**Exhibit
      10.24**





Warrant
      Certificate No.





NEITHER
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE
      UPON
      THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH
      SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE
      TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
      EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
      COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
      COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
      BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
      LAWS.


Effective
                Date: December __, 2007
              Void
                  After: December __, 2014


**UFOOD
      RESTAURANT GROUP, INC.**





WARRANT
      TO PURCHASE COMMON STOCK





UFood
      Restaurant Group, Inc., a Nevada corporation (the “ **Company** ”),
      for
      value received on December , 2007 (the “ **Effective
      Date** ”),
      hereby issues to Spencer
      Trask Ventures, Inc **.** (the
      “ **Holder** ”)
      this
      Warrant (the “ **Warrant** ”)
      to
      purchase ______ shares (each such share as from
      time to time adjusted as hereinafter provided being a
“ **Warrant
      Share** ”
and
      all
      such shares being the “ **Warrant
      Shares** ”)
      of the
      Company’s Common Stock (as defined below), at the Exercise Price (as defined
      below), as adjusted from time to time as provided herein, on or before December
      __, 2014 (the “ **Expiration
      Date** ”),
      all
      subject to the following terms and conditions. Unless otherwise defined in
      this
      Warrant, terms appearing in initial capitalized form shall have the meaning
      ascribed to them in that certain Placement Agency Agreement between the Company
      and the purchaser signatory thereto pursuant to which this Warrant was issued
      (the “ **Placement
      Agency Agreement** ).





As
      used
      in this Warrant, (i) “ **Business
      Day** ”
means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in the City of New York, New York, are authorized or required by law or
      executive order to close; (ii) “ **Common
      Stock** ”
means
      the common stock of the Company, par value $0.001 per share, including
      any securities issued or issuable with respect thereto or into which or for
      which such shares may be exchanged for, or converted into, pursuant to any
      stock
      dividend, stock split, stock combination, recapitalization, reclassification,
      reorganization or other similar event; (iii) “ **Exercise
      Price** ”
means
      $1.00 per share of Common Stock, subject to adjustment as provided herein; (iv)
      “ **Trading
      Day** ”
means any
      day on which
      the Common Stock is traded on the primary national or regional stock exchange
      on
      which the Common Stock is listed, or if not so listed, the OTC Bulletin Board,
      if quoted thereon,  is
      open
      for the transaction of business; and (v) “ **Affiliate** ”
means
      any person that, directly or indirectly, through one or more intermediaries,
      controls, is controlled by, or is under common control with, a person, as such
      terms are used and construed in Rule 144 promulgated
      under the Securities Act of 1933, as amended (the “ **Securities
      Act** ”).








1.
            DURATION
                AND EXERCISE OF WARRANTS





(a)  Exercise
      Period .
      The
      Holder may exercise this Warrant in whole or in part on any Business Day on
      or
      before 5:00 P.M., Eastern Time, on the Expiration Date, at which time this
      Warrant shall become void and of no value.





(b)  Exercise
      Procedures .





(i)  While
      this Warrant remains outstanding and exercisable in accordance with Section
      1(a), in addition to the manner set forth in Section 1(b)(ii) below, the Holder
      may exercise this Warrant in whole or in part at any
      time and from time to time by:





(A)  delivery
      to the Company of a duly executed copy of the Notice of Exercise attached as **Exhibit
      A** ;





(B)  surrender
      of this Warrant to the Secretary of the Company at its principal offices or
      at
      such other office or agency as the Company may specify in writing to the Holder;
      and





(C)  payment
      of the then-applicable Exercise
      Price per share multiplied by the number of Warrant Shares being purchased
      upon
      exercise of the Warrant (such amount, the “ **Aggregate
      Exercise Price** ”) made
      in
      the form of cash, or by certified check, bank draft or money order payable
      in
      lawful money of the United States of America or in
      the form of a Cashless Exercise to the
      extent permitted in Section 1(b)(ii) below.





