**Exhibit
      10.21**




**PLACEMENT
      AGENCY AGREEMENT**




October
      17, 2007




Spencer
      Trask Ventures, Inc.


535
      Madison Avenue


18th
      Floor


New
      York,
      New York 10022





Re:  KnowFat
      Franchise Company, Inc. and UFood Restaurant Group, Inc.




Ladies
      and Gentlemen:




This
      Placement Agency Agreement (" **Agreement** ")
      sets
      forth the terms upon which Spencer Trask Ventures, Inc., a Delaware corporation,
      and a registered broker-dealer and member of the Financial Industry Regulatory
      Authority (" **FINRA** ")
      (the
“ **Placement
      Agent** ”),
      shall
      be engaged by KnowFat Franchise Company, Inc., a Delaware corporation
      (“ **KnowFat** ”)
      and
      UFood Restaurant Group, Inc., a Nevada corporation (“ **Pubco** ”),
      to
      act as exclusive Placement Agent in connection with the private placement (the
      “ **Offering** ”)
      of
      units (“ **Units** ”)
      of
      securities o f
      Pubco,
      each U nit
      consisting of (i) one share of common stock, par value $0.001 per share (the **“Common
      Stock”** ),
      of
      Pubco (“ **Shares** ”)
      and
      (ii) one half of one warrant (“ **Warrants** ”),
      with
      each full warrant entitling the holder to purchase one share of Common Stock
      for
      a five-year period at an exercise price of $1.25 per share. The Offering will
      consist of a minimum of 5,500,000 Units ($5,500,000) (the “ **Minimum
      Amount** ”)
      and a
      maximum of 8,000,000 Units ($8,000,000) (the “ **Maximum
      Amount** ”).
      In
      the event the Offering is oversubscribed, Pubco, KnowFat and the Placement
      Agent
      may, in their mutual discretion, sell up to 5,000,000 additional Units for
      an
      aggregate purchase price of $5,000,000 (the “Over-allotment”). Concurrently with
      the initial closing of the Offering, a
      wholly-owned subsidiary of Pubco will
      merge with and into KnowFat and, with the proceeds of the Offering, continue
      the
      existing operations of KnowFat as a wholly owned subsidiary of Pubco (the
“ **Reverse
      Merger** ”).





As
      part
      of or in conjunction with the Reverse Merger, Pubco will issue shares of its
      Common Stock, warrants and options to KnowFat’s then-existing securityholders
      and to the investors in the Offering as further described in the Memorandum
      (as
      hereinafter defined). As used in this Agreement, unless the context otherwise
      requires, the term **“Company”** refers
      to Pubco and KnowFat on a combined basis after giving effect to the Offering
      and
      the Reverse Merger.





The
      purchase price for the Units will be $1.00 per Unit (the “ **Offering
      Price** ”),
      with
      a minimum investment of 25,000 Units; *provided,*  *however* ,
      that
      subscriptions in lesser amounts may be accepted in Pubco’s and Placement Agent’s
      discretion. The Placement Agent shall accept
      subscriptions only
      from
      (i)  persons
      or entities who qualify
      as “accredited investors,” as such term is defined in Rule 501 of Regulation D
      (“ **Regulation
      D** ”)
      as
      promulgated by
      the
      United States Securities and Exchange Commission (the “ **SEC** ”)  under
      Section 4(2) of the Securities Act of 1933, as amended (the “ **Act** ”) and (ii)
      persons or entities who were offered and purchased the Units in an Offshore
      Transaction (as such term is defined in Regulation S (“ **Regulation
      S** ”)
      as
      promulgated by the SEC under the Act) and who are not U.S. Persons (as such
      term
      is defined in Regulation S) and are not acting for the account or benefit of
      a
      person in the United States or a U.S. Person. **** **** 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 February 14, 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** .”







With
      respect to the Offering, KnowFat and Pubco shall provide the Placement Agent,
      on
      terms set forth herein, the right to offer and sell all of the Units being
      offered. It is understood that no sale shall be regarded as effective unless
      and
      until accepted by the Company. The Company may, in its sole discretion, accept
      or reject, in whole or in part, any prospective investment in the Units or
      allot
      to any prospective subscriber less than the number of Units that such subscriber
      desires to purchase. Purchases of Units may be made by the Placement Agent
      and
      its officers, directors, employees and affiliates. All such purchases, together
      with purchases by officers, directors, employees and affiliates of KnowFat
      or
      Pubco, may be used to satisfy the Minimum Amount if the Minimum Amount has
      not
      been subscribed for on or before the end of the Offering Period.




The
      Offering will be made by Pubco solely
      pursuant to the Memorandum, which at all times will be in form and substance
      reasonably acceptable to Pubco, KnowFat, the Placement Agent and their
      respective counsel and contain such legends and other information as Pubco,
      KnowFat, the Placement Agent and their respective counsel, may, from time to
      time, deem necessary and desirable to be set forth therein. “ **Memorandum** ”
as
      used
      in this Agreement means Pubco’s Confidential Private Placement Memorandum dated
      October 17, 2007, inclusive of all annexes, and all amendments, supplements
      and
      appendices thereto.




1.  Appointment
      of Placement Agent .
      On the
      basis of the representations and warranties provided herein, and subject to
      the
      terms and conditions set forth herein, the Placement Agent is appointed as
      exclusive Placement Agent of KnowFat and Pubco during the Offering Period to
      assist KnowFat and Pubco in finding qualified subscribers for the Offering.
      The
      Placement Agent may sell Units through other broker-dealers who are FINRA
      members and may reallow all or a portion of the Agent Compensation (as defined
      in Section 3(b) below) it receives to such other broker-dealers. On the basis
      of
      such representations and warranties and subject to such terms and conditions,
      the Placement Agent hereby accepts such appointment and agrees to perform its
      services hereunder diligently and in good faith and in a professional and
      businesslike manner and to use its reasonable efforts to assist KnowFat and
      Pubco in (A) finding
      subscribers of Units who either
      (i) q ualify
      as
“accredited investors,” as such term is defined in Rule 501 of Regulation D, or
      (ii)
      were offered and purchased the Units outside the United States in an Offshore
      Transaction (as such term is defined in Regulation S) and who are not U.S.
      Persons (as such term is defined in Regulation S) and are not acting for the
      account or benefit of a person in the United States or a U.S. Person and
      (B) completing the Offering. The
      Placement Agent has no obligation to purchase any of the Units. Unless sooner
      terminated in accordance with this Agreement, the engagement of the Placement
      Agent hereunder shall continue until the later of the Termination Date or the
      Final Closing (as defined below).




2.  Representations,
      Warranties and Covenants of KnowFat .
      The
      representations and warranties of KnowFat (as
      used
      in this Section 2, “KnowFat” refers to KnowFat Franchise Company, Inc. and its
      subsidiaries) contained
      in this Section 2 are true and correct as of the date of this Agreement and
      KnowFat covenants as follows, as applicable.


2





(a)
      The
      Memorandum has been prepared by KnowFat, in conformity with all applicable
      laws,
      and is in compliance with Regulation D, Regulation S and Section 4(2) of the
      Act
      and the requirements of all other rules and regulations (the “ **Regulations** ”)
      of the
      SEC relating to offerings of the type contemplated by the Offering, and the
      applicable securities laws and the rules and regulations of those jurisdictions
      wherein the Placement Agent notifies KnowFat that the Units are to be offered
      and sold excluding any foreign jurisdictions. The Units will be offered and
      sold
      pursuant to the registration exemption provided by Regulation D, Regulation
      S
      and Section 4(2) of the Act as a transaction not involving a public offering
      and
      the requirements of any other applicable state securities laws and the
      respective rules and regulations thereunder in those United States jurisdictions
      in which the Placement Agent notifies KnowFat that the Units are being offered
      for sale. None of KnowFat, its affiliates, or any person acting on its or their
      behalf (other than the Placement Agent, its affiliates or any person acting
      on
      its behalf, in respect of which no representation is made) has taken nor will
      it
      take any action that conflicts with the conditions and requirements of, or
      that
      would make unavailable with respect to the Offering, the exemption(s) from
      registration available pursuant to Rule 506 of Regulation D, Rule 903 of
      Regulation S or Section 4(2) of the Act, or knows of any reason why any such
      exemption would be otherwise unavailable to it (including, without limitation,
      any Directed Selling Efforts (as such term is defined in Regulation S)). None
      of
      KnowFat, its predecessors or affiliates has been subject to any order, judgment
      or decree of any court of competent jurisdiction temporarily, preliminarily
      or
      permanently enjoining such person for failing to comply with Section 503 of
      Regulation D. KnowFat
      has not, for a period of six months prior to the commencement of the offering
      of
      Units, sold, offered for sale or solicited any offer to buy any of its
      securities in a manner that would be integrated with the offer and sale of
      the
      Units pursuant to this Agreement, would cause the exemption from registration
      set forth in Rule 506 of Regulation D to become unavailable with respect to
      the
      offer and sale of the Units pursuant to this Agreement in the United States
      or
      to, by or for the benefit or account of, U.S. Persons, or would cause the
      exclusion from registration provided by Rule 903 of Regulation S to become
      unavailable for offers and sales of the Units pursuant to this Agreement outside
      the United States to non-U.S. Persons .





(b)
      The
      Memorandum does not include any untrue statement of a material fact or omit
      to
      state any material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading: provided , however ,
      the
      foregoing does not apply to any statements or omissions made solely in reliance
      on and in conformity with written information furnished to KnowFat by the
      Placement Agent specifically for use in the preparation thereof. To the
      knowledge of KnowFat, none of the statements, documents, certificates or other
      items made, prepared or supplied by KnowFat with respect to the transactions
      contemplated hereby contains an untrue statement of a material fact or omits
      to
      state a material fact necessary to make the statements contained therein not
      misleading in light of the circumstances in which they were made. There is
      no
      fact which KnowFat has not disclosed in the Memorandum and of which KnowFat
      is
      aware that materially adversely affects or that could reasonably be expected
      to
      have a material adverse effect on
      the
      (i) assets, liabilities, results of operations, condition (financial or
      otherwise), business or business prospects of KnowFat or (ii) ability of KnowFat
      to perform its obligations under this Agreement (“ **KF**  **Material
      Adverse Effect** ”) .
      Notwithstanding anything to the contrary herein, KnowFat makes no representation
      or warranty with respect to any estimates, projections and other forecasts
      and
      plans (including the reasonableness of the assumptions underlying such
      estimates, projections and other forecasts and plans) that may have been
      delivered to the Placement Agent or its representatives, except that such
      estimates, projections and other forecasts and plans have been prepared in
      good
      faith on the basis of assumptions stated therein, which assumptions were
      believed to be reasonable at the time of such preparation.





