Company concerning the offering of the Units and the business, financial
      condition, results of operations of the Company, and all such questions have
      been answered to the full satisfaction of the Purchaser and its Advisers, if
      any;





(f)  In
      evaluating the suitability of an investment in the Company, the Purchaser has
      not relied upon any representation or information (oral or written) other than
      as stated in the Memorandum;





(g)  The
      Purchaser is unaware of, is in no way relying on, and did not become aware
      of
      the offering of the Units through or as a result of, any form of general
      solicitation or general advertising including, without limitation, any article,
      notice, advertisement or other communication published in any newspaper,
      magazine or similar media or broadcast over television or radio, in connection
      with the offering and sale of the Units and is not subscribing for Units and
      did
      not become aware of the offering of the Units through or as a result of any
      seminar or meeting to which the Purchaser was invited by, or any solicitation
      of
      a subscription by, a person not previously known to the Purchaser in connection
      with investments in securities generally;





(h)  The
      Purchaser has taken no action that would give rise to any claim by any person
      for brokerage commissions, finders' fees or the like relating to this
      Subscription Agreement or the transactions contemplated hereby (other than
      commissions to be paid by the Company to the Placement Agent or as otherwise
      described in the Memorandum) and, in turn, to be paid to its selected
      dealers;





(i)  The
      Purchaser, together with its Advisers, as the case may be, has such knowledge
      and experience in financial, tax, and business matters, and, in particular,
      investments in securities, so as to enable it to utilize the information made
      available to it in connection with the Offering to evaluate the merits and
      risks
      of an investment in the Units and the Company and to make an informed investment
      decision with respect thereto;





(j)  The
      Purchaser is not relying on the Company, the Placement Agent or any of their
      respective employees or agents with respect to the legal, tax, economic and
      related considerations of an investment in the Units, and the Purchaser has
      relied on the advice of, or has consulted with, only its own
      Advisers;





(k)  The
      Purchaser is acquiring the Units solely for such Purchaser's own account for
      investment purposes only and not with a view to or intent of resale or
      distribution thereof, in whole or in part. The Purchaser has no agreement or
      arrangement, formal or informal, with any person to sell or transfer all or
      any
      part of the Units, the shares of Common Stock, the Warrants or the Warrant
      Shares, and the Purchaser has no plans to enter into any such agreement or
      arrangement;





(l)  The
      Purchaser must bear the substantial economic risks of the investment in the
      Units indefinitely because none of the securities included in the Units may
      be
      sold, hypothecated or otherwise disposed of unless subsequently registered
      under
      the Securities Act and applicable state securities laws or an exemption from
      such registration is available (including,
      without limitation, under Regulation S) .
      Legends to
      the
      following effect shall be
      placed on the securities included in the Units to the effect that they have
      not
      been registered under the Securities Act or applicable state securities
      laws:


3


**THE
      SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON THE EXERCISE
      HEREOF] HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER
      HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY
      THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
      ONLY
      IN ACCORDANCE WITH (I) REGULATION S UNDER THE U.S. SECURITIES ACT, IF AVAILABLE,
      (II) AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, IF AVAILABLE,
      OR (III) UNDER AN EFFECTIVE REGISTRATION STATEMENT, AND, IN EACH CASE, IN
      COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES
      ISSUABLE UPON THE EXERCISE HEREOF] MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
      WITH THE SECURITIES ACT.**





Appropriate
      notations will be
      made in the Company's stock books to the
      effect that the securities included in the Units have not been registered under
      the Securities Act or applicable state securities laws . Stop
      transfer instructions will be placed with the transfer agent of the Units.
      The
      Company has agreed that purchasers of the Units will have, with respect to
      the
      shares of Common Stock and the Warrant Shares, the registration rights described
      in the Registration Rights Agreement. Notwithstanding such registration rights,
      there can be no assurance that there will be any market for resale of the Units,
      the Common Stock, the Warrants or the Warrant Shares, nor can there be any
      assurance that such securities will be freely transferable at any time in the
      foreseeable future. In
      addition, the Warrants issued to Purchasers purchasing Units in this offering
      in
      an offshore transaction outside the United States in reliance on Regulation
      S
      will bear an additional restrictive legend to the following effect :





**THIS
      WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A “U.S.
      PERSON” OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING
      SECURITIES HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE
      SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
      REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
      REGULATION S UNDER THE U.S. SECURITIES ACT.**





(m)  The
      Purchaser has adequate means of providing for such Purchaser's current financial
      needs and foreseeable contingencies and has no need for liquidity of its
      investment in the Units for an indefinite period of time;


4





(n)  The
      Purchaser is aware that an investment in the Units involves a number of very
      significant risks and has carefully read and considered the matters set forth
      under the caption “Risk Factors” in the Memorandum, and, in particular,
      acknowledges that the Company has a limited operating history and limited assets
      and is engaged in a highly competitive business;