(ii)  In
      addition, the Holder may at anytime during the Exercise Period, in its sole
      discretion, exercise all or any part of the Warrant in a “cashless” or
“net-issue” exercise (a “ **Cashless
      Exercise** ”)
      by
      delivering to the Company (1) the Notice of Exercise and (2) the original
      Warrant, pursuant to which the Holder shall surrender the right to receive
      upon
      exercise of this Warrant, a number of Warrant Shares having a value (as
      determined below) equal to the Aggregate Exercise Price, in which case, the
      number of Warrant Shares to be issued to the Holder upon such exercise shall
      be
      calculated using the following formula:


2





X
            =
            Y * (A - B)A





with:
            X
                =         the number of
                Warrant Shares to be issued to the
                Holder





Y 
              =
            the
                number of Warrant Shares with respect to which the Warrant is being
                exercised





A
              =
            the
                fair value per share ofCommon
                Stockon
                the date of exercise of this
                Warrant





B
              =
            the
                then-current Exercise Priceof
                the Warrant





Solely
      for the purposes of this paragraph, “fair value” per share of Common Stock shall
      mean (A) the average of the closing sales prices, as quoted on the primary
      national or regional stock exchange on which the Common Stock is listed, or,
      if
      not listed, the OTC
      Bulletin Board if quoted thereon, on the twenty (20)
      trading days immediately preceding the date on which the Notice of Exercise
      is
      deemed to have been sent to the Company, or (B) if the Common Stock is not
      publicly traded as set forth above, as reasonably and in good faith determined
      by the Board of Directors of the Company as of the date which the Notice of
      Exercise is deemed to have been sent to the Company.





Notwithstanding
      the foregoing provisions of this Section 1(b)(ii), the Holder may not make
      a
      Cashless Exercise if and to the extent that such exercise would require the
      Company to issue a number of shares of Common Stock in excess of its authorized
      but unissued shares of Common Stock, less all amounts of Common Stock that
      have
      been reserved for issue upon the conversion of all outstanding securities
      convertible into shares of Common Stock and the exercise of all outstanding
      options, warrants and other rights exercisable for shares of Common Stock.
      If
      the Company does not have the requisite number of authorized but unissued shares
      of Common Stock to permit the Holder to make a Cashless Exercise, the Company
      shall use commercially reasonable efforts to obtain the necessary stockholder
      consent to increase the authorized number of shares of Common Stock to permit
      such Holder to make a Cashless Exercise pursuant to this Section
      1(b)(ii).





(iii)  Upon
      the
      exercise of this Warrant in compliance with the provisions of this Section
      1(b),
      and except as limited pursuant to the last paragraph of Section 1(b)(ii), the
      Company shall promptly issue and cause to be delivered to the Holder a
      certificate for the Warrant Shares purchased by the Holder. Each
      exercise of this Warrant shall be effective immediately prior to the close
      of
      business on the date (the “ **Date
      of Exercise** ”) that
      the
      conditions set forth in Section 1(b) have been satisfied, as the case may be. On
      the
      first Business Day following the date on which the Company has received each
      of
      the Notice of Exercise and the Aggregate Exercise Price (or notice of a Cashless
      Exercise in accordance with Section 1(b)(ii)) (the “ **Exercise
      Delivery Documents** ”),
      the
      Company shall transmit an acknowledgment of receipt of the Exercise Delivery
      Documents to the Company’s transfer agent (the “ **Transfer
      Agent** ”).
      On or
      before the third Business Day following the date on which the Company has
      received all of the Exercise Delivery Documents (the “ **Share
      Delivery Date** ”),
      the
      Company shall (X) provided that the Transfer Agent is participating in The
      Depository Trust Company (“ **DTC** ”)
      Fast
      Automated Securities Transfer Program, upon the request of the Holder, credit
      such aggregate number of shares of Common Stock to which the Holder is entitled
      pursuant to such exercise to the Holder’s or its designee’s balance account with
      DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the
      Transfer Agent is not participating in the DTC Fast Automated Securities
      Transfer Program, issue and dispatch by overnight courier to the address as
      specified in the Notice of Exercise, a certificate, registered in the Company’s
      share register in the name of the Holder or its designee, for the number of
      shares of Common Stock to which the Holder is entitled pursuant to such
      exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall
      be
      deemed for all corporate purposes to have become the holder of record of the
      Warrant Shares with respect to which this Warrant has been exercised,
      irrespective of the date of delivery of the certificates evidencing such Warrant
      Shares. If this Warrant is submitted in connection with any exercise pursuant
      to
      Section 1(a) and the number of Warrant Shares represented by this Warrant
      submitted for exercise is greater than the actual number
      of
      Warrant Shares being acquired upon such **** an
      exercise, then the Company shall as soon as practicable and in no event later
      than three (3) Business Days after any exercise and at its own expense, issue
      a
      new Warrant of
      like
      tenor representing the right to purchase the number of Warrant Shares purchasable
      immediately prior to such exercise under this Warrant, less the number of
      Warrant Shares with respect to which this Warrant is exercised.