(c)
      KnowFat has all requisite corporate power and authority to conduct its business
      as presently conducted and as proposed to be conducted (as described in the
      Memorandum), to enter into and perform its obligations under this Agreement,
      and
      the other agreements contemplated hereby (this Agreement and the other
      agreements contemplated hereby that KnowFat is executing and delivering
      hereunder are collectively referred to herein as the “ **KnowFat
      Transaction Documents** ”).
      Prior
      to the First Closing, as defined herein, each of the KnowFat Transaction
      Documents (other than this Agreement, which has already been authorized) will
      have been duly authorized. This Agreement has been duly authorized, executed
      and
      delivered and constitutes, and each of the other KnowFat Transaction Documents,
      upon due execution and delivery, will constitute, valid and binding obligations
      of KnowFat, enforceable against KnowFat in accordance with their respective
      terms (i) except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws now or hereafter
      in
      effect related to laws affecting creditors’ rights generally, including the
      effect of statutory and other laws regarding fraudulent conveyances and
      preferential transfers, and except that no representation is made herein
      regarding the enforceability of KnowFat’s obligations to provide indemnification
      and contribution remedies under the securities laws and (ii) subject to the
      limitations imposed by general equitable principles (regardless of whether
      such
      enforceability is considered in a proceeding at law or in
      equity).


3





(d)
      None
      of the execution and delivery of or performance by KnowFat under this Agreement
      or any of the other Know Fat Transaction Documents or the consummation of the
      transactions herein or therein contemplated conflicts with or violates, or
      will
      result in the creation or imposition of, any lien, charge or other encumbrance
      upon any of the assets of KnowFat under any agreement or other instrument to
      which KnowFat is a party or by which KnowFat or its assets may be bound, or
      any
      term of the certificate of incorporation or by-laws of KnowFat, or any license,
      permit, judgment, decree, order, statute, rule or regulation applicable to
      KnowFat or any of its assets, except in the case of a conflict, violation,
      lien,
      charge or other encumbrance (except with respect to KnowFat’s certificate of
      incorporation or by-laws) which would not,
      or
      could not reasonably be expected to, have a **** KF
      Material Adverse Effect .





(e)
      KnowFat’s financial statements, together with the related notes, if any,
      included in the Memorandum, present fairly, in all material respects, the
      financial position of KnowFat as of the dates specified and the results of
      operations for the periods covered thereby. Such financial statements and
      related notes were prepared in accordance with **** United
      States generally accepted accounting principles applied on a consistent basis
      throughout the periods indicated, except that the unaudited financial statements
      omit full notes, and except for normal year end adjustments. Except as set
      forth
      in such financial statements or otherwise disclosed in the Memorandum, KnowFat
      has no known material liabilities of any kind, whether accrued, absolute or
      contingent, or otherwise, and subsequent to the date of the Memorandum and
      prior
      to the date of the First Closing?] it shall not enter into any material
      transactions or commitments without promptly thereafter notifying the Placement
      Agent in writing of any such material transaction or commitment. The other
      financial and statistical information with respect to KnowFat and any pro forma
      information and related notes included in the Memorandum present fairly the
      information shown therein on a basis consistent with the financial statements
      of
      KnowFat included in the Memorandum. **** KnowFat
      does not know of any facts, circumstances or conditions which could materially
      adversely affect its operations, earnings or prospects that have not been fully
      disclosed in the **** Memorandum **.**





(f)
      The
      conduct of business by KnowFat as presently and proposed to be conducted is
      not
      subject to continuing oversight, supervision, regulation or examination by
      any
      governmental official or body of the United States, or any other jurisdiction
      wherein KnowFat conducts or proposes to conduct such business, except as
      described in the Memorandum and except as such regulation is applicable to
      commercial enterprises generally. KnowFat has obtained all material licenses,
      permits and other governmental authorizations necessary to conduct its business
      as presently conducted. KnowFat has not received any notice of any violation
      of,
      or noncompliance with, any federal, state, local or foreign laws, ordinances,
      regulations and orders (including, without limitation, those relating to
      environmental protection, occupational safety and health, securities laws,
      equal
      employment opportunity, consumer protection, credit reporting,
“truth-in-lending”, and warranties and trade practices) applicable to its
      business, the violation of, or noncompliance with, would have a KF Material
      Adverse Effect, and KnowFat knows of no facts or set of circumstances which
      could give rise to such a notice.





(g)
      No
      default by KnowFat or, to the knowledge of KnowFat, any other party, exists
      in
      the due performance under any material agreement to which KnowFat is a party
      or
      to which any of its assets is subject (collectively, the “ **KnowFat
      Agreements** ”).
      The
      KnowFat Agreements disclosed in the Memorandum are the only material agreements
      to which KnowFat is bound or by which its assets are subject, are accurately
      described in the Memorandum and are in full force and effect in accordance
      with
      their respective terms, subject to any applicable bankruptcy, insolvency or
      other laws affecting the rights of creditors generally and to general equitable
      principles and the availability of specific performance.


4





(h)
      Subsequent to the respective dates as of which information is given in the
      Memorandum, KnowFat has operated its business in the ordinary course and, except
      as may otherwise be set forth in the Memorandum, there has been no: (i) KF
      Material Adverse Effect; (ii) transaction otherwise than in the ordinary
      course of business consistent with past practice; (iii) issuance of any
      securities (debt or equity) or any rights to acquire any such securities other
      than pursuant to equity incentive plans approved by its Board of Directors;
      (iv)
      damage, loss or destruction, whether or not covered by insurance, with respect
      to any asset or property of KnowFat; or (v) agreement to permit any of the
      foregoing.





(i)
      Except as set forth in the Memorandum, there are no actions, suits, claims,
      hearings or proceedings pending before any court or governmental authority
      or,
      to the knowledge of KnowFat, threatened, against KnowFat, or involving its
      assets or any of its officers or directors (in their capacity as such) which,
      if
      determined adversely to KnowFat or such officer or director, could reasonably
      be
      expected to have a KF Material Adverse Effect or adversely affect the
      transactions contemplated by this Agreement or the Merger Agreement (as
      hereinafter defined) or the enforceability thereof.





(j)
      KnowFat is not: (i) in violation of its Certificate of Incorporation or By-laws;
      (ii) in default of any indenture, mortgage, deed of trust, note or other
      agreement or instrument to which KnowFat is a party or by which it is or may
      be
      bound or to which any of its assets may be subject, the default of which could
      reasonably be expected to have a KF Material Adverse Effect; (iii) in violation
      of any statute, rule or regulation applicable to KnowFat, the violation of
      which
      would have a KF Material Adverse Effect; or (iv) in violation of any judgment,
      decree or order of any court or governmental body having jurisdiction over
      KnowFat and specifically naming KnowFat, which violation or violations
      individually, or in the aggregate, could reasonably be expected to have a KF
      Material Adverse Effect.




(k)
      Except as disclosed in the Memorandum, as of the date of this Agreement, no
      current or former stockholder, director, officer or employee of
      KnowFat , nor,
      to
      the knowledge of KnowFat, any affiliate of any such person is presently,
      directly or indirectly through his affiliation with any other person or entity,
      a party to any loan from KnowFat or any other transaction (other than as an
      employee) with KnowFat providing for the furnishing of services by, or rental
      of
      any personal property from, or otherwise requiring cash payments to any such
      person.




(l)
      KnowFat is not obligated to pay, and has not obligated the Placement Agent
      to
      pay, a finder’s or origination fee in connection with the Offering (other than
      to the Placement Agent), and hereby agrees to indemnify the Placement Agent
      from
      any such claim made by any other person as more fully set forth in Section
      8
      hereof. KnowFat has not offered for sale or solicited offers to purchase the
      Units except for negotiations with the Placement Agent.




(m)
      Until
      the earlier of (i) the Termination Date and (ii) the Final Closing (as
      hereinafter defined), KnowFat will not issue any press release, grant any
      interview, or otherwise communicate with the media in any manner whatsoever
      with
      respect to the Offering without the Placement Agent’s prior written consent,
      which consent will not unreasonably be withheld or delayed.





(n)
      For
      the benefit of the Placement Agent, KnowFat hereby incorporates by reference
      all
      of the representations and warranties contained in Article II, and its covenants
      contained in Article IV, of that certain Agreement
      and Plan of Merger and Reorganization to be entered into prior to the Closing
      by
      and among Pubco, KnowFat and KnowFat Acquisition Corp. (the “ **Merger
      Agreement** ”),
      in
      each case with the same force and effect as if specifically set forth herein.


5





(o)
      No
      representation or warranty contained in Section 2 of this Agreement contains
      any
      untrue statement of a material fact or omits to state a material fact necessary
      to make the statements herein not misleading in the context of such
      representations and warranties.





2A. Representations,
      Warranties and Covenants of Pubco .
      The
      representations and warranties of Pubco (as
      used
      in this Section 2A, “Pubco” refers to UFood Restaurant Group, Inc. and its
      subsidiaries) contained
      in this Section 2A are true and correct as of the date of this Agreement.




(a)
      The
      Memorandum has been prepared by Pubco, in conformity with all applicable laws,
      and is in compliance with Regulation D, the Act and the requirements of all
      other Regulations of the SEC relating to offerings of the type contemplated
      by
      the Offering, and the applicable securities laws and the rules and regulations
      of those jurisdictions wherein the Placement Agent notifies Pubco that the
      Units
      are to be offered and sold excluding any foreign jurisdictions. The Units will
      be offered and sold pursuant to the registration exemptions provided by
      Regulation D, Regulation S and Section 4(2) of the Act as a transaction not
      involving a public offering and the requirements of any other applicable state
      securities laws and the respective rules and regulations thereunder in those
      United States jurisdictions in which the Placement Agent notifies Pubco that
      the
      Units are being offered for sale. None of Pubco, its
      affiliates, or any person acting on its or their behalf (other than the
      Placement Agent, its affiliates or any person acting on its behalf, in respect
      of which no representation is made) has  taken
      nor
      will it take any action that conflicts with the conditions and requirements
      of,
      or that would make unavailable with respect to the Offering, the exemption(s)
      from registration available pursuant to Rule 506 of Regulation D, Rule 903
      of
      Regulation S or Section 4(2) of the Act, or knows of any reason why any such
      exemption would be otherwise unavailable to it (including, without limitation,
      any Directed Selling Efforts (as such term is defined in Regulation S)). None
      of
      Pubco, its predecessors or affiliates has been subject to any order, judgment
      or
      decree of any court of competent jurisdiction temporarily, preliminarily or
      permanently enjoining such person for failing to comply with Section 503 of
      Regulation D. Pubco
      has not, for a period of six months prior to the commencement of the offering
      of
      Units, sold, offered for sale or solicited any offer to buy any of its
      securities in a manner that would be integrated with the offer and sale of
      the
      Units pursuant to this Agreement, would cause the exemption from registration
      set forth in Rule 506 of Regulation D to become unavailable with respect to
      the
      offer and sale of the Units pursuant to this Agreement in the United States
      or
      to, by or for the benefit or account of, U.S. Persons, or would cause the
      exclusion from registration provided by Rule 903 of Regulation S to become
      unavailable for offers and sales of the Units pursuant to this Agreement outside
      the United States to non-U.S. Persons .