(o)  The
      Purchaser either:





i)
            meets
                the requirements of at least one of the suitability standards for
                an
                “accredited investor” as that term is defined in Regulation D and as set
                forth on the Accredited Investor Certification contained herein;
                or





ii.)
            is
                not a "U.S. Person" as defined in Regulation S; and specifically
                the
                Purchaser is not (**all
                Purchasers who are not a U.S. Person must*****INITIAL*****this section as indicated to confirm their careful review and
                understanding of this Section 5(o)(ii)**)**Initial
                _______**:


A.
            a
                natural person resident in the United States of America, including
                its
                territories and possessions ("**United
                States**");




B.
            a
                partnership or corporation organized or incorporated under the laws
                of the
                United States;




C.
            an
                estate of which any executor or administrator is a U.S.
                Person;




D.
            a
                trust of which any trustee is a U.S.
                Person;




E.
            an
                agency or branch of a foreign entity located in the United
                States;




F.
            a
                non-discretionary account or similar account (other than an estate
                or
                trust) held by a dealer or other fiduciary for the benefit or account
                of a
                U.S. Person;




G.
            a
                discretionary account or similar account (other than an estate or
                trust)
                held by a dealer or other fiduciary organized, incorporated, or (if
                an
                individual) resident in the United States;
                and




H.
            a
                partnership or corporation: (A) organized or incorporated under the
                laws
                of any foreign jurisdiction; and (B) formed by a U.S. Person principally
                for the purpose of investing in securities not registered under the
                Securities Act, unless it is organized or incorporated, and owned,
                by
                accredited investors (as defined in Rule 501(a) under the Act) who
                are not
                natural persons, estates or trusts.




And,
      in
      addition:




I.
            the
                Purchaser was not offered the Units in the United
                States;




5


J.
            at
                the time the buy-order for the Units was originated, the Purchaser
                was
                outside the United States; and




K.
            the
                Purchaser is purchasing the Units for its own account and not on
                behalf of
                any U.S. Person (as defined in Regulation S) and a sale of the Units
                has
                not been pre-arranged with a purchaser in the United
                States.




(p)  The
      Purchaser (i) if a natural person, represents that the Purchaser has reached
      the
      age of 21 and has full power and authority to execute and deliver this
      Subscription Agreement and all other related agreements or certificates and
      to
      carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
      or limited liability company or partnership, or association, joint stock
      company, trust, unincorporated organization or other entity, represents that
      such entity was not formed for the specific purpose of acquiring the Units,
      such
      entity is duly organized, validly existing and in good standing under the laws
      of the state of its organization, the consummation of the transactions
      contemplated hereby is authorized by, and will not result in a violation of
      state law or its charter or other organizational documents, such entity has
      full
      power and authority to execute and deliver this Subscription Agreement and
      all
      other related agreements or certificates and to carry out the provisions hereof
      and thereof and to purchase and hold the securities constituting the Units,
      the
      execution and delivery of this Subscription Agreement has been duly authorized
      by all necessary action, this Subscription Agreement has been duly executed
      and
      delivered on behalf of such entity and is a legal, valid and binding obligation
      of such entity; or (iii) if executing this Subscription Agreement in a
      representative or fiduciary capacity, represents that it has full power and
      authority to execute and deliver this Subscription Agreement in such capacity
      and on behalf of the subscribing individual, ward, partnership, trust, estate,
      corporation, or limited liability company or partnership, or other entity for
      whom the Purchaser is executing this Subscription Agreement, and such
      individual, partnership, ward, trust, estate, corporation, or limited liability
      company or partnership, or other entity has full right and power to perform
      pursuant to this Subscription Agreement and make an investment in the Company,
      and represents that this Subscription Agreement constitutes a legal, valid
      and
      binding obligation of such entity. The execution and delivery of this
      Subscription Agreement will not violate or be in conflict with any order,
      judgment, injunction, agreement or controlling document to which the Purchaser
      is a party or by which it is bound;





(q)  The
      Purchaser and its Advisers, if any, have had the opportunity to obtain any
      additional information, to the extent the Company had such information in its
      possession or could acquire it without unreasonable effort or expense, necessary
      to verify the accuracy of the information contained in the Memorandum and all
      documents received or reviewed in connection with the purchase of the Units
      and
      have had the opportunity to have representatives of the Company provide them
      with such additional information regarding the terms and conditions of this
      particular investment and the financial condition, results of operations,
      business of the Company deemed relevant by the Purchaser or the Advisers, if
      any, and all such requested information, to the extent the Company had such
      information in its possession or could acquire it without unreasonable effort
      or
      expense, has been provided to the full satisfaction of the Purchaser and its
      Advisers, if any;


6





(r)  Any
      information which the Purchaser has heretofore furnished or is furnishing
      herewith the Company or the Placement Agent is complete and accurate and may
      be
      relied upon by the Company and the Placement Agent in determining the
      availability of an exemption from registration under federal and state
      securities laws in connection with the offering of securities as described
      in
      the Memorandum. The Purchaser further represents and warrants that it will
      notify and supply corrective information to the Company and the Placement Agent
      immediately upon the occurrence of any change therein occurring prior to the
      Company's issuance of the securities contained in the Units;