3





(iv)  If
      the
      Company shall fail for any reason or for no reason to issue to the Holder,
      within three (3) Business Days of receipt of the Exercise Delivery Documents,
      a
      certificate for the number of shares of Common Stock to which the Holder is
      entitled and register such shares of Common Stock on the Company’s share
      register or to credit the Holder’s balance account with DTC for such number of
      shares of Common Stock to which the Holder is entitled upon the Holder’s
      exercise of this Warrant, and if on or after such Business Day the Holder
      purchases (in an open market transaction or otherwise) shares of Common Stock
      to
      deliver in satisfaction of a sale by the Holder of shares of Common Stock
      issuable upon such exercise that the Holder anticipated receiving from the
      Company (a “ **Buy-In** ”),
      then
      the Company shall, within three (3) Business Days after the Holder’s request and
      in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal
      to the Holder’s total purchase price (including brokerage commissions, if any)
      for the shares of Common Stock so purchased (the “ **Buy-In
      Price** ”),
      at
      which point the Company’s obligation to deliver such certificate (and to issue
      such shares of Common Stock) shall terminate, or (ii) promptly honor its
      obligation to deliver to the Holder a certificate or certificates representing
      such shares of Common Stock and pay cash to the Holder in an amount equal to
      the
      excess (if any) of the Buy-In Price over the product of (A) such number of
      shares of Common Stock, times (B) the closing bid price on
      the
      date of exercise.





(c)  Partial
      Exercise .
      This
      Warrant shall be exercisable, either in its entirety or, from time to time,
      for
      part only of the number of Warrant Shares referenced by this Warrant. If this
      Warrant is exercised in part, the Company shall issue, at its expense, a new
      Warrant, in substantially the form of this Warrant, referencing such reduced
      number of Warrant Shares that remain subject to this Warrant.


4





(d)  Disputes .
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Holder the number of Warrant Shares that are not disputed and resolve
      such dispute in accordance with Section 15.





2.
            ISSUANCE
                OF WARRANT SHARES





(a)  The
      Company covenants that all Warrant Shares will, upon issuance in accordance
      with
      the terms of this Warrant, be (i) duly authorized, fully paid and
      non-assessable, and (ii) free from all liens, charges and security interests,
      with the exception of claims arising through the acts or omissions of any Holder
      and except as arising from applicable Federal and state securities
      laws.





(b)  The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose in the name of the record holder of such Warrant from time
      to
      time. The Company may deem and treat the registered Holder of this Warrant
      as
      the absolute owner thereof for the purpose of any exercise thereof, any
      distribution to the Holder thereof and for all other purposes.





(c)  The
      Company will not, by amendment of its articles of incorporation, by-laws or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms to be observed
      or performed hereunder by the Company, but will at all times in good faith
      assist in the carrying out of all the provisions of this Warrant and in the
      taking of all action necessary or appropriate in order to protect the rights
      of
      the Holder to exercise this Warrant, or against impairment of such
      rights.





3.
            ADJUSTMENTS
                OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT
                SHARES





(a)  The
      Exercise Price and the number of shares purchasable upon the exercise of this
      Warrant shall be subject to adjustment from time to time upon the occurrence
      of
      certain events described in this Section 3(a); provided ,
      that
      notwithstanding the provisions of this Section 3, the Company shall not be
      required to make any adjustment if and to the extent that such adjustment would
      require the Company to issue a number of shares of Common Stock in excess of
      its
      authorized but unissued shares of Common Stock, less all amounts of Common
      Stock
      that have been reserved for issue upon the conversion of all outstanding
      securities convertible into shares of Common Stock and the exercise of all
      outstanding options, warrants and other rights exercisable for shares of Common
      Stock. If the Company does not have the requisite number of authorized but
      unissued shares of Common Stock to make any adjustment, the Company shall use
      its commercially best efforts to obtain the necessary stockholder consent to
      increase the authorized number of shares of Common Stock to make such an
      adjustment pursuant to this Section 3(a).


5




(i)  Subdivision
        or Combination of Stock .
        In case
        the Company shall at any time subdivide (whether
        by way of stock dividend, stock split or otherwise) its
        outstanding shares of Common Stock into a greater number of shares, the Exercise
        Price in effect immediately prior to such subdivision shall be proportionately
        reduced and the
        number of Warrant Shares shall be proportionately increased, and conversely,
        in
        case the outstanding shares of Common Stock of the Company shall be combined (whether
        by way of stock combination, reverse stock split or otherwise) into
        a
        smaller number of shares, the Exercise Price in effect immediately prior
        to such
        combination shall be proportionately increased and the
        number of Warrant Shares shall be proportionately decreased. The Exercise
        Price
        and the Warrant Shares, as so adjusted, shall be readjusted in the same manner
        upon the happening of any successive event or events described in this Section
        3(a)(i).