(b)
      As to
      Pubco only, the Memorandum does not include any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading: provided , however ,
      the
      foregoing does not apply to any statements or omissions made solely in reliance
      on and in conformity with written information furnished to Pubco by the
      Placement Agent specifically for use in the preparation thereof. To the
      knowledge of Pubco, none of the statements, documents, certificates or other
      items made, prepared or supplied by Pubco with respect to the transactions
      contemplated hereby contains an untrue statement of a material fact or omits
      to
      state a material fact necessary to make the statements contained therein not
      misleading in light of the circumstances in which they were made. There is
      no
      fact which Pubco has not disclosed in the Memorandum and of which Pubco is
      aware
      that materially adversely affects or that could reasonably be expected to have
      a
      material adverse effect on the prospects, condition (financial or otherwise),
      operations or assets of Pubco (a “ **Pubco
      Material Adverse Effect** ”).
      Notwithstanding anything to the contrary herein, Pubco makes no representation
      or warranty with respect to any estimates, projections and other forecasts
      and
      plans (including the reasonableness of the assumptions underlying such
      estimates, projections and other forecasts and plans) that may have been
      delivered to the Placement Agent or its representatives, except that such
      estimates, projections and other forecasts and plans have been prepared in
      good
      faith on the basis of assumptions stated therein, which assumptions were
      believed to be reasonable at the time of such preparation.


6





(c)
      Pubco
      has all requisite corporate power and authority to conduct its business as
      presently conducted and as proposed to be conducted (as described in the
      Memorandum), to enter into and perform its obligations under this Agreement,
      the
      Subscription Agreement substantially in the form of Annex A to the Memorandum
      (the “ **Subscription
      Agreement** ”),
      the
      Registration Rights Agreement substantially in the form of Annex B to the
      Memorandum (the “ **Registration
      Rights Agreement** ”),
      and
      the other agreements contemplated hereby (this Agreement, the Subscription
      Agreement, the Registration Rights Agreement and the other agreements
      contemplated hereby that Pubco is required to execute and deliver are
      collectively referred to herein as the “ **Pubco
      Transaction Documents** ”)
      and
      subject to necessary Board and stockholder approvals, to issue, sell and deliver
      the Units, the shares of Common Stock underlying the Units, and the shares
      of
      Common Stock issuable upon exercise of the Warrants (the “ **Warrant
      Shares** ”),
      the
      Agent Warrants (as defined in Section 3(b)) and the Agent Warrant Shares (as
      defined in Section 3(b)). Prior to the First Closing, as defined herein, each
      of
      the Pubco Transaction Documents will have been duly authorized. This Agreement
      has been duly authorized, executed and delivered and constitutes, and each
      of
      the other Pubco Transaction Documents, upon due execution and delivery, will
      constitute, valid and binding obligations of Pubco, enforceable against Pubco
      in
      accordance with their respective terms (i) except as enforceability may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws now or hereafter in effect related to laws affecting
      creditors’ rights generally, including the effect of statutory and other laws
      regarding fraudulent conveyances and preferential transfers, and except that
      no
      representation is made herein regarding the enforceability of Pubco’s
      obligations to provide indemnification and contribution remedies under the
      securities laws and (ii) subject to the limitations imposed by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).





(d)
      None
      of the execution and delivery of, or performance by Pubco under this Agreement
      or any of the other Pubco Transaction Documents or the consummation of the
      transactions herein or therein contemplated conflicts with or violates, or
      will
      result in the creation or imposition of, any lien, charge or other encumbrance
      upon any of the assets of Pubco under any agreement or other instrument to
      which
      Pubco is a party or by which Pubco or its assets may be bound, or any term
      of
      the certificate of incorporation or by-laws of Pubco, or any license, permit,
      judgment, decree, order, statute, rule or regulation applicable to Pubco or
      any
      of its assets, except in the case of a conflict, violation, lien, charge or
      other encumbrance (except with respect to Pubco’s certificate of incorporation
      or by-laws) which would not,
      or
      could not reasonably be expected to, have a Pubco Material Adverse
      Effect .





(e)
      As of
      the date of the First Closing, Pubco will have the authorized and outstanding
      capital stock as set forth under the heading “Capitalization” in the Memorandum.
      All outstanding shares of capital stock of Pubco are duly authorized, validly
      issued and outstanding, fully paid and nonassessable. Except as described in
      the
      Memorandum, as of the date of the First Closing: (i) there will be no
      outstanding options, stock subscription agreements, warrants or other rights
      permitting or requiring Pubco or others to purchase or acquire any shares of
      capital stock or other equity securities of Pubco or to pay any dividend or
      make
      any other distribution in respect thereof; (ii) there will be no securities
      issued or outstanding which are convertible into or exchangeable for any of
      the
      foregoing and there are no contracts, commitments or understandings, whether
      or
      not in writing, to issue or grant any such option, warrant, right or convertible
      or exchangeable security; (iii) no shares of stock or other securities of Pubco
      are reserved for issuance for any purpose; (iv) there will be no voting trusts
      or other contracts, commitments, understandings, arrangements or restrictions
      of
      any kind with respect to the ownership, voting or transfer of shares of stock
      or
      other securities of Pubco, including, without limitation, any preemptive rights,
      rights of first refusal, proxies or similar rights, and (v) no person holds
      a
      right to require Pubco to register any securities of Pubco under the Act or
      to
      participate in any such registration. As of the date of the First Closing,
      the
      issued and outstanding shares of capital stock of Pubco will conform in all
      material respects to all statements in relation thereto contained in the
      Memorandum and the Memorandum describes all material terms and conditions
      thereof. All issuances by Pubco of its securities have been, at the times of
      their issuance, exempt from registration under the Act and any applicable state
      securities laws.


7




(f)
      Immediately prior to the First Closing, the shares of Common Stock underlying
      the Units, the Warrants, the Warrant Shares, the Agent Warrants and the Agent
      Warrant Shares will have been duly authorized and, when issued and delivered
      against payment therefor as provided in the Pubco Transaction Documents, will
      be
      validly issued, fully paid and nonassessable. No holder of any of the shares
      of
      Common Stock underlying the Units, the Warrants, the Warrant Shares, the Agent
      Warrants or the Agent Warrant Shares will be subject to personal liability
      solely by reason of being such a holder, and except as described in the
      Memorandum, none of the shares of Common Stock underlying the Units, the
      Warrants, the Warrant Shares, the Agent Warrants or the Agent Warrant
      Shares **** are
      subject to preemptive or similar rights of any stockholder or security holder
      of
      Pubco or an adjustment under the antidilution or exercise rights of any holders
      of any outstanding shares of capital stock, options, warrants or other rights
      to
      acquire any securities of Pubco. Immediately prior to the First Closing, a
      sufficient number of authorized but unissued shares of Common Stock will have
      been reserved for issuance upon the exercise of the Warrants and the Agent
      Warrants.





(g)
      No
      consent, authorization or filing of or with any court or governmental authority
      is required in connection with the issuance or the consummation of the
      transactions contemplated herein or in the other Pubco Transaction Documents,
      except for required filings with the SEC and the applicable state securities
      commissions relating specifically to the Offering (all of which filings will
      be
      duly made by, or on behalf of, Pubco), other than those which are required
      to be
      made after the First Closing (all of which will be duly made on a timely basis).





(h)
      Subsequent to the respective dates as of which information is given in the
      Memorandum, Pubco has operated its business in the ordinary course and, except
      as may otherwise be set forth in the Memorandum, there has been no: (i) Pubco
      Material Adverse Effect; (ii) transaction otherwise than in the ordinary
      course of business consistent with past practice; (iii) issuance of any
      securities (debt or equity) or any rights to acquire any such securities other
      than pursuant to equity incentive plans approved by its Board of Directors;
      (iv)
      damage, loss or destruction, whether or not covered by insurance, with respect
      to any asset or property of Pubco; or (v) agreement to permit any of the
      foregoing.





(i)
      Except as set forth in the Memorandum, there are no actions, suits, claims,
      hearings or proceedings pending before any court or governmental authority
      or,
      to the knowledge of Pubco, threatened, against Pubco, or involving its assets
      or
      any of its officers or directors (in their capacity as such) which, if
      determined adversely to Pubco or such officer or director, could not reasonably
      be expected to have a Pubco Material Adverse Effect or adversely affect the
      transactions contemplated by this Agreement or the Merger Agreement or the
      enforceability thereof.





(j)
      Pubco
      is not obligated to pay, and has not obligated the Placement Agent to pay,
      a
      finder’s or origination fee in connection with the Offering (other than to the
      Placement Agent), and hereby agrees to indemnify the Placement Agent from any
      such claim made by any other person as more fully set forth in Section 8 hereof.
      Pubco has not offered for sale or solicited offers to purchase the Units except
      for negotiations with the Placement Agent. Except as set forth in the
      Memorandum, no other person has any right to participate in any offer, sale
      or
      distribution of Pubco’s securities to which the Placement Agent’s rights,
      described herein, shall apply.


8





(k)
      Neither the sale of the Units by Pubco nor its use of the proceeds thereof
      will
      violate the Trading with the Enemy Act, as amended, or any of the foreign assets
      control regulations of the United States Treasury Department (31 CFR, Subtitle
      B, Chapter V, as amended) or any enabling legislation or executive order
      relating thereto. Without limiting the foregoing, Pubco is not (a) a person
      whose property or interests in property are blocked pursuant to Section 1 of
      Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting
      Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism
      (66 Fed. Reg. 49079 (2001)) or (b) a person who engages in any dealings or
      transactions, or be otherwise associated, with any such person. Pubco and its
      subsidiaries, if any, are in compliance, in all material respects, with the
      USA
      Patriot Act of 2001 (signed into law October 26, 2001).




(l)
      Until
      the earlier of (i) the Termination Date and (ii) the Final Closing (as
      hereinafter defined), Pubco will not issue any press release, grant any
      interview, or otherwise communicate with the media in any manner whatsoever
      with
      respect to the Offering without the Placement Agent’s prior written consent,
      which consent will not unreasonably be withheld or delayed.





(m)
      For
      the benefit of the Placement Agent, Pubco hereby incorporates by reference
      all
      of the representations and warranties contained in Article III, and its
      covenants contained in Article IV, of the Merger Agreement,
      in each case with the same force and effect as if specifically set forth herein





2B. Representations,
      Warranties and Covenants of Placement Agent .
      The Placement
      Agent hereby represents and warrants to the Company that the following
      repres entations
      and warranties are true and correct as of the date of this
      Agreement:




(a)
      The
      Placement Agent is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and has all requisite corporate
      power and authority to enter into this Agreement and to carry out and perform
      its obligations under the terms of this Agreement.