(s)  The
      Purchaser has significant prior investment experience, including investment
      in
      non-listed and non-registered securities. The Purchaser is knowledgeable about
      investment considerations in development-stage companies with limited operating
      histories. The Purchaser has a sufficient net worth to sustain a loss of its
      entire investment in the Company in the event such a loss should occur. The
      Purchaser's overall commitment to investments which are not readily marketable
      is not excessive in view of the Purchaser’s net worth and financial
      circumstances and the purchase of the Units will not cause such commitment
      to
      become excessive. The investment is a suitable one for the
      Purchaser;





(t)  The
      Purchaser is satisfied that the Purchaser has received adequate information
      with
      respect to all matters which it or its Advisers, if any, consider material
      to
      its decision to make this investment;





(u)  The
      Purchaser acknowledges that any estimates or forward-looking statements or
      projections included in the Memorandum were prepared by the Company in good
      faith but that the attainment of any such projections, estimates or
      forward-looking statements cannot be guaranteed by the Company and should not
      be
      relied upon;





(v)  No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Purchaser or its Advisers, if any, in connection with the
      Offering which are in any way inconsistent with the information contained in
      the
      Memorandum;





(w)  Within
      five (5) days after receipt of a request from the Company or the Placement
      Agent, the Purchaser will provide such information and deliver such documents
      as
      may reasonably be necessary to comply with any and all laws and ordinances
      to
      which the Company or the Placement Agent is subject;





(x)  The
      Purchaser's substantive relationship with the Placement Agent or subagent
      through which the Purchaser is subscribing for Units predates the Placement
      Agent's or such subagent's contact with the Purchaser regarding an investment
      in
      the Units;





(y)  THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
      IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH
      LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
      AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND
      SUCH
      LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT
      BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY
      STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY
      OF
      THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
      OR
      THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
      IS UNLAWFUL;


7





(z)  The
      Purchaser acknowledges that none of the Units, the shares of Common Stock,
      the
      Warrants or the Warrant Shares have been recommended by any federal or state
      securities commission or regulatory authority. In making an investment decision
      investors must rely on their own examination of the Company and the terms of
      the
      Offering, including the merits and risks involved. Furthermore, the foregoing
      authorities have not confirmed the accuracy or determined the adequacy of this
      Subscription Agreement or the Memorandum. Any representation to the contrary
      is
      a criminal offense. The Warrants, the Warrant Shares and the shares of Common
      Stock, are subject to restrictions on transferability and resale and may not
      be
      transferred or resold except as permitted under the Securities Act, and the
      applicable state securities laws, pursuant to registration or exemption
      therefrom. The Purchaser should be aware that it will be required to bear the
      financial risks of this investment for an indefinite period of time;





(aa) ****  **(For Employee Retirement Income Security Act (“ERISA”) plans only.** The
      fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been
      informed of and understands the Company’s investment objectives, policies and
      strategies, and that the decision to invest “plan assets” (as such term is
      defined in ERISA) in the Company is consistent with the provisions of ERISA
      that
      require diversification of plan assets and impose other fiduciary
      responsibilities. The Purchaser fiduciary or Plan (a) is responsible for the
      decision to invest in the Company; (b) is independent of the Company or any
      of
      its affiliates; (c) is qualified to make such investment decision; and (d)
      in
      making such decision, the Purchaser fiduciary or Plan has not relied primarily
      on any advice or recommendation of the Company or any of its
      affiliates;





(bb)  **The
      Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at
<http://www.treas.gov/ofac> before making the following
      representations** .
      The
      Purchaser represents that the amounts invested by it in the Company in the
      Offering were not and are not directly or indirectly derived from activities
      that contravene federal, state or international laws and regulations, including
      anti-money laundering laws and regulations. Federal regulations and Executive
      Orders administered by OFAC prohibit, among other things, the engagement in
      transactions with, and the provision of services to, certain foreign countries,
      territories, entities and individuals. The lists of OFAC prohibited countries,
      territories, persons and entities can be found on the OFAC website at
<http://www.treas.gov/ofac>. In addition, the programs administered by
      OFAC (the “OFAC Programs”) prohibit dealing with individuals 1  or
      entities in certain countries regardless of whether such individuals or entities
      appear on the OFAC lists;


1 These
        individuals include specially designated nationals, specially designated
        narcotics traffickers and other parties subject to OFAC sanctions and embargo
        programs.


8





(cc)
      To
      the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any
      person controlling or controlled by the Purchaser; (3) if the Purchaser is
      a
      privately-held entity, any person having a beneficial interest in the Purchaser;
      or (4) any person for whom the Purchaser is acting as agent or nominee in
      connection with this investment is a country, territory, individual or entity
      named on an OFAC list, or a person or entity prohibited under the OFAC Programs.
      Please be advised that the Company may not accept any amounts from a prospective
      investor if such prospective investor cannot make the representation set forth
      in the preceding paragraph. The Purchaser agrees to promptly notify the Company
      and the Placement Agent should the Purchaser become aware of any change in
      the
      information set forth in these representations. The Purchaser understands and
      acknowledges that, by law, the Company may be obligated to “freeze the account”
of the Purchaser, either by prohibiting additional subscriptions from the
      Purchaser, declining any redemption requests and/or segregating the assets
      in
      the account in compliance with governmental regulations, and the Placement
      Agent
      may also be required to report such action and to disclose the Purchaser’s
      identity to OFAC. The Purchaser further acknowledges that the Company may,
      by
      written notice to the Purchaser, suspend the redemption rights, if any, of
      the
      Purchaser if the Company reasonably deems it necessary to do so to comply with
      anti-money laundering regulations applicable to the Company and the Placement
      Agent or any of the Company’s other service providers. These individuals include
      specially designated nationals, specially designated narcotics traffickers
      and
      other parties subject to OFAC sanctions and embargo programs;