(ii)  Dividends
      in Stock, Property, Reclassification .
      If at
      any time, or from time to time, the holders of Common Stock (or any shares
      of
      stock or other securities at the time receivable upon the exercise of this
      Warrant) shall have received or become entitled to receive, without payment
      therefore:





(A)  any
      shares of stock or other securities that are at any time directly or indirectly
      convertible into or exchangeable for Common Stock, or any rights or options
      to
      subscribe for, purchase or otherwise acquire any of the foregoing by way of
      dividend or other distribution, or





(B)  additional
      stock or other securities or property (including cash) by way of spin-off,
      split-up, reclassification, combination of shares or similar corporate
      rearrangement (other than shares of Common Stock issued as a stock split or
      adjustments in respect of which shall be covered by the terms of Section 3(a)(i)
      above),





then
      and
      in each such case, the Exercise
      Price and the number of Warrant Shares to be obtained upon exercise of this
      Warrant shall be adjusted proportionately, and the Holder
      hereof shall, upon the exercise of this Warrant, be entitled to receive, in
      addition to the number of shares of Common Stock receivable thereupon, and
      without payment of any additional consideration therefor, the amount of stock
      and other securities and property (including cash in the cases referred to
      above) that such Holder would hold on the date of such exercise had such Holder
      been the holder of record of such Common Stock as of the date on which holders
      of Common Stock received or became entitled to receive such shares or all other
      additional stock and other securities and property. The
      Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted
      in
      the same manner upon the happening of any successive event or events described
      in this Section 3(a)(ii) **.**





(iii)  Reorganization,
      Reclassification, Consolidation, Merger or Sale .
      If any
      recapitalization, reclassification or reorganization of the capital stock of
      the
      Company, or any consolidation or merger of the Company with another corporation,
      or the sale of all or substantially all of its assets or other
      transaction shall be effected in such a way that holders of Common Stock shall
      be entitled to receive stock, securities, or other assets or property (an
“ **Organic
      Change** ”),
      then,
      as a condition of such Organic Change, lawful and adequate provisions shall
      be
      made by the Company whereby the Holder hereof shall thereafter have the right
      to
      purchase and receive (in lieu of the shares of the Common Stock of the Company
      immediately theretofore purchasable and receivable upon the exercise of the
      rights represented by this Warrant) such shares of stock, securities or other
      assets or property as may be issued or payable with respect to or in exchange
      for a number of outstanding shares of such Common Stock equal to the number
      of
      shares of such stock immediately theretofore purchasable and receivable assuming
      the full exercise of the rights represented by this Warrant. In the event of
      any
      Organic Change, appropriate provision shall be made by the Company with respect
      to the rights and interests of the Holder of this Warrant to the end that the
      provisions hereof (including, without limitation, provisions for adjustments
      of
      the Exercise Price and of the number of shares purchasable and receivable upon
      the exercise of this Warrant) shall thereafter be applicable, in relation to
      any
      shares of stock, securities or assets thereafter deliverable upon the exercise
      hereof. The Company will not effect any such consolidation, merger or sale
      unless, prior to the consummation thereof, the successor corporation (if other
      than the Company) resulting from such consolidation or merger
      or the
      corporation purchasing such assets shall assume by written instrument reasonably
      satisfactory in form and substance to the Holder executed and mailed or
      delivered to the registered Holder hereof at the last address of such Holder
      appearing on the books of the Company, the obligation to deliver to such Holder
      such shares of stock, securities or assets as, in accordance
      with the foregoing provisions, such Holder may be entitled to
      purchase. **** If
      there
      is an Organic Change, then the Company shall cause to be mailed to the Holder
      at
      its last address as it shall appear on the books and records of the Company,
      at
      least 10 calendar days before the effective date of the Organic Change, a notice
      stating the date on which such Organic Change is expected to become effective
      or
      close, and the date as of which it is expected that holders of the Common Stock
      of record shall be entitled to exchange their shares for securities, cash,
      or
      other property delivered upon such Organic Change; provided ,
      that
      the failure to mail such notice or any defect therein or in the mailing thereof
      shall not affect the validity of the corporate action required to be specified
      in such notice. The Holder is entitled to exercise this Warrant during the
      10-day period commencing on the date of such notice to the effective date of
      the
      event triggering such notice. In
      any
      event, the successor corporation (if other than the Company) resulting from
      such
      consolidation or merger or the corporation purchasing such assets shall be
      deemed to assume such obligation to deliver to such Holder such shares of stock,
      securities or assets even in the absence of a written instrument assuming such
      obligation to the extent such assumption occurs by operation of law.