(b)
      This
      Agreement has been duly authorized, executed and delivered by the Placement
      Agent, and upon due execution and delivery by the Company, this Agreement will
      be a valid and binding agreement of the Placement Agent enforceable against
      it
      in accordance with its terms, except as may be limited by principles of public
      policy and, as to enforceability, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws relating to or affecting creditor’s
      rights from time to time in effect and subject to general equity
      principles.





(c)
      The
      Placement Agent is a member of FINRA and is registered as a broker-dealer under
      the Exchange Act (as defined below), and under the securities acts of each
      state
      into which it is making offers or sales of the Units. None of
      the Placement Agent or its affiliates, or any person acting on behalf of the
      foregoing (other than Pubco, KnowFat, its or their affiliates or any person
      acting on its or their behalf, in respect of which no representation is made)
      has taken nor will it take any action that conflicts with the conditions and
      requirements of, or that would make unavailable with respect to the Offering,
      the exemption(s) from registration available pursuant to Rule 506 of Regulation
      D, Rule 903 of Regulation S or Section 4(2) of the Act, or knows of any reason
      why any such exemption would be otherwise unavailable to it.





(d)
      None
      of the Placement Agent or its affiliates, or any person acting on behalf of
      the
      foregoing, has engaged or will engage in any Directed Selling Efforts (as such
      term is defined in Regulation S).


9





(e)
      Any
      offer or solicitation of an offer to buy Units made by the Placement Agent
      or
      its affiliates, or any person acting on behalf of the foregoing, in reliance
      on
      Rule 903 of Regulation S and in reliance upon similar exemptions from
      registration available under applicable state securities laws, was made outside
      of the United States exclusively to persons or entities that were, and are
      at
      the time of the delivery of the Units, not a U.S. Person (as such term is
      defined in Regulation S) and were, and are at the time of the delivery of the
      Units, not acting for the account or benefit of a person in the United States
      or
      a U.S. Person.





3.  Placement
      Agent Compensation .




(a)
      In
      connection with the Offering, the Company will pay a cash fee (the “ **Agent
      Cash Fee** ”)
      to the
      Placement Agent at each Closing equal to 10% of the gross proceeds from the
      sale
      of the Units consummated at such Closing. The Agent Fee shall not be paid on
      the
      conversion of Pubco Notes (as defined in the Memorandum) into Units as
      contemplated in the Offering.





(b)
      As
      additional compensation at each Closing the Company will issue to the Placement
      Agent (or its designee(s)) for nominal consideration, warrants (the
“ **Agent
      Warrants;** ”
the
      Agent Cash Fee and Agent Warrants are sometimes referred to herein collectively
      as “ **Agent
      Compensation** ”)
      to
      purchase shares of Common Stock (the shares of Common Stock issuable upon
      exercise of the Agent Warrants are hereinafter referred to as the “ **Agent
      Warrant Shares** ”
and
      the
      Agent Warrants and the Agent Warrant Shares are collectively referred to as
      the
“ **Agent
      Securities** ”).
      The
      Agent Warrants shall be exercisable for that number of shares of Common Stock
      equaling 20% of the Units sold in the Offering and shall have an exercise price
      equal to the offering price of the Units. The Agent’s Warrants shall be
      exercisable until the date that is seven (7) years after issuance and shall
      contain customary weighted average anti-dilution price protection provisions
      and
      immediate cashless exercise provisions.




(c)
      At
      Closing, the Company will pay the Placement Agent a non-accountable expense
      allowance not to exceed Two Hundred Twenty Five Thousand Dollars ($225,000),
      which shall be paid at the First Closing (the **“Agent
      Expense Allowance”** ).





(d)
      The
      Company shall also pay and issue to the Placement Agent the Agent Compensation
      calculated according to the percentages set forth in Sections 3(a) and (b)
      of
      this Agreement, if any person or entity contacted by the Placement Agent in
      connection with the Offering invests in the Company (the “ **Post-Closing
      Investors** ”)
      at any
      time prior to the date that is twelve (12) months after the Termination Date
      or
      the Final Closing, whichever is applicable, regardless of whether such
      Post-Closing Investor purchased Units in the Offering. If an
      event or transaction shall occur that would entitle the Placement Agent to
      receive both the Agent Compensation and the Finder’s Fee (as such term is
      defined below), then the Placement Agent shall have the right to elect which
      fee
      it shall receive in full satisfaction of the Company’s obligations pursuant to
      this Section 3(d) and the Finder’s Agreement, as described in Section 3(e)
      below. In that regard, the Placement Agent shall provide a written list of
      all
      investors that it contacted in connection with the Offering within 20 business
      days of the later to occur of the Termination Date or the Final
      Closing.




(e)
      At
      the First Closing, the Company and the Placement Agent shall enter into a
      non-exclusive Finder’s Fee Agreement (the “ **Finder’s
      Agreement** ”),
      which
      will provide that, during the five-year period following the later of the
      Termination Date or the First Closing, if the Company or any of its affiliates
      shall enter into any of the transactions enumerated in the Finder’s Agreement
      with any party introduced to the Company by the Placement Agent, directly or
      indirectly, then the Company shall pay or cause to be paid to the Placement
      Agent a cash finder’s fee (the “ **Finder’s
      Fee** ”)
      payable in cash at the closing of such transaction, equal to 7% of the first
      $1
      million of consideration paid by or to the Company, plus 6% of the next $1
      million of consideration paid by or to the Company, plus 5% of the next $5
      million of the consideration paid by or to the Company, plus 4% of the next
      $1
      million paid by or to the Company, plus 3% of the next $1 million paid by or
      to
      the Company, plus 2.5% of any consideration paid by or to the Company in excess
      of $9 million; provided, however, that the Placement Agent will not be entitled
      to a finder's fee for any Significant Corporate Transaction entered into with
      any party with whom the Company had a pre-existing relationship prior to the
      date of any proposed introduction and who was not introduced to the Company
      by
      the Placement Agent. In addition, the Company must agree to have the Placement
      Agent facilitate any proposed introduction in advance in order for the Placement
      Agent to be entitled to a finder's fee. A "Significant Corporate Transaction"
      shall include mergers, acquisitions, joint ventures and any other business
      combination consummated by the Company.


10





(f)
      To
      the extent there is more than one Closing, payment of the proportional amount
      of
      the Agent Cash Fee will be made out of the proceeds of subscriptions for the
      Units sold at each Closing and Agent Warrants shall be issued at each Closing.





4.  Subscription
      and Closing Procedures.




(a)
      KnowFat and Pubco shall cause to be delivered to the Placement Agent copies
      of
      the Memorandum and has consented, and hereby consents, to the use of such copies
      for the purposes permitted by the Act and applicable securities laws and in
      accordance with the terms and conditions of this Agreement, and hereby
      authorizes the Placement Agent and its agents and employees to use the
      Memorandum in connection with the sale of the Units until the earlier of (i)
      the
      Termination Date or (ii) the Final Closing, and no person or entity is or will
      be authorized to give any information or make any representations other than
      those contained in the Memorandum or to use any offering materials other than
      those contained in the Memorandum in connection with the sale of the
      Units.




(b)
      KnowFat and Pubco shall make available to the Placement Agent and its
      representatives such information as may be reasonably requested in making a
      reasonable investigation of KnowFat and Pubco and their respective affairs
      and
      shall provide access to such employees during normal business hours as shall
      be
      reasonably requested by the Placement Agent.




(c)
      Each
      prospective purchaser will be required to complete and execute two (2) original
      omnibus signature pages, for each of the Subscription Agreement and the
      Registration Rights Agreement (the “ **Subscription**  **Documents** ”),
      which
      will be forwarded or delivered to the Placement Agent at the Placement Agent’s
      offices at the address set forth in Section 12 hereof, together with the
      subscriber’s check or other good funds in the full amount of the purchase price
      for the number of Units desired to be purchased.





(d)
      All
      funds for subscriptions received from the Offering will be promptly forwarded
      by
      the Placement Agent and deposited into a non-interest bearing escrow account
      (the “ **Escrow
      Account** ”)
      established for such purpose with Signature Bank (the “ **Escrow
      Agent** ”).
      All
      such funds for subscriptions will be held in the Escrow Account pursuant to
      the
      terms of an escrow agreement among Pubco, the Placement Agent and the Escrow
      Agent. The Company will pay all fees related to the establishment and
      maintenance of the Escrow Account. Subject to the receipt of subscriptions
      for
      the Minimum Amount, the Company will either accept or reject, for any or no
      reason, the Subscription Documents in a timely fashion and at each Closing
      will
      countersign the Subscription Documents and provide duplicate copies of such
      documents to the Placement Agent for distribution to the subscribers. The
      Company will give notice to the Placement Agent of its acceptance of each
      subscription. The Company, or the Placement Agent on the Company’s behalf, will
      promptly return to subscribers incomplete, improperly completed, improperly
      executed and rejected subscriptions and give written notice thereof to the
      Placement Agent upon such return.




11




(e)
      If
      subscriptions for at least the Minimum Amount have been accepted prior to the
      Termination Date, the funds therefor have been collected by the Escrow Agent
      and
      all of the conditions set forth elsewhere in this Agreement are fulfilled,
      a
      closing shall be held promptly with respect to Units sold (the “ **First
      Closing** ”).
      Thereafter, the remaining Units will continue to be offered and sold until
      the
      Termination Date. Additional closings (“ **Closings** ”)
      may
      from time to time be conducted at times mutually agreed to between the Placement
      Agent and the Company with respect to additional Units sold, with the final
      closing (“ **Final
      Closing** ”)
      to
      occur within 10 days after the earlier of the Termination Date and the date
      on
      which the Maximum Amount has been subscribed for. Delivery of payment for the
      accepted subscriptions for Units from the funds held in the Escrow Account
      will
      be made at each Closing at the Placement Agent’s offices against delivery of the
      Units by the Company at the address set forth in Section 12 hereof (or at
      such other place as may be mutually agreed upon between the Company and the
      Placement Agent), net of amounts due to the Placement Agent and its Blue Sky
      counsel as of such Closing. Executed certificates for the shares of Common
      Stock
      and Warrants constituting the Units and the Agent’s Warrants will be in such
      authorized denominations and registered in such names as the Placement Agent
      may
      request on or before the date of each Closing (“ **Closing
      Date** ”),
      and
      will be made available to the Placement Agent for checking and packaging at
      the
      Placement Agent’s office at each Closing.