(dd)
      To
      the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any
      person controlling or controlled by the Purchaser; (3) if the Purchaser is
      a
      privately-held entity, any person having a beneficial interest in the Purchaser;
      or (4) any person for whom the Purchaser is acting as agent or nominee in
      connection with this investment is a senior foreign political figure 2  ,  or
      any
      immediate family 3  member  or
      close
      associate 4   of
      a
      senior foreign political figure, as such terms are defined in the footnotes
      below; and





(ee)  If
      the
      Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”),
      or if the Purchaser receives deposits from, makes payments on behalf of, or
      handles other financial transactions related to a Foreign Bank, the Purchaser
      represents and warrants to the Company that: (1) the Foreign Bank has a fixed
      address, other than solely an electronic address, in a country in which the
      Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank
      maintains operating records related to its banking activities; (3) the Foreign
      Bank is subject to inspection by the banking authority that licensed the Foreign
      Bank to conduct banking activities; and (4) the Foreign Bank does not provide
      banking services to any other Foreign Bank that does not have a physical
      presence in any country and that is not a regulated affiliate.





2 A
“senior
      foreign political figure” is defined as a senior official in the executive,
      legislative, administrative, military or judicial branches of a foreign
      government (whether elected or not), a senior official of a major foreign
      political party, or a senior executive of a foreign government-owned
      corporation. In addition, a “senior foreign political figure” includes any
      corporation, business or other entity that has been formed by, or for the
      benefit of, a senior foreign political figure.





3“Immediate
      family” of a senior foreign political figure typically includes the figure’s
      parents, siblings, spouse, children and in-laws.





4
      A “close associate” of a senior foreign political figure is a person who is
      widely and publicly known to maintain an unusually close relationship with
      the
      senior foreign political figure, and includes a person who is in a position
      to
      conduct substantial domestic and international financial transactions on behalf
      of the senior foreign political figure.


9





6.  **Indemnification.** The
      Purchaser agrees to indemnify and hold harmless the Company, the Placement
      Agent, and their respective officers, directors, employees, agents, control
      persons and affiliates from and against all losses, liabilities, claims,
      damages, costs, fees and expenses whatsoever (including, but not limited to,
      any
      and all expenses incurred in investigating, preparing or defending against
      any
      litigation commenced or threatened) based upon or arising out of any actual
      or
      alleged false acknowledgment, representation or warranty, or misrepresentation
      or omission to state a material fact, or breach by the Purchaser of any covenant
      or agreement made by the Purchaser herein or in any other document delivered
      in
      connection with this Subscription Agreement.




7.  **Irrevocability;
      Binding Effect.** The
      Purchaser hereby acknowledges and agrees that the subscription hereunder is
      irrevocable by the Purchaser, except as required by applicable law, and that
      this Subscription Agreement shall survive the death or disability of the
      Purchaser and shall be binding upon and inure to the benefit of the parties
      and
      their heirs, executors, administrators, successors, legal representatives,
      and
      permitted assigns. If the Purchaser is more than one person, the obligations
      of
      the Purchaser hereunder shall be joint and several and the agreements,
      representations, warranties, and acknowledgments herein shall be deemed to
      be
      made by and be binding upon each such person and such person's heirs, executors,
      administrators, successors, legal representatives, and permitted
      assigns.





8.  **Modification.** This
      Subscription Agreement shall not be modified or waived except by an instrument
      in writing signed by the party against whom any such modification or waiver
      is
      sought.




9.  **Immaterial
      Modifications to the Registration Rights Agreement.** The
      Company may, at any time prior to the First Closing, amend the Registration
      Rights Agreement if necessary to clarify any provision therein, or supplement
      the Memorandum for events occurring after the date of the Memorandum, without
      first providing notice or obtaining prior consent of the Purchaser, if, and
      only
      if, such modification is not material in any respect.




10.  **Notices.** Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested,
      or delivered against receipt to the party to whom it is to be given (a) if
      to
      the Company, at the address set forth above, or (b) if to the Purchaser, at
      the
      address set forth on the signature page hereof (or, in either case, to such
      other address as the party shall have furnished in writing in accordance with
      the provisions of this Section 10). Any notice or other communication given
      by
      certified mail shall be deemed given at the time of certification thereof,
      except for a notice changing a party's address which shall be deemed given
      at
      the time of receipt thereof.





11.  **Assignability.** This
      Subscription Agreement and the rights, interests and obligations hereunder
      are
      not transferable or assignable by the Purchaser and the transfer or assignment
      of the Units, the shares of Common Stock, the Warrants or the Warrant Shares
      shall be made only in accordance with all applicable laws.