6





(b)  Certificate
      as to Adjustments .
      Upon
      the occurrence of each adjustment or readjustment pursuant to this Section
      3,
      the Company at its expense shall promptly compute such adjustment or
      readjustment in accordance with the terms hereof and furnish to each Holder
      of
      this Warrant a certificate setting forth such adjustment or readjustment and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall promptly furnish
      or cause to be furnished to such Holder a like certificate setting forth: (i)
      such adjustments and readjustments; and (ii) the number of shares and the
      amount, if any, of other property which at the time would be received upon
      the
      exercise of the Warrant.





(c)  Certain
      Events .
      If any
      event occurs as to which the other provisions of this Section 3 are not strictly
      applicable but the lack of any adjustment would not fairly protect the purchase
      rights of the Holder under this Warrant in accordance with the basic intent
      and
      principles of such provisions, or if strictly applicable would not fairly
      protect the purchase rights of the Holder under this Warrant in accordance
      with
      the basic intent and principles of such provisions, then the Company's Board
      of
      Directors will, in good faith, make an appropriate adjustment to protect the
      rights of the Holder; provided ,
      that no
      such adjustment pursuant to this Section 3(c) will increase the Exercise Price
      or decrease the number of Warrant Shares as otherwise determined pursuant to
      this Section 3.


7





(d)  Adjustment
      of Exercise Price Upon Issuance of Additional Shares of Common
      Stock .
      In the
      event the
      Company shall at any time prior to the eighteenth month anniversary of the
      Effective Date issue Additional Shares of Common Stock, as defined below,
      without consideration or for a consideration per share less than the Exercise
      Price in effect immediately prior to such issue, then the Exercise Price shall
      be reduced, concurrently with such issue, to a price (calculated to the nearest
      cent) determined by multiplying such Exercise Price by a fraction, (A) the
      numerator of which shall be (1) the number of shares of Common Stock outstanding
      immediately prior to such issue plus (2) the number of shares of Common Stock
      which the aggregate consideration received or to be received by the Company
      for
      the total number of Additional Shares of Common Stock so issued would purchase
      at such Exercise Price; and (B) the denominator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such issue plus the
      number of such Additional Shares of Common Stock so issued; provided that,
      (i) for the purpose of this Section 3(d), all shares of Common Stock issuable
      upon conversion or exchange of convertible securities outstanding immediately
      prior to such issue shall be deemed to be outstanding, and (ii) the number
      of
      shares of Common Stock deemed issuable upon conversion or exchange of such
      outstanding convertible securities shall be determined without giving effect
      to
      any adjustments to the conversion or exchange price or conversion or exchange
      rate of such convertible securities resulting from the issuance of Additional
      Shares of Common Stock that is the subject of this calculation. For purposes
      of
      this Warrant, “Additional Shares of Common Stock” shall mean all shares of
      Common Stock issued by the Company after the Effective Date (including without
      limitation any shares of Common Stock issuable upon conversion or exchange
      of
      any convertible securities or upon exercise of any option or warrant, on an
      as-converted basis), other than: (i) shares of Common Stock issued or
      issuable upon conversion or exchange of any convertible securities or exercise
      of any options outstanding on the Effective Date; (ii) shares of Common
      Stock issued or issuable by reason of a dividend, stock split, split-up or
      other
      distribution on shares of Common Stock that is covered by Sections 3(a)(i)
      through 3(a)(iii) above; or (iii) shares of Common Stock (or options with
      respect thereto) issued or issuable to employees or directors of, or consultants
      to, the Company or any of its subsidiaries pursuant to a plan, agreement or
      arrangement approved by the Board of Directors of the Company. The provisions
      of
      this Section 3(d) shall not operate to increase the Exercise Price.