(f)
      If
      Subscription Documents for the Minimum Amount have not been received and
      accepted by the Company on or before the Termination Date for any reason, the
      Offering will be terminated, no Units will be sold, and the Escrow Agent will,
      at the request of the Placement Agent, cause all monies received from
      subscribers for the Units to be promptly returned to such subscribers without
      interest, penalty, expense or deduction.





5.  Further
      Covenants .
      KnowFat
      and Pubco hereby covenant and agree that:





(a)  Except
      upon prior written notice to the Placement Agent, neither KnowFat nor Pubco
      shall, at any time prior to the Final Closing, knowingly take any action which
      would cause any of the representations and warranties made by it in this
      Agreement not to be complete and correct in all material respects on and as
      of
      each Closing Date with the same force and effect as if such representations
      and
      warranties had been made on and as of each such date (except to the extent
      any
      representation or warranty relates to an earlier date).




(b)  If,
      at
      any time prior to the Final Closing, any event shall occur that causes (i)
      a KF
      Material Adverse Effect or (ii) a Pubco Material Adverse Effect, either of
      which
      as a result it becomes necessary to amend or supplement the Memorandum so that
      the representations and warranties herein remain true and correct in all
      material respects, or in case it shall be necessary to amend or supplement
      the
      Memorandum to comply with Regulation D or any other applicable securities laws
      or regulations, either KnowFat or Pubco, as applicable, will promptly notify
      the
      Placement Agent and shall, at its sole cost, prepare and furnish to the
      Placement Agent copies of appropriate amendments and/or supplements in such
      quantities as the Placement Agent may reasonably request. Neither KnowFat nor
      Pubco will at any time before the Final Closing prepare or use any amendment
      or
      supplement to the Memorandum of which the Placement Agent will not previously
      have been advised and furnished with a copy, or which is not in compliance
      in
      all material respects with the Act and other applicable securities laws. As
      soon
      as KnowFat or Pubco is advised thereof, KnowFat or Pubco, as applicable, will
      advise the Placement Agent and its counsel, and confirm the advice in writing,
      of any order preventing or suspending the use of the Memorandum, or the
      suspension of any exemption for such qualification or registration thereof
      for
      offering in any jurisdiction, or of the institution or threatened institution
      of
      any proceedings for any of such purposes, and KnowFat and Pubco, as applicable,
      will use their best efforts to prevent the issuance of any such order and,
      if
      issued, to obtain as soon as reasonably possible the lifting
      thereof.


12




(c)  KnowFat
      and Pubco shall comply with the Act, the Securities Exchange Act of 1934, as
      amended (the “ **Exchange
      Act** ”),
      and
      the rules and regulations thereunder, all applicable state securities laws
      and
      the rules and regulations thereunder in the states in which Placement Agent's
      Blue Sky counsel has advised the Placement Agent, KnowFat and/or Pubco that
      the
      Units are qualified or registered for sale or exempt from such qualification
      or
      registration, so as to permit the continuance of the sales of the Units, and
      will file or cause to be filed with the SEC, and shall promptly thereafter
      forward or cause to be forwarded to the Placement Agent, any and all reports
      on
      Form D as are required.




(d)  Pubco
      shall use best efforts to qualify the Units for sale under the securities laws
      of such jurisdictions in the United States as may be mutually agreed to by
      KnowFat, Pubco and the Placement Agent, and Pubco will make or cause to be
      made
      such applications and furnish information as may be required for such purposes,
      provided that Pubco will not be required to qualify as a foreign corporation
      in
      any jurisdiction or execute a general consent to service of process. Pubco
      will,
      from time to time, prepare and file such statements and reports as are or may
      be
      required to continue such qualifications in effect for so long a period as
      the
      Placement Agent may reasonably request with respect to the
      Offering.




(e)  The
      Company shall place a legend on the certificates representing the Shares,
      Warrants and the Agent Warrants that the securities evidenced thereby have
      not
      been registered under the Act or applicable state securities laws, setting
      forth
      or referring to the applicable restrictions on transferability and sale of
      such
      securities under the Act and applicable state laws.




(f)  The
      Company shall apply the net proceeds from the sale of the Units for the purposes
      substantially as described under the “Use of Proceeds” section of the
      Memorandum. Except as set forth in the Memorandum, the Company shall not use
      any
      of the net proceeds of the Offering to repay indebtedness to officers (other
      than accrued salaries incurred in the ordinary course of business), directors
      or
      stockholders of the Company without the prior written consent of the Placement
      Agent.




(g)  During
      the Offering Period, KnowFat or Pubco, as applicable, shall afford each
      prospective purchaser of Units the opportunity to ask questions of and receive
      answers from an officer of KnowFat or Pubco concerning the terms and conditions
      of the Offering and the opportunity to obtain such other additional information
      necessary to verify the accuracy of the Memorandum to the extent KnowFat or
      Pubco possesses such information or can acquire it without unreasonable
      expense.




(h)  Except
      with the prior written consent of the Placement Agent, KnowFat and Pubco shall
      not, at any time prior to the earlier of the Final Closing or the Termination
      Date, except as contemplated by the Memorandum (i) engage in or commit to engage
      in any transaction outside the ordinary course of business as described in
      the
      Memorandum, (ii) issue, agree to issue or set aside for issuance any securities
      (debt or equity) or any rights to acquire any such securities, (iii) incur,
      outside the ordinary course of business, any material indebtedness, (iv) dispose
      of any material assets, (v) make any material acquisition or (vi) change its
      business or operations.




(i)  The
      Company shall pay all reasonable expenses incurred in connection with the
      preparation and printing of all necessary offering documents and instruments
      related to the Offering and the issuance of the Shares, the Warrants and the
      Agent Warrants and will also pay the Company's own expenses for accounting
      fees,
      legal fees and other costs involved with the Offering. The Company will provide
      at its own expense such quantities of the Memorandum and other documents and
      instruments relating to the Offering as the Placement Agent may reasonably
      request **.** In
      addition, the Company shall pay all filing fees, costs and legal fees for Blue
      Sky services and related filings and expenses of the Placement Agent’s counsel
      with respect to Blue Sky exemptions not to exceed $15,000 for legal fees
      (exclusive of filing fees, costs and disbursements), $7,500 of which shall
      be
      paid to the Placement Agent’s counsel by KnowFat upon execution of this
      Agreement for legal fees in connection with obtaining Blue Sky exemptions and
      additional amounts, if any, which shall be paid at any Closing, as applicable.
      The Blue Sky filings shall be prepared by the Placement Agent’s counsel for the
      Company’s account. Further,
      as promptly as practicable after the Closing, the Company shall prepare, at
      its
      own expense, velobound "closing binders" relating to the Offering and will
      distribute such binders to the individuals designated by counsel to the
      Placement Agent.


13




(j)  Until
      the
      earlier of the Termination Date or the Final Closing , neither KnowFat nor
      Pubco
      nor any person or entity acting on such persons’ behalf will negotiate with any
      other placement agent or underwriter with respect to a private or public
      offering of such entity’s debt or equity securities. Neither KnowFat nor Pubco
      nor anyone acting on such persons’ behalf will, until the earlier of the
      Termination Date or the Final Closing, without the prior written consent of
      the
      Placement Agent, offer for sale to, or solicit offers to subscribe for Shares
      from, or otherwise approach or negotiate in respect thereof with, any other
      person.




(k)  Effective
      with the First Closing, Placement Agent shall have a right of first negotiation
      (“Right of Negotiation”) to act as lead placement agent on any subsequent
      private placement of the Company's securities for a period of three years from
      such effectiveness.




(l)  Effective
      with the First Closing, the Company will, at Placement Agent’s option and if so
      requested by Placement Agent, recommend and use its best efforts to elect one
      designee of Placement Agent, at the option of Placement Agent, as a member
      of
      its Board of Directors; such designee, if elected or appointed, shall attend
      meetings of the Board and receive no more or less compensation than is paid
      to
      other non-management directors of the Company and shall be entitled to receive
      reimbursement for all reasonable costs incurred in attending such meetings
      including, but not limited to, food, lodging and transportation. To the extent
      permitted by law, the Company will agree to indemnify Placement Agent’s designee
      for the actions of such designee as a director of the Company. In the event
      the
      Company maintains a liability insurance policy affording coverage for the acts
      of its officers and directors, it will agree to include Placement Agent’s
      designee as an insured under such policy. If Placement Agent does not exercise
      its option to designate such member of the Company's Board of Directors,
      Placement Agent shall nonetheless have the right to send a representative (who
      need not be the same individual from meeting to meeting) to observe each meeting
      of the Board of Directors. The Company agrees to give Placement Agent notice
      of
      each such meeting (or copies of any consents in lieu of meetings) and to provide
      Placement Agent with an agenda and minutes of the meeting no later than it
      gives
      such notice and provides such items to the directors.




6.  Conditions
      of Placement Agent’s Obligations .
      The
      obligations of the Placement Agent hereunder to effect a Closing are subject
      to
      the fulfillment, at or before each Closing, of the following additional
      conditions:




(a)  Each
      of
      the representations and warranties made by KnowFat and Pubco qualified as to
      materiality shall be true and correct at all times prior to and on each Closing
      Date, except to the extent any such representation or warranty expressly speaks
      as of an earlier date, in which case such representation or warranty shall
      be
      true and correct as of such earlier date, and the representations and warranties
      made by KnowFat and Pubco not qualified as to materiality shall be true and
      correct in all material respects at all times prior to and on each Closing
      Date,
      except to the extent any such representation or warranty expressly speaks as
      of
      an earlier date, in which case such representation or warranty shall be true
      and
      correct in all material respects as of such earlier date.




(b)  KnowFat
      and Pubco shall have performed and complied in all material respects with all
      agreements, covenants and conditions required to be performed and complied
      with
      by it at or before the Closing.




14




(c) The
      Memorandum did not, and as of the date of any amendment or supplement thereto
      will not, include any untrue statement of a material fact or omit to state
      any
      material fact necessary in order to make the statements therein, in light of
      the
      circumstances under which they were made, not misleading.




(d)  No
      order
      suspending the use of the Memorandum or enjoining the Offering or sale of the
      Units shall have been issued, and no proceedings for that purpose or a similar
      purpose shall have been initiated or pending, or, to the best of KnowFat’s and
      Pubco’ knowledge, be contemplated or threatened.




(e)  The
      Placement Agent shall have received a certificate of the Chief Executive Officer
      of each of KnowFat and Pubco, dated as of the Closing Date, certifying, as
      to
      the fulfillment of the conditions set forth in subparagraphs (a), (b), (c)
      and
      (d) above.