10





12.  **Applicable
      Law** .
      This
      Subscription Agreement shall be governed by and construed in accordance with
      the
      laws of the State of New York, without reference to the principles thereof
      relating to the conflict of laws.





13.  **Arbitration.**  **The
      parties agree to submit all controversies to arbitration in accordance with
      the
      provisions set forth below and understand that:**





(a)  Arbitration
      is final and binding on the parties.





(b)  The
      parties are waiving their right to seek remedies in court, including the right
      to a jury trial.





(c)  Pre-arbitration
      discovery is generally more limited and different from court
      proceedings.





(d)  The
      arbitrator's award is not required to include factual findings or legal
      reasoning and any party's right to appeal or to seek modification of rulings
      by
      arbitrators is strictly limited.





(e)  The
      panel
      of arbitrators will typically include a minority of arbitrators who were or
      are
      affiliated with the securities industry.





(f)  All
      controversies which may arise between the parties concerning this Subscription
      Agreement shall be determined by arbitration pursuant to the rules then
      pertaining to the Financial Industry Regulatory Authority (the “FINRA”) in New
      York City, New York. Judgment on any award of any such arbitration may be
      entered in the Supreme Court of the State of New York or in any other court
      having jurisdiction of the person or persons against whom such award is
      rendered **.** Any
      notice of such arbitration or for the confirmation of any award in any
      arbitration shall be sufficient if given in accordance with the provisions
      of
      this Subscription Agreement. The parties agree that the determination of the
      arbitrators shall be binding and conclusive upon them.





14.  **Blue
      Sky Qualification.** The
      purchase of Units under this Subscription Agreement is expressly conditioned
      upon the exemption from qualification of the offer and sale of the Units from
      applicable federal and state securities laws. The Company shall not be required
      to qualify this transaction under the securities laws of any jurisdiction and,
      should qualification be necessary, the Company shall be released from any and
      all obligations to maintain its offer, and may rescind any sale contracted,
      in
      the jurisdiction.





15.  **Use
      of Pronouns.** All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, neuter, singular or plural as the identity of the person
      or
      persons referred to may require.


11





16.  **Confidentiality.** The
      Purchaser acknowledges and agrees that any information or data the Purchaser
      has
      acquired from or about the Company, not otherwise properly in the public domain,
      including, without limitation, the Memorandum, was received in confidence.
      The
      Purchaser agrees not to divulge, communicate or disclose, except as may be
      required by law or for the performance of this Agreement, or use to the
      detriment of the Company or for the benefit of any other person or persons,
      or
      misuse in any way, any confidential information of the Company, including any
      scientific, technical, trade or business secrets of the Company and any
      scientific, technical, trade or business materials that are treated by the
      Company as confidential or proprietary, including, but not limited to, ideas,
      discoveries, inventions, developments and improvements belonging to the Company
      and confidential information obtained by or given to the Company about or
      belonging to third parties.





17.  **Miscellaneous.**





(a)  This
      Subscription Agreement, together with the Registration Rights Agreement,
      constitute the entire agreement between the Purchaser and the Company with
      respect to the subject matter hereof and supersede all prior oral or written
      agreements and understandings, if any, relating to the subject matter hereof.
      The terms and provisions of this Subscription Agreement may be waived, or
      consent for the departure therefrom granted, only by a written document executed
      by the party entitled to the benefits of such terms or provisions.





(b)  The
      representations and warranties of the Company and the Purchaser made in this
      Subscription Agreement shall survive the execution and delivery hereof and
      delivery of the shares of Common Stock and the Warrants contained in the
      Units.





(c)  Each
      of
      the parties hereto shall pay its own fees and expenses (including the fees
      of
      any attorneys, accountants, appraisers or others engaged by such party) in
      connection with this Subscription Agreement and the transactions contemplated
      hereby whether or not the transactions contemplated hereby are
      consummated.





(d)  This
      Subscription Agreement may be executed in one or more counterparts each of
      which
      shall be deemed an original, but all of which shall together constitute one
      and
      the same instrument.





(e)  Each
      provision of this Subscription Agreement shall be considered separable and,
      if
      for any reason any provision or provisions hereof are determined to be invalid
      or contrary to applicable law, such invalidity or illegality shall not impair
      the operation of or affect the remaining portions of this Subscription
      Agreement.





(f)  Paragraph
      titles are for descriptive purposes only and shall not control or alter the
      meaning of this Subscription Agreement as set forth in the text.





(g)  The
      Purchaser understands and acknowledges that there may be multiple Closings
      for
      the Offering.


12





18.  **Omnibus
      Signature Page.** This
      Subscription Agreement is intended to be read and construed in conjunction
      with
      the Registration Rights Agreement pertaining to the issuance by the Company
      of
      the Units, the shares of Common Stock, the Warrants and the Warrant Shares
      to
      subscribers pursuant to the Memorandum. Accordingly, pursuant to the terms
      and
      conditions of this Subscription Agreement and such related agreements it is
      hereby agreed that the execution by the Purchaser of this Subscription
      Agreement, in the place set forth herein, shall constitute agreement to be
      bound
      by the terms and conditions hereof and the terms and conditions of the
      Registration Rights Agreement, with the same effect as if each of such separate
      but related agreement were separately signed.