4.
            TRANSFERS
                AND EXCHANGES OF WARRANT AND WARRANT
                SHARES





(a)  Registration
      of Transfers and Exchanges .
      Subject
      to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly
      executed copy of the Form of Assignment attached as **Exhibit
      B** ,
      to the
      Secretary of the Company at its principal offices or at such other office or
      agency as the Company may specify in writing to the Holder, the Company shall
      register the transfer of all or any portion of this Warrant. Upon such
      registration of transfer, the Company shall issue a new Warrant, in
      substantially the form of this Warrant, evidencing the acquisition rights
      transferred to the transferee and a new Warrant, in similar form, evidencing
      the
      remaining acquisition rights not transferred, to the Holder requesting the
      transfer.


8





(b)  Warrant
      Exchangeable for Different Denominations .
      The
      Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
      the form of this Warrant, evidencing in the aggregate the right to purchase
      the
      number of Warrant Shares which may then be purchased hereunder, each of such
      new
      Warrants to be dated the date of such exchange and to represent the right to
      purchase such number of Warrant Shares as shall be designated by the Holder.
      The
      Holder shall surrender this Warrant with duly executed instructions regarding
      such re-certification of this Warrant to the Secretary of the Company at its
      principal offices or at such other office or agency as the Company may specify
      in writing to the Holder.





(c)  Restrictions
      on Transfers .
      This
      Warrant may not be transferred at any time without (i) registration under the
      Securities Act or (ii) an exemption from such registration and a written opinion
      of legal counsel addressed to the Company that the proposed transfer of the
      Warrant may be effected without registration under the Securities Act, which
      opinion will be in form and from counsel reasonably satisfactory to the Company. Notwithstanding
      anything contained herein, the Company shall, upon written instructions to
      be
      delivered to the Company within ninety (90) days following the date hereof,
      transfer all or a portion of this Warrant to officers, directors, employees
      and
      other registered agents or associated persons of the Holder.





(d)  Permitted
      Transfers and Assignments .
      Notwithstanding any provision to the contrary in this Section 4, the Holder
      may
      transfer, with or without consideration, this Warrant or any of the Warrant
      Shares (or a portion thereof) to the Holder’s Affiliates (as such term is
      defined under Rule 144 of the Securities Act) without obtaining the opinion
      from
      counsel that may be required by Section 4(c)(ii), provided, that the
      Holder delivers to the Company and its counsel certification, documentation,
      and
      other assurances reasonably required by the Company’s counsel to enable the
      Company’s counsel to render an opinion to the Company’s Transfer Agent that such
      transfer does not violate applicable securities laws.





5.
            MUTILATED
                OR MISSING WARRANT CERTIFICATE





If
      this
      Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder,
      the
      Company will, at its expense, issue,
      in exchange for and upon cancellation of the mutilated Warrant, or in
      substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
      substantially the form of this Warrant, representing the right to acquire the
      equivalent number of Warrant Shares; provided ,
      that,
      as a prerequisite to the issuance of a substitute Warrant, the Company may
      require satisfactory evidence of loss, theft or destruction as well as an
      indemnity from the Holder of a lost, stolen or destroyed Warrant.





6.
            PAYMENT
                OF TAXES





The
      Company will pay all transfer and stock issuance taxes attributable to the
      preparation, issuance and delivery of this Warrant and the Warrant Shares (and
      replacement Warrants) including,
      without limitation, all documentary and stamp taxes; provided , however ,
      that
      the Company shall not be required to pay any tax in respect of the transfer
      of
      this Warrant, or the issuance or delivery of certificates for Warrant Shares
      or
      other securities in respect of the Warrant Shares to any person or entity other
      than to the Holder.


9


7.
            FRACTIONAL
                WARRANT SHARES





No
      fractional Warrant Shares shall be issued upon exercise of this Warrant. The
      Company, in lieu of issuing any fractional Warrant Share, shall round up the
      number of Warrant Shares issuable to nearest whole share.





8.
            NO
                STOCK RIGHTS AND LEGEND





No
      holder
      of this Warrant, as such, shall be entitled to vote or be deemed the holder
      of
      any other securities of the Company that may at any time be issuable on the
      exercise hereof, nor shall anything contained herein be construed to confer
      upon
      the holder of this Warrant, as such, the rights of a stockholder of the Company
      or the right to vote for the election of directors or upon any matter submitted
      to stockholders at any meeting thereof, or give
      or withhold consent to any corporate action or to receive notice of meetings
      or
      other actions affecting stockholders (except as provided herein), or to receive
      dividends or subscription rights or otherwise (except as provide
      herein).