(f)  KnowFat
      and Pubco shall have delivered to the Placement Agent: (i) a good standing
      certificate dated as of a date within 10 days prior to the Closing Date from
      the
      secretary of state of its jurisdiction of incorporation; and (ii) resolutions
      of
      KnowFat's and Pubco's Board of Directors approving this Agreement and the
      transactions and agreements contemplated by this Agreement, the Merger Agreement
      and the Memorandum, certified by the Chief Executive Officer of KnowFat and
      Pubco, and (iii) resolutions of KnowFat's and KnowFat Acquisition Corp.’s
      shareholders approving the Merger Agreement and the transactions and agreements
      contemplated by the Merger Agreement.




(g)  At
      each
      Closing, the Company shall pay and/or issue to the Placement Agent the Agent
      Compensation and Agent Expense Allowance earned in such Closing.




(h)  KnowFat
      shall deliver to the Placement Agent a signed opinion of Robinson Cole, counsel
      to KnowFat, dated as of the Closing Date, substantially in the form annexed
      hereto as Exhibit A-1. Pubco shall deliver to the Placement Agent a signed
      opinion of Gottbetter & Partners, LLP, counsel to Pubco, dated as of the
      Closing Date, substantially in the form annexed hereto as Exhibit A-2.




(i)  All
      proceedings taken at or prior to the Closing in connection with the
      authorization, issuance and sale of the Shares, the Warrants and the Agent
      Warrants will be reasonably satisfactory in form and substance to the Placement
      Agent and its counsel, and such counsel shall have been furnished with all
      such
      documents, certificates and opinions as it may reasonably request upon
      reasonable prior notice in connection with the transactions contemplated
      hereby.




(j)  The
      Merger Agreement shall have been consummated.




(k)  Lock-up
      agreements with all of the Company’s executive officers, directors and key
      employees, in form and substance reasonably acceptable to the Placement Agent
      and consistent with the terms set forth in the Memorandum, shall have been
      executed and delivered to the Placement Agent.




(l)  If
      requested by the Placement Agent, a registration rights agreement, in form
      and
      substance reasonably acceptable to the Placement Agent, shall be executed and
      delivered by the Company, covering the Agent Warrant Shares.




7.  Conditions
      of Pubco’s and KnowFat’s Obligations .
      The
      obligations of Pubco and KnowFat hereunder to effect a Closing are subject
      to
      each of the representations and warranties made by Placement Agent herein being
      true and correct as of each Closing Date.


15





7A. Mutual
      Condition .
      The
      obligations of the Placement Agent, KnowFat and Pubco hereunder are subject
      to
      the execution by each investor of a Subscription Agreement in form and substance
      acceptable to the Placement Agent and the Company.





8.  Indemnification .





(a)  Pubco
      and
      KnowFat jointly and severally will: (i) indemnify and hold harmless the
      Placement Agent, its agents and their respective officers, directors, employees,
      selected dealers and each person, if any, who controls the Placement Agent
      within the meaning of the Act and such agents (each an “ **Indemnitee** ”
or
      a
      " **Placement
      Agent Party** ")
      against, and pay or reimburse each Indemnitee for, any and all losses, claims,
      damages, liabilities or expenses whatsoever (or actions or proceedings or
      investigations in respect thereof), joint or several (which will, for all
      purposes of this Agreement, include, but not be limited to, all reasonable
      costs
      of defense and investigation and all reasonable attorneys’ fees, including
      appeals), to which any Indemnitee may become subject (x) under the Act or
      otherwise, in connection with the offer and sale of the Units and
      (y) as a
      result of the breach of any representation, warranty or covenant made by either
      KnowFat or Pubco herein, regardless of whether such losses, claims, damages,
      liabilities or expenses shall result from any claim by any Indemnitee or by
      any
      third party; and (ii)
      reimburse each Indemnitee for any legal or other expenses reasonably incurred
      in
      connection with investigating or defending against any such loss, claim, action,
      proceeding or investigation; *provided* , *however* ,
      that
      Pubco and KnowFat will not be liable in any such case to the extent that any
      such claim, damage or liability is finally judicially determined to have
      resulted exclusively from (A) an untrue statement or alleged untrue statement
      of
      a material fact made in the Memorandum, or an omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading, made solely in reliance upon and in
      conformity with written information furnished to Pubco and/or KnowFat by the
      Placement Agent specifically for use in the Memorandum or (B) any violations
      by
      the Placement Agent of the Act or state securities laws which does not result
      from a violation thereof by KnowFat, Pubco, or any of their respective
      affiliates. In addition to the foregoing agreement to indemnify and reimburse,
      Pubco and KnowFat jointly and severally will indemnify and hold harmless each
      Indemnitee against any and all losses, claims, damages, liabilities or expenses
      whatsoever (or actions or proceedings or investigations in respect thereof),
      joint or several (which shall, for all purposes of this Agreement, include,
      but
      not be limited to, all reasonable costs of defense and investigation and all
      reasonable attorneys' fees, including appeals) to which any Indemnitee may
      become subject insofar as such costs, expenses, losses, claims, damages or
      liabilities arise out of or are based upon the claim of any person or entity
      that he or it is entitled to broker’s or finder’s fees from any Indemnitee in
      connection with the Offering, other than fees due to the Placement Agent. The
      foregoing indemnity agreements will be in addition to any liability Pubco and
      KnowFat may otherwise have.





(b)  The
      Placement Agent will indemnify and hold harmless Pubco and KnowFat, their
      respective officers, directors, and each person, if any, who controls such
      entity within the meaning of the Act against, and pay or reimburse any such
      person for, any and all losses, claims, damages, liabilities or expenses
      whatsoever (or actions, proceedings or investigations in respect thereof) to
      which Pubco or KnowFat or any such person may become subject under the Act
      or
      otherwise, whether such losses, claims, damages, liabilities or expenses shall
      result from any claim of Pubco, KnowFat or any such person who controls Pubco
      or
      KnowFat within the meaning of the Act or by any third party, but only to the
      extent that
      such
      losses, claims, damages or liabilities are based upon any untrue statement
      or
      alleged untrue statement of any material fact contained in the Memorandum made
      in reliance upon and in conformity with information contained in the Memorandum
      relating to the Placement Agent, or an omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, in either case, if made or omitted in
      reliance upon and in conformity with written information furnished to Pubco
      or
      KnowFat by the
      Placement Agent, specifically for use in the preparation thereof. The Placement
      Agent will reimburse the Company or any such person for any legal or other
      expenses reasonably incurred in connection with investigating or defending
      against any such loss, claim, damage, liability or action, proceeding or
      investigation to which such indemnity obligation applies. The foregoing
      indemnity agreements are in addition to any liability which the Placement Agent
      may otherwise have.


16





(c)
      Promptly after receipt by an indemnified party under this Section 8 of notice
      of
      the commencement of any action, claim, proceeding or investigation (the
“ **Action** ”),
      such
      indemnified party, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 8, will notify the indemnifying party
      of
      the commencement thereof, but the omission to so notify the indemnifying party
      will not relieve it from any liability that it may have to any indemnified
      party
      under this Section 8 unless the indemnifying party has been substantially
      prejudiced by such omission. The indemnifying party will be entitled to
      participate in and, to the extent that it may wish, jointly with any other
      indemnifying party, to assume the defense thereof subject to the provisions
      herein stated, with counsel reasonably satisfactory to such indemnified party.
      The indemnified party will have the right to employ separate counsel in any
      such
      Action and to participate in the defense thereof, but the fees and expenses
      of
      such counsel will not be at the expense of the indemnifying party if the
      indemnifying party has assumed the defense of the Action with counsel reasonably
      satisfactory to the indemnified party, provided , however ,
      that if
      the indemnified party shall be requested by the indemnifying party to
      participate in the defense thereof or shall have concluded in good faith and
      specifically notified the indemnifying party either that there may be specific
      defenses available to it that are different from or additional to those
      available to the indemnifying party or that such Action involves or could have
      a
      material adverse effect upon it with respect to matters beyond the scope of
      the
      indemnity agreements contained in this Agreement, then the counsel representing
      it, to the extent made necessary by such defenses, shall have the right to
      direct such defenses of such Action on its behalf and in such case the
      reasonable fees and expenses of such counsel in connection with any such
      participation or defenses shall be paid by the indemnifying party. No settlement
      of any Action against an indemnified party will be made without the consent
      of
      the indemnifying party and the indemnified party, which consent shall not be
      unreasonably withheld or delayed in light of all factors of importance to such
      party, and no indemnifying party shall be liable to indemnify any person for
      any
      settlement of any such claim effected without such indemnifying party’s
      consent.





9.  Contribution .
      To
      provide for just and equitable contribution, if: (i) an indemnified party makes
      a claim for indemnification pursuant to Section 8 hereof and it is finally
      determined, by a judgment, order or decree not subject to further appeal that
      such claims for indemnification may not be enforced, even though this Agreement
      expressly provides for indemnification in such case; or (ii) any
      indemnified or indemnifying party seeks contribution under the Act, the Exchange
      Act, or otherwise, then each indemnifying party shall contribute to such amount
      paid or payable by such indemnified party in such proportion as is appropriate
      to reflect not only such relative benefits but also the relative fault of the
      Company on the one hand and the Placement Agent on the other in connection
      with
      the statements or omissions which resulted in such losses, claims, damages,
      liabilities or expenses (or actions in respect thereof), as well as any other
      relevant equitable considerations. The relative benefits received by the Company
      on the one hand and the Placement Agent on the other shall be deemed to be
      in
      the same proportion as the total net proceeds from the Offering (before
      deducting expenses) received by the Company bear to the total Agent Cash Fees
      received by the Placement Agent. The relative fault, in the case of an untrue
      statement, alleged untrue statement, omission or alleged omission will be
      determined by, among other things, whether such statement, alleged statement,
      omission or alleged omission relates to information supplied by the Company
      or
      by the Placement Agent, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement, alleged
      statement, omission or alleged omission. The Company and the Placement Agent
      agree that it would be unjust and inequitable if the respective obligations
      of
      the Company and the Placement Agent for contribution were determined by *pro*  *rata* allocation of the aggregate losses, liabilities, claims, damages and expenses
      or
      by any other method or allocation that does not reflect the equitable
      considerations referred to in this Section 9. No person guilty of a fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Act) will be
      entitled to contribution from any person who is not guilty of such fraudulent
      misrepresentation. For purposes of this Section 9, each person, if any, who
      controls the Placement Agent within the meaning of the Act will have the same
      rights to contribution as the Placement Agent, and each person, if any, who
      controls the Company within the meaning of the Act will have the same rights
      to
      contribution as the Company, subject in each case to the provisions of this
      Section 9. Anything in this Section 9 to the contrary notwithstanding, no party
      will be liable for contribution with respect to the settlement of any claim
      or
      action effected without its written consent. This Section 9 is intended to
      supersede, to the extent permitted by law, any right to contribution under
      the
      Act, the Exchange Act or otherwise available.