[Remainder
      of page intentionally left blank]


13


**How
      to subscribe for Units in the private offering of**


**UFood
      Restaurant Group, Inc.:**





1.
            **Date
                and Fill**in
                the number of Units being purchased and**Complete
                and Sign**the Omnibus Signature Page.





2.
            **Initial**the
                Accredited Investor Certification page attached to this
                letter.





3.
            **Complete**and
                return the Investor Profile and, if applicable, Wire Transfer
                Authorization attached to this
                letter.





4.
            **Fax**all forms to DiAnn Ellis at**(212)
                319-8457**and
                then send all signed original documents with check
                to:





**Ms.
      DiAnn Ellis**


**Spencer
      Trask Ventures, Inc.**


**535
      Madison Avenue**


**New
      York, NY 10022**





5.
            Please
                make your subscription payment payable to the order of**“Signature
                Bank, Escrow Agent for UFOOD RESTAURANT GROUP****,
                INC.****”**




**For
      wiring funds directly to the escrow account,**


**see
      the following instructions:**





**Bank
                Name:**
            **Signature
                Bank****ABA
                Number:**
            **026013576****A/C
                Name:**
            **Signature
                Bank, as Agent For****UFood
                Restaurant Group, Inc.****A/C
                Number:**
            **1500977449****FBO:**
            **Investor
                Name****Social
                Security Number****Address**





Thank
      you
      for your interest,





Spencer
      Trask Ventures, Inc.


14


**ANTI
      MONEY LAUNDERING REQUIREMENTS**





**The
                USA PATRIOT Act**
            
            **What
                is money laundering?**
            
            **How
                big is the problem and why is it important?**The
                USA PATRIOT Act is designed to detect, deter, and punish terrorists
                in the
                United States and abroad. The Act imposes new anti-money laundering
                requirements on brokerage firms and financial institutions. Since
                April
                24, 2002 all brokerage firms have been required to have new, comprehensive
                anti-money laundering programs.
              
              To
                help you understand these efforts, we want to provide you with some
                information about money laundering and our steps to implement the
                USA
                PATRIOT Act.
            
            Money
                laundering is the process of disguising illegally obtained money
                so that
                the funds appear to come from legitimate sources or activities. Money
                laundering occurs in connection with a wide variety of crimes, including
                illegal arms sales, drug trafficking, robbery, fraud, racketeering,
                and
                terrorism.
            
            The
                use of the U.S. financial system by criminals to facilitate terrorism
                or
                other crimes could well taint our financial markets. According to
                the U.S.
                State Department, one recent estimate puts the amount of worldwide
                money
                laundering activity at $1 trillion a
                year.





**What
                are we required to do to eliminate money
                laundering?**Under
                new rules required by the USA PATRIOT Act, our anti-money laundering
                program must designate a special compliance officer, set up employee
                training, conduct independent audits, and establish policies and
                procedures to detect and report suspicious transaction and ensure
                compliance with the new laws.
            
            As
                part of our required program, we may ask you to provide various
                identification documents or other information. Until you provide
                the
                information or documents we need, we may not be able to effect any
                transactions for you.




15




**UFOOD
      RESTAURANT GROUP, INC.**


OMNIBUS
      SIGNATURE PAGE TO


SUBSCRIPTION
      AGREEMENT AND


REGISTRATION
      RIGHTS AGREEMENT





**Subscriber
      hereby elects to subscribe under the Subscription Agreement for a total of
      ______ Units at a price of $1.00 per Unit (NOTE: to be completed by subscriber)
      and executes the Subscription Agreement and the Registration Rights
      Agreement.**





Date
      (NOTE: To be completed by subscriber): __________________, 2007





_______________________________________________________________________________________________________________


If
      the
      Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN
      COMMON, or as COMMUNITY PROPERTY:





**Print
                Name(s)**
            
            **Social
                Security Number(s)****Signature(s)
                of Subscriber(s)**
            
            **Signature****Date**
            
            **Address**




If
      the
      Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or
      TRUST:





**Name
                of Partnership,**
            
            **Federal
                Taxpayer****Corporation,
                Limited**
            
            **Identification
                Number****Liability
                Company or Trust****By:****Name:**
            
            **State
                of Organization****Title:****Date**
            
            **Address**





**UFOOD
      RESTAURANT GROUP, INC.**





By:Authorized
                Officer
            
            Spencer
                Trask Ventures, Inc.


16


UFOOD
        RESTAURANT GROUP, **INC.**
 **ACCREDITED
        INVESTOR CERTIFICATION**
 
 **For
        Individual Accredited Investors Only**
 **(all
        Individual Accredited Investors must** ***INITIAL*** **where appropriate):**
  **Initial
                  _______**
              I
                  have a net worth (including home, furnishings and automobiles)
                  in excess
                  of $1 million either individually or through aggregating my individual
                  holdings and those in which I have a joint, community property
                  or other
                  similar shared ownership interest with my
                  spouse.
 **Initial
                  _______**
              I
                  have had an annual gross income for the past two years of at least
                  $200,000 (or $300,000 jointly with my spouse) and expect my income
                  (or
                  joint income, as appropriate) to reach the same level in the current
                  year.
 **Initial
                  _______**
              I
                  am a director or executive officer of UFood Restaurant Group, Inc.
                  or
                  KnowFat Franchise Company, Inc.
 