Each
      certificate for Warrant Shares initially issued upon the exercise of this
      Warrant, and each certificate for Warrant Shares issued to any subsequent
      transferee of any such certificate, shall be stamped or otherwise imprinted
      with
      a legend in substantially the following form:





“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
      AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
      COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
      COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
      SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
      CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
      APPLICABLE STATE SECURITIES LAWS.”





9.
            [Intentionally
                Omitted]


10


10.
            NOTICES





All
      notices, consents, waivers, and other communications under this Warrant must
      be
      in writing and will be deemed given to a party when (a) delivered to the
      appropriate address by hand or by nationally recognized overnight courier
      service (costs prepaid); (b) sent by facsimile or e-mail with confirmation
      of
      transmission by the transmitting equipment; (c) received or rejected by the
      addressee, if sent by certified mail, return receipt requested, if to the
      registered Holder hereof; or (d) seven days after the placement of the notice
      into the mails (first class postage prepaid), to the Holder at the address,
      facsimile number, or e-mail address furnished by the registered Holder to the
      Company in accordance with the Placement Agency Agreement by and between the
      Company and the Holder, or if to the Company, to it at 255 Washington Street,
      Suite 100, Newton, MA 02458, Attention: George Naddaff, Chief Executive Officer
      (or to such other address, facsimile number, or e-mail address as the Holder
      or
      the Company as a party may designate by notice the other party) with a copy
      to
      Robinson & Cole LLP, 695 East Main Street, Stamford, CT 06904, Attention:
      Richard A. Krantz, Esq.





11.
            SEVERABILITY





If
      a
      court of competent jurisdiction holds any provision of this Warrant invalid
      or
      unenforceable, the other provisions of this Warrant will remain in full force
      and effect. Any provision of this Warrant held invalid or unenforceable only
      in
      part or degree will remain in full force and effect to the extent not held
      invalid or unenforceable.





12.
            BINDING
                EFFECT





This
      Warrant shall be binding upon and inure to the sole and exclusive benefit of
      the
      Company, its successors and assigns, the registered Holder or Holders from
      time
      to time of this Warrant and the Warrant Shares.





13.
            SURVIVAL
                OF RIGHTS AND DUTIES





This
      Warrant shall terminate and be of no further force and effect on the earlier
      of
      5:00 P.M., Eastern Time, on the Expiration Date or the date on which this
      Warrant has been exercised in full.





14.
            GOVERNING
                LAW





This
      Warrant will be governed by and construed under the laws of the State of New
      York
      without regard to conflicts of laws principles that would require the
      application of any other law.





15.
            DISPUTE
                RESOLUTION





In
      the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall submit the
      disputed determinations or arithmetic calculations via facsimile within two
      Business Days of receipt of the Notice of Exercise giving rise to such dispute,
      as the case may be, to the Holder. If the Holder and the Company are unable
      to
      agree upon such determination or calculation of the Exercise Price or the
      Warrant Shares within three Business Days of such disputed determination or
      arithmetic calculation being submitted to the Holder, then the Company shall,
      within two Business Days, submit via facsimile (a) the disputed determination
      of
      the Exercise Price to an independent, reputable investment bank selected by
      the
      Company and approved by the Holder or (b) the disputed arithmetic calculation
      of
      the Warrant Shares to the Company’s independent, outside accountant. The Company
      shall cause at its expense the investment bank or the accountant, as the case
      may be, to perform the determinations or calculations and notify the Company
      and
      the Holder of the results no later than ten (10) Business Days from the time
      it
      receives the disputed determinations or calculations. Such investment bank’s or
      accountant’s determination or calculation, as the case may be, shall be binding
      upon all parties absent demonstrable error.


11





16.
            NOTICES
                OF RECORD DATE





Upon
      (a)
      any establishment by the Company of a record date of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend or other distribution, or right or option to acquire
      securities of the Company, or any other right, or (b) any capital
      reorganization, reclassification, recapitalization, merger or consolidation
      of
      the Company with or into any other corporation, any transfer of all or
      substantially all the assets of the Company, or any voluntary or involuntary
      dissolution, liquidation or winding up of the Company, or the sale, in a single
      transaction, of a majority of the Company’s voting stock (whether newly issued,
      or from treasury, or previously issued and then outstanding, or any combination
      thereof), the Company shall mail to the Holder at least ten (10) Business Days,
      or such longer period as may be required by law, prior to the record date
      specified therein, a notice specifying (i) the date established as the record
      date for the purpose of such dividend, distribution, option or right and a
      description of such dividend, option or right, (ii) the date on which any such
      reorganization, reclassification, transfer, consolidation, merger, dissolution,
      liquidation or winding up, or sale is expected to become effective and (iii)
      the
      date, if any, fixed as to when the holders of record of Common Stock shall
      be
      entitled to exchange their shares of Common Stock for securities or other
      property deliverable upon such reorganization, reclassification, transfer,
      consolation, merger, dissolution, liquidation or winding up.