17





10.  Termination .




(a)
      The
      Offering may be terminated by the Placement Agent at any time prior to the
      expiration of the Offering Period in the event that: (i) any of the
      representations, warranties or covenants of the KnowFat or Pubco contained
      herein or in the Memorandum shall prove to have been false or misleading in
      any
      material respect when actually made; (ii) KnowFat or Pubco shall have failed
      to
      perform any of its material obligations hereunder or under any other KnowFat
      Transaction Document, Pubco Transaction Document or any other transaction
      document; (iii) there shall occur any event, within the control of either
      KnowFat or Pubco, that could materially adversely affect the transactions
      contemplated hereunder or the ability of KnowFat or Pubco to perform hereunder;
      or (iv) the Placement Agent determines that it is reasonably likely that any
      of
      the conditions to Closing set forth herein will not, or cannot, be satisfied.
      In
      the event of any such termination by the Placement Agent pursuant to clauses
      (i), (ii) and (iii) of this Section 10(a), the Placement Agent shall be entitled
      to receive from the breaching party, within five (5) business days of the
      Termination Date, in addition to other rights and remedies it may have
      hereunder, at law or otherwise, an amount equal to the sum of: (x) the Agent
      Cash Fee calculated as if there had been a closing on the Minimum Amount, and
      (y) the Agent Expense Allowance (collectively, the “ **Termination
      Amount** ”).





(b)
      This
      Offering may be terminated by Pubco and KnowFat on a joint basis only at any
      time prior to the expiration of the Offering Period (i)
      in
      the event that the
      Placement Agent shall have failed to perform any of its material obligations
      hereunder, or ( ii)
      on
      account of the Placement Agent’s fraud, illegal or willful misconduct or gross
      negligence. In the
      event of any such termination by Pubco, the Placement Agent shall not be
      entitled to any amounts whatsoever except (i) as may be due under any indemnity
      or contribution obligation provided herein or any other KnowFat Transaction
      Document or Pubco Transaction Document, at law or otherwise and (ii) it shall
      retain any Agent Compensation and Agent Expense Allowance received for Closings
      that occurred prior to the Termination Date.





(c)
      In
      the event Pubco or KnowFat unilaterally decides for any reason (other than
      pursuant to Section 10(b) above or Section 10(d) below) to terminate the
      Offering at any time prior to the First Closing (the “ **Unilateral
      Termination** ”),
      the
      Placement Agent shall be entitled to receive from the terminating party the
      Termination Amount **.** In
      addition, if within six (6) months after the Unilateral Termination, either
      Pubco or KnowFat conduct a public or private offering of its securities or
      enters into a letter of intent with respect to the foregoing, then upon the
      closing of any such transaction, the Placement Agent shall be entitled to
      receive from the terminating party an amount equal to the sum of: (x) the Agent
      Cash Fee calculated as if there had been a closing on the Maximum Amount and
      (y)
      the Agent Expense Allowance (the “ **Unilateral
      Termination Amount** ”); provided , however ,
      that if
      the Company has previously paid to the Placement Agent the Termination Amount,
      the Placement Agent shall be entitled to receive only such portion of the
      Unilateral Termination Amount that is in excess of the Termination Amount
      previously paid to the Placement Agent.


18





(d) This
      Offering may be terminated upon mutual agreement of Pubco, KnowFat and
      the
      Placement Agent at
      any
      time prior to the expiration of the Offering Period. If the Offering is
      terminated pursuant to this Section 10(d) or pursuant to Section 10(a)(iv),
      then
      the Company shall pay the Placement Agent any
      documented out of pocket expenses of the Placement Agent incurred through the
      date of such termination .





(e)
      Before any termination by the Placement Agent under Section 10(a) or by Pubco
      and KnowFat under Section 10(b) shall become effective, the terminating party
      shall give written notice to the other party of its intention to terminate
      the
      Offering (the “ **Termination
      Notice** ”).
      The
      Termination Notice shall specify the grounds for the proposed termination.
      If
      the specified grounds for termination, or their resulting adverse effect on
      the
      transactions contemplated hereby, are curable, then the other party shall have
      ten (10) days from the Termination Notice within which to remove such grounds
      or
      to eliminate all of their material adverse effects on the transactions
      contemplated hereby; otherwise, the Offering shall terminate.





(f)
      In
      the event that a majority of the KnowFat’s capital stock or assets is sold, or
      KnowFat is merged with or merges with or into another entity or otherwise
      combined with or acquired, or completes a public or private offering of its
      securities, or enters into a letter of intent or memorandum of understanding
      with respect to any of the foregoing, within one year after the Offering is
      terminated, then upon the closing of any such transaction, KnowFat or its
      successor shall pay the Placement Agent in cash, within five (5) business days
      of the closing of any such transaction, an amount equal to five percent (5%)
      of
      the total consideration received or receivable by KnowFat or any of its
      officers, directors or stockholders in connection with such transaction (the
      “ **Transaction
      Fee** ”); provided , however ,
      the
      Transaction Fee shall be payable only in the event that the Offering was
      terminated as a result of (i) any of the events set forth in clauses (i) -
      (iii) in Section 10(a) above or (ii) KnowFat’s determination not to continue
      with the Offering for any reason other than as a result of Placement Agent’s
      failure to perform any of its material obligations hereunder. Notwithstanding
      the foregoing, however, if an event or transaction shall occur that would
      entitle the Placement Agent to receive both the Termination Amount and the
      Transaction Fee, then the Placement Agent may elect which of the two such fees,
      but may elect only one of such fees, it shall collect from KnowFat. In the
      event
      that the Placement Agent has elected to receive the Termination Amount in
      accordance with this Section 10, and subsequently an event or transaction occurs
      that would have entitled the Placement Agent to receive a Transaction Fee in
      excess of such Termination Amount, then the Placement Agent may require KnowFat
      to pay it the difference between the Termination Amount already paid and the
      amount of the Transaction Fee to which it otherwise would have been entitled
      to
      receive from KnowFat.




(e)
      Upon
      any termination pursuant to this Section 10, the Placement Agent and Pubco
      will
      instruct Escrow Agent to cause all monies received with respect to the
      subscriptions for Units not accepted by the Company to be promptly returned
      to
      such subscribers without interest, penalty or deduction.





11.  Survival .




(a)
      The
      obligations of the parties to pay any costs and expenses hereunder and to
      provide indemnification and contribution as provided herein shall survive any
      termination hereunder. In addition, the provisions of Sections 3(d), and 10
      through 16 shall survive the sale of the Units or any termination of the
      Offering hereunder.





(b)
      The
      respective indemnities, covenants, representations, warranties and other
      statements of Pubco, KnowFat and the Placement Agent set forth in or made
      pursuant to this Agreement will remain in full force and effect, regardless
      of
      any investigation made by or on behalf of, and regardless of any access to
      information by, Pubco, KnowFat or the Placement Agent, or any of their officers
      or directors or any controlling person thereof, and will survive the sale of
      the
      Units or any termination of the Offering hereunder.


19





12.  Notices .
      All
      communications hereunder will be in writing and, except as otherwise expressly
      provided herein or after notice by one party to the other of a change of
      address, if sent to the Placement Agent, will be mailed, delivered or telefaxed
      and confirmed to Spencer Trask Ventures, Inc., 535 Madison Avenue,
      18 th Floor,
      New York, New York 10022, Attention: William P. Dioguardi, President, telefax
      number (212) 888-9103, with a copy to: Littman Krooks LLP, 655 Third Avenue,
      20 th Floor,
      New York, New York 10017, Attn: Steven D. Uslaner, Esq., telefax number (212)
      490-2990, if sent to KnowFat or the Company, will be mailed, delivered or
      telefaxed and confirmed to KnowFat Franchise Company, Inc., 255 Washington
      Street, Suite 100, Newton, MA 02458, Attn: George Naddaff, Chief Executive
      Officer, telefax number (617) 787-6010, with a copy to Robinson Cole LLP, 695
      East Main Street, Stamford, CT  06904-2305, Attn: Richard A. Krantz,
      Esq., telefax number (203) 462-7599 and if sent to Pubco, will be mailed,
      delivered or telefaxed and confirmed to UFood Restaurant Group, Inc., 12516-52A
      Avenue, Surrey, British Columbia V3X 3K3, Attention: Brent Hahn, President,
      telefax number (604) 590-8159, with a copy to Gottbetter &
      Partners, LLP, 488 Madison Ave., 12th Fl., New York, NY 10022, Attn: Kenneth
      S.
      Goodwin, Esq., telefax number (212) 400-6901.





13. Governing
      Law, Jurisdiction . This
      Agreement shall be deemed to have been made and delivered in New York City
      and
      shall be governed as to validity, interpretation, construction, effect and
      in
      all other respects by the internal laws of the State of New York without regard
      to principles of conflicts of law thereof. Any and all disputes, controversies
      or claims arising out of or relating to this Agreement, or the breach,
      termination or invalidity thereof, shall be finally and exclusively resolved
      by
      arbitration in accordance with the Arbitration Rules of the American Arbitration
      Association (“ **AAA** ”)
      as at
      present in force. The arbitration shall take place in New York City, the State
      of New York. The parties hereby submit themselves to the exclusive jurisdiction
      of the arbitration tribunal in the City of New York, the State of New York
      under
      the auspices of AAA. To the extent permitted by law, the award of the
      arbitrators may include, without limitation, one or more of the following:
      a
      monetary award, a declaration of rights, an order of specific performance,
      an
      injunction, and/or a reformation of the contract. The decision of the
      arbitrators shall be final and binding upon the parties hereto, and judgment
      on
      the award may be entered in any court having jurisdiction over the subject
      matter thereof. The cash expenses of the arbitration (including without
      limitation reasonable fees and expenses of counsel, experts and consultants)
      shall be borne by the party against whom the decision of the arbitrators is
      rendered; provided  that if a
      party prevails only partially, such party shall be entitled to be reimbursed
      for
      such costs and expenses in the proportion that the dollar amount successfully
      claimed by the prevailing party bears to the aggregate dollar amount
      claimed.




14.  Miscellaneous .
      No
      provision of this Agreement may be changed or terminated except by a writing
      signed by the party or parties to be charged therewith. Unless expressly so
      provided, no party to this Agreement will be liable for the performance of
      any
      other party’s obligations hereunder. Either party hereto may waive compliance by
      the other with any of the terms, provisions and conditions set forth herein;
      provided, however, that any such waiver shall be in writing specifically setting
      forth those provisions waived thereby. No such waiver shall be deemed to
      constitute or imply waiver of any other term, provision or condition of this
      Agreement. Neither party may assign its rights or obligations under this
      Agreement to any other person or entity without the prior written consent of
      the
      other party.