 **For
        Non-Individual Accredited**  **Investors**
 **(all
        Non-Individual Accredited**  **Investors
        must** ***INITIAL*** **where appropriate):**
 
 **Initial
                  _______**
              The
                  investor certifies that it is a partnership, corporation, limited
                  liability company or business trust that is 100% owned by persons
                  who meet
                  at least one of the criteria for Individual Investors set forth
                  above.
 **Initial
                  _______**
              The
                  investor certifies that it is a partnership, corporation, limited
                  liability company or business trust that has total assets of at
                  least $5
                  million and was not formed for the purpose of investing in the
                  Company.
 **Initial
                  _______**
              The
                  investor certifies that it is an employee benefit plan whose investment
                  decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
                  a bank, savings and loan association, insurance company or registered
                  investment adviser.
 **Initial
                  _______**
              The
                  investor certifies that it is an employee benefit plan whose total
                  assets
                  exceed $5,000,000 as of the date of this
                  Agreement.
 **Initial
                  _______**
              The
                  undersigned certifies that it is a self-directed employee benefit
                  plan
                  whose investment decisions are made solely by persons who meet
                  either of
                  the criteria for Individual
                  Investors.
 **Initial
                  _______**
              The
                  investor certifies that it is a U.S. bank, U.S. savings and loan
                  association or other similar U.S. institution acting in its individual
                  or
                  fiduciary capacity.
 **Initial
                  _______**
              The
                  undersigned certifies that it is a broker-dealer registered pursuant
                  to
                  §15 of the Securities Exchange Act of
                  1934.
 **Initial
                  _______**
              The
                  investor certifies that it is an organization described in §501(c)(3) of
                  the Internal Revenue Code with total assets exceeding $5,000,000
                  and not
                  formed for the specific purpose of investing in the
                  Company.
 **Initial
                _______**
              The
                  investor certifies that it is a trust with total assets of at least
                  $5,000,000, not formed for the specific purpose of investing in
                  the
                  Company, and whose purchase is directed by a person with such knowledge
                  and experience in financial and business matters that he is capable
                  of
                  evaluating the merits and risks of the prospective investment.
 **Initial
                  _______**
              The
                  investor certifies that it is a plan established and maintained
                  by a state
                  or its political subdivisions, or any agency or instrumentality
                  thereof,
                  for the benefit of its employees, and which has total assets in
                  excess of
                  $5,000,000.
 **Initial
                _______**
              The
                  investor certifies that it is an insurance company as defined in
§2(13) of
                  the Securities Act, or a registered investment company.




17











**UFOOD
      RESTAURANT GROUP, INC.**


**Investor
      Profile**


**(** ***Must
      be completed by Investor)***





**Section
      A – Personal Investor Information**




Investor
      Name(s):
      ______________________________________________________________________________


Individual
      executing Profile or Trustee:
      _____________________________________________________________


Social
      Security Numbers / Federal I.D. Number:
      ______________________________________________________




Date
                of Birth:
            ____________________
            Marital
                Status: _________________________Joint
                Party Date of Birth:
            ____________________
            Investment
                Experience (Years): ____________Annual
                Income:
            ____________________
            Liquid
                Net Worth: _______________________Net
                Worth:
            ____________________


Tax
      Bracket: ______
      15% or below        _____ 25% -
      27.5%        _____ Over 27.5%




Investment
                Objectives***(circle
                one or more):***
            Preservation
                of Capital, Income, Capital Appreciation, Trading Profits, Speculation
                or
                Other (please specify) * See definitions on following
                page




Home
      Street Address:
      _____________________________________________________________________________


Home
      City, State & Zip Code:
      _______________________________________________________________________


Home
      Phone: ________________________ Home Fax: _____________________ Home Email:
      __________________


Employer:
      ______________________________________________________________________________________


Employer
      Street Address:
      __________________________________________________________________________


Employer
      City, State & Zip Code:
      ____________________________________________________________________


Bus.
      Phone: __________________________ Bus. Fax: __________________________ Bus.
      Email: _______________


Type
      of
      Business:
      _______________________________________________________________________________


Spencer
      Trask Account Executive / Outside Broker/Dealer:
      _________________________________________________


If
      you
      are a ***United
      States citizen*** ,
      please
      list the number and jurisdiction of issuance of any other government-issued
      document evidencing residence and bearing a photograph or similar safeguard
      (such as a driver’s license or passport), and ***provide
      a photocopy*** of each
      of the documents you have listed.


______________________________________________________________________________________________


If
      you
      are ***NOT*** a ***United
      States citizen*** ,
      for
      each jurisdiction of which you are a citizen or in which you work or reside,
      please list (i) your passport number and country of issuance or (ii) alien
      identification card number AND (iii)
      number and country of issuance of any other government-issued document
      evidencing nationality or residence and bearing a photograph or similar
      safeguard, and provide a photocopy of each of these documents you have listed.
      These photocopies must be certified by a lawyer as to authenticity.