17.
            RESERVATION
                OF SHARES





The
      Company shall reserve and keep available out of its authorized but unissued
      shares of Common Stock for issuance upon the exercise of this Warrant, free
      from
      pre-emptive rights, such number of shares of Common Stock for which this Warrant
      shall from time to time be exercisable. The
      Company will take all such reasonable action as may be necessary to assure
      that
      such Warrant Shares may be issued as provided herein without violation of any
      applicable law or regulation. Without limiting the generality of the foregoing,
      the Company covenants that it will use commercially reasonable efforts to take
      all such action as may be necessary or appropriate in order that the Company
      may
      validly and legally issue fully paid and nonassessable Warrant Shares upon
      the
      exercise of this Warrant and use commercially reasonable efforts to obtain
      all
      such authorizations, exemptions or consents, including but not limited to
      consents from the Company’s stockholders or Board of Directors or any public
      regulatory body, as may be necessary to enable the Company to perform its
      obligations under this Warrant.


12





18.
            NO
                THIRD PARTY RIGHTS





This
      Warrant is not intended, and will not be construed, to create any rights in
      any
      parties other than the Company and the Holder, and no person or entity may
      assert any rights as third-party beneficiary hereunder.





[SIGNATURE
      PAGE FOLLOWS]


13


IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as
      of
      the date first set forth above.





**UFOOD
                RESTAURANT GROUP, INC.**By:Name:
            George
                NadaffTitle:
            Chief
                Executive Officer


14


EXHIBIT
      A





NOTICE
      OF
      EXERCISE





(To
      be
      executed by the Holder of Warrant if such Holder desires
      to exercise Warrant)





To UFood Restaurant
      Group, Inc.:





The
      undersigned hereby irrevocably elects to exercise this Warrant and to purchase
      thereunder, ___________________ full shares of UFood Restaurant Group, Inc.
      common stock issuable upon exercise of the Warrant and delivery of:





(1)  $_________
      (in cash as provided for in the foregoing Warrant) and any applicable taxes
      payable by the undersigned pursuant to such Warrant; and





(2)  __________
      shares of Common Stock (pursuant to a Cashless Exercise in accordance with
      Section 1(b)(ii) of the Warrant) (check here if the undersigned desires to
      deliver an unspecified number of shares equal the number sufficient to effect
      a
      Cashless Exercise [___]).





The
      undersigned requests that certificates for such shares be issued in the name
      of:





_________________________________________


(Please
      print name, address and social security or federal employer


identification
      number (if applicable))





_________________________________________





_________________________________________





If
      the
      shares issuable upon this exercise of the Warrant are not all of the Warrant
      Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
      the undersigned requests that a new Warrant evidencing the rights not so
      exercised be issued in the name of and delivered to:





_________________________________________


(Please
      print name, address and social security or federal employer


identification
      number (if applicable))





_________________________________________





_________________________________________


Name
                  of Holder (print): ________________________(Signature):
                  ___________________________________(By:)
                  _________________________________________(Title:)
                  ________________________________________Dated:
                  ________________________________________


15





EXHIBIT
      B





FORM
      OF
      ASSIGNMENT





FOR
      VALUE
      RECEIVED, ___________________________________ hereby sells, assigns and
      transfers to each assignee set forth below all of the rights of the undersigned
      under the Warrant (as defined in and evidenced by the attached Warrant) to
      acquire the number of Warrant Shares set opposite the name of such assignee
      below and in and to the foregoing Warrant with respect to said acquisition
      rights and the shares issuable upon exercise of the Warrant:







Name
                of Assignee
            
            Address
            
            Number
                of Shares





If
      the
      total of the Warrant Shares are not all of the Warrant Shares evidenced by
      the
      foregoing Warrant, the undersigned requests that a new Warrant evidencing the
      right to acquire the Warrant Shares not so assigned be issued in the name of
      and
      delivered to the undersigned.




Name
                of Holder (print): ________________________(Signature):
                ___________________________________(By:)
                _________________________________________(Title:)
                ________________________________________Dated:
                ________________________________________


16