15.  Entire
      Agreement; Severability .
      This
      Agreement together with any other agreement referred to herein supersedes all
      prior understandings and written or oral agreements between the parties with
      respect to the Offering and the subject matter hereof. If any portion of this
      Agreement shall be held invalid or unenforceable, then so far as is reasonable
      and possible (i) the remainder of this Agreement shall be considered valid
      and
      enforceable and (ii) effect shall be given to the intent manifested by the
      portion held invalid or unenforceable.


20




16.  Counterparts .
      This
      Agreement may be executed in multiple counterparts, each of which may be
      executed by less than all of the parties and shall be deemed to be an original
      instrument which shall be enforceable against the parties actually executing
      such counterparts and all of which together shall constitute one and the same
      instrument. The exchange of copies of this Agreement and of signature pages
      by
      facsimile transmission shall constitute effective execution and delivery of
      this
      Agreement as to the parties and may be used in lieu of the original Agreement
      for all purposes. Signatures of the parties transmitted by facsimile shall
      be
      deemed to be their original signatures for all purposes.




*[Signatures
      on following page.]*




21




If
      the
      foregoing is in accordance with your understanding of the agreement among Pubco,
      KnowFat and the Placement Agent, kindly sign and return this Agreement,
      whereupon it will become a binding agreement among Pubco, KnowFat and the
      Placement Agent in accordance with its terms.




**KNOWFAT
                FRANCHISE COMPANY, INC.**By:
            /s/
                George NaddaffGeorge
                NaddaffChief
                Executive Officer**UFOOD
                RESTAURANT GROUP, INC.**By:
            /s/
                Brent HahnBrent
                HahnPresident





Accepted
      and agreed to this


17 th day of
      October, 2007:




SPENCER
                TRASK VENTURES, INC.By:
            /s/
                William P. DioguardiWilliam P. DioguardiPresident




22


**SCHEDULE
      1**


**DISCLOSURE
      SCHEDULES**





**[NONE]**




23


**Exhibit
      A-1**





**Form
      of Opinion-KnowFat Counsel**




2.1  KnowFat
      ( the
      term
      "Company" when used herein, refers to KnowFat) has
      been
      duly organized as a corporation and is validly existing and in good standing
      under the laws of the jurisdiction of its incorporation, has full corporate
      power and authority to own, lease and operate its properties and conduct its
      business as described in the Memorandum and is duly qualified as a foreign
      corporation for the transaction of business and is in good standing in each
      jurisdiction where the conduct of its business makes such qualification
      necessary, except where the failure to so qualify would not have a material
      adverse effect upon the business (as currently conducted), financial condition,
      prospects or results of operation of the Company (a "Material Adverse
      Effect").




2.2  The
      authorized capital stock of the Company on the date hereof consists of (i)
      [_______________] shares of Common Stock, [$0.___] par value per share, and
      (ii)
      [_________________] shares of Preferred Stock, [$0.____] par value per share.




2.3  The
      execution, delivery and performance by KnowFat of the Transaction Documents
      to
      which it is a party and the consummation by KnowFat of the transactions
      contemplated thereby have been duly authorized by all necessary corporate action
      on the part of KnowFat and duly executed and delivered by KnowFat. Each of
      the
      Transaction Documents to which it is a party constitutes the legal, valid and
      binding obligation of KnowFat, enforceable against KnowFat in accordance with
      its terms.




2.4  The
      execution, delivery and performance by KnowFat of the Transaction
      Documents 1  to
      which
      it is a party and the consummation by KnowFat of the transactions contemplated
      thereby will not (i) violate the provisions of the Delaware General Corporation
      Law or any United States federal or state law, rule or regulation known to
      us to
      be currently applicable to KnowFat or (ii) violate the provisions of KnowFat's
      Certificate of Incorporation or By-Laws; (iii) violate any judgment, decree,
      order or award known to us of any court, governmental body or arbitrator having
      jurisdiction over KnowFat; or (iv) result in the breach or termination of any
      material term or provision of an agreement known to us to which KnowFat is
      a
      party, except in any such case where the breach or violation would not have
      a
      Material Adverse Effect on KnowFat or its ability to perform its obligations
      under the Transaction Documents.




2.5  To
      our
      knowledge, there is no action, proceeding or litigation pending or threatened
      against KnowFat before any court, governmental or administrative agency or
      body.




2.6  Either
      (i) no consent, approval or authorization of, or other action by, and no notice
      to or filing with, any United States federal or state governmental authority
      on
      the part of KnowFat is required in connection with the valid execution and
      delivery of the Transaction Documents to which it is a party and the
      consummation by KnowFat of the transactions contemplated thereunder, except
      for
      (A) the filing of a Form D that may be filed with the United States Securities
      and Exchange Commission; (B) any filings under the securities laws of the
      various jurisdictions in which the Shares, Warrants and Placement Agent Warrants
      are being offered and sold in the Offering; and (C) any filings relating to
      public disclosure of the transactions contemplated by the Transaction Documents,
      or (ii) any required consent, approval, authorization, action or filing has
      been
      obtained, performed or made by KnowFat.





1 Transaction
      Documents should include the Placement Agency Agreement, Escrow Deposit
      Agreement, the Merger Agreement and Subscription Agreement.


24




We
      participated in the preparation of the Memorandum and in conferences with
      officers and other representatives of KnowFat, at which the contents of the
      Memorandum and related matters were discussed, and although we have not
      undertaken to determine independently, and do not assume any responsibility
      for,
      the accuracy or completeness of the statements contained in the Memorandum,
      based on such conferences and our participation in the preparation of the
      Memorandum, and any amendment or supplement thereto (other than the financial
      statements, including supporting schedules and other financial and statistical
      information derived therefrom), the Memorandum, as of its date, does not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances under which they were made, not misleading.


25


**Exhibit
      A-2**


**Form
      of Opinion-Pubco Counsel**





**[subject
      to change; may accept opinion issued under Merger Agreement if it covers
      Offering related docs]**




2.1  Pubco
      ( the
      term
      "Company" when used herein, refers to UFood Restaurant Group, Inc.) has
      been
      duly organized as a corporation and is validly existing and in good standing
      under the laws of the jurisdiction of its incorporation, has full corporate
      power and authority to own, lease and operate its properties and conduct its
      business as described in the Memorandum and is duly qualified as a foreign
      corporation for the transaction of business and is in good standing in each
      jurisdiction where the conduct of its business makes such qualification
      necessary, except where the failure to so qualify would not have a material
      adverse effect upon the business (as currently conducted), financial condition,
      prospects or results of operation of the Company (a "Material Adverse
      Effect").




2.2  The
      authorized capital stock of the Company on the date hereof consists of (i)
      [_______________] shares of Common Stock, [$0.___] par value per share, and
      (ii)
      [_________________] shares of Preferred Stock, [$0.____] par value per share.
      All outstanding shares of capital stock of the Company have been duly authorized
      and are validly issued, fully paid and non-assessable.




2.3  The
      Shares, the Warrants, the Placement Agent Warrants, and the shares of Common
      Stock issuable upon exercise of the Warrants and the Placement Agent Warrants
      have been duly authorized for issuance by all necessary corporate action on
      the
      part of the Company. The Shares and the shares of Common Stock issuable upon
      exercise of the Warrants and the Placement Agent Warrants, when issued, sold
      and
      delivered against payment therefore in accordance with the provisions of the
      Memorandum, the Subscription Agreements, the Warrants or the Placement Agent
      Warrants, as applicable, will be duly and validly issued, fully paid and
      non-assessable. The issuance of the Shares, the Warrants and the Placement
      Agent
      Warrants and the shares of Common Stock issuable upon exercise of the Warrants
      and the Placement Agent Warrants are not subject to any statutory or, to our
      knowledge, contractual or other preemptive rights. A sufficient number of
      authorized but unissued shares of Common Stock have been reserved for issuance
      upon exercise of the Warrants and the Placement Agent Warrants.




2.4  The
      execution, delivery and performance by the Company of the Transaction Documents
      to which they are a party and the consummation by the Company of the
      transactions contemplated thereby have been duly authorized by all necessary
      corporate action on the part of the Company (including its Board of Directors),
      and duly executed and delivered by the Company, as applicable. Each of the
      Transaction Documents to which it is a party constitutes the legal, valid and
      binding obligation of the Company, enforceable against the Company in accordance
      with its terms.




2.5  The
      execution, delivery and performance by the Company of the Transaction
      Documents 2  to
      which
      they are a party and the consummation by the Company of the transactions
      contemplated thereby will not (i) violate the provisions of the Nevada
      Corporation Law or any United States federal or state law, rule or regulation
      known to us to be currently applicable to the Company, (ii) violate the
      provisions of the Company's Certificate of Incorporation or By-Laws; (iii)
      violate any judgment, decree, order or award known to us of any court,
      governmental body or arbitrator having jurisdiction over the Company; or (iv)
      result in the breach or termination of any material term or provision of an
      agreement known to us to which the Company is a party, except in any such case
      where the breach or violation would not have a Material Adverse Effect on the
      Company or its ability to perform its obligations under the Transaction
      Documents.


2 Transaction Documents should include the Placement Agency Agreement, Escrow
        Deposit Agreement, Merger Agreement, Warrant, Placement Agent Warrant,
        Registration Rights Agreement, and Subscription Agreements.




26




2.6  Assuming
      that the Shares were sold only to "accredited investors" (as defined in Rule
      501
      of Regulation D promulgated under the Securities Act of 1933, as amended ("1933
      Act")) or “non U.S. Persons” (as defined in Regulation S promulgated under the
      Act) and the Placement Agent complied in all material respects with Regulation
      D
      or Regulation S and the terms and conditions of the Offering set forth in the
      Placement Agency Agreement and the Memorandum, such sales were made in
      conformity with the requirements of Section 4(2) of the 1933 Act, Regulation
      D
      or Regulation S, and with the requirements of all other United States federal
      regulations applicable to the Company currently in effect relating to private
      offerings of securities of the type made in the Offering.







2.7  To
      our
      knowledge, there is no action, proceeding or litigation pending or threatened
      against the Company before any court, governmental or administrative agency
      or
      body.




2.8  Either
      (i) no consent, approval or authorization of, or other action by, and no notice
      to or filing with, any United States federal or state governmental authority
      on
      the part of the Company is required in connection with the valid execution
      and
      delivery of the Transaction Documents to which it is a party and the
      consummation by the Company of the transactions contemplated thereunder, except
      for (A) the filing of a Form D that may be filed with the United States
      Securities and Exchange Commission; (B) any filings under the securities laws
      of
      the various jurisdictions in which the Shares, Warrants and Placement Agent
      Warrants are being offered and sold in the Offering; and (C) any filings
      relating to public disclosure of the transactions contemplated by the
      Transaction Documents, or (ii) any required consent, approval, authorization,
      action or filing has been obtained, performed or made by the
      Company.





27


**Exhibit
      B**





**Form
      of Placement Agent Warrant**


28