______________________________________________________________________________________________




**Section
      B – Certificate Delivery Instructions**


____
      Please deposit certificate in my Spencer Trask Account #
      _____________________________________.


____
      Please open a Spencer Trask account and subsequently deposit my certificate
      in
      it.


____
      Please deliver certificate to the Employer Address listed in Section
      A.


____
      Please deliver certificate to the Home Address listed in Section A.


____
      Please deliver certificate to the following address:
      ___________________________________________.




****** **Section
      C – Form of Payment – Check or Wire Transfer**


____
      Check payable to **Signature
      Bank, as Escrow Agent for UFood Restaurant Group** **,
      Inc.**


____
      Wire
      funds from my outside account according to the "How to subscribe for Units"
      Page.


____
      Wire
      funds from my Spencer Trask Account - See Following Page.


____
      The
      funds for this investment are rolled over, tax deferred from __________ within
      the allowed 60 day window.





Please
      check if you are a FINRA member or affiliate of a FINRA member firm:
      ________





**_________________________**
            
            **______________________****Investor
                Signature**
            
            **Date**


18


**Investment
      Objectives** :
      The
      typical investment listed with each objective are only some examples of the
      kinds of investments that have historically been consistent with the listed
      objectives. However, neither UFood Restaurant Group, Inc. nor Spencer Trask
      Ventures, Inc. can assure that any investment will achieve your intended
      objective. You must make your own investment decisions and determine for
      yourself if the investments you select are appropriate and consistent with
      your
      investment objectives.





Neither
      UFood Restaurant Group, Inc. nor Spencer Trask Ventures, Inc. assume
      responsibility to you for determining if the investments you selected are
      suitable for you.





**Preservation
      of Capital** :
      An
      investment objective of *Preservation
      of Capital* indicates you seek to maintain the principal value of your investments and
      are
      interested in investments that have historically demonstrated a very low degree
      of risk of loss of principal value. Some examples of typical investments might
      include money market funds and high quality, short-term fixed income
      products.





**Income** :
      An
      investment objective of *Income* indicates
      you seek to generate from investments and are interested in investments that
      have historically demonstrated a low degree of risk of loss of principal value.
      Some examples of typical investments might include high quality, short and
      medium-term fixed income products, short-term bond funds and covered call
      options.





**Capital
      Appreciation** :
      An
      investment objective of *Capital
      Appreciation* indicates you seek to grow the principal value of your investments over time
      and
      are willing to invest in securities that have historically demonstrated a
      moderate to above average degree of risk of loss of principal value to pursue
      this objective. Some examples of typical investments might include common
      stocks, lower quality, medium-term fixed income products, equity mutual funds
      and index funds.





**Trading
      Profits** :
      An
      investment objective of *Trading
      Profits* indicates you seek to take advantage of short-term trading opportunities, which
      may involve establishing and liquidating positions quickly. Some examples of
      typical investments might include short-term purchases and sales of volatile
      or
      low priced common stocks, put or call options, spreads, straddles and/or
      combinations on equities or indexes. This is a high-risk strategy.





**Speculation** :
      An
      investment objective of *Speculation* indicates
      you seek a significant increase in the principal value of your investments
      and
      are willing to accept a corresponding greater degree of risk by investing in
      securities that have historically demonstrated a high degree of risk of loss
      of
      principal value to pursue this objective. Some examples of typical investments
      might include lower quality, long-term fixed income products, initial public
      offerings, volatile or low priced common stocks, the purchase of sale of put
      or
      call options, spreads, straddles and/or combinations on equities or indexes,
      and
      the use of short-term or day trading strategies.





**Other** :
      Please
      specify.


19


**Memorandum**
 **Wire
        Transfer Authorization**
 
 TO:
              Lydia
                  Soler - Operations ManagerSpencer
                  Trask Ventures, Inc.RE:
              Client
                  Wire Transfer Authorization**UFOOD
                  RESTAURANT GROUP****,
                  INC.**DATE:
              ________________
 
 This
        memorandum authorizes the transfer of the following listed funds from my
        Spencer
        Trask Brokerage Account as follows:
 
 Spencer
                  Trask Brokerage Account #
              ______________________Wire
                  Amount
              $______________________
  **BANK NAME**:
              **SIGNATURE
                  BANK****ABA NUMBER:**
              **026013576****A/C NAME:**
              **SIGNATURE
                  BANK, AS AGENT FOR****UFOOD
                  RESTAURANT GROUP, INC.****A/C
                  Number:**
              **1500977449**
 
 ***REFERENCE*** *:*
 **SUBSCRIBER
        LEGAL NAME** ****
 **______________________________________________________**
 
 **TAX
        ID NUMBER**
 **______________________________________________________**
 
 **SUBSCRIBER
        ADDRESS**
 **______________________________________________________**
 
 FBO:
              ________________________________________________Investment
                  Title:
              ________________________________________________Signature:
              ________________________________________________Signature:
              ________________________________________________(Joint
                  Signature)
 20