**Exhibit
      10.25**





**SPENCER
      TRASK VENTURES, INC.**


**535
      Madison Avenue, 18** **th** **Floor**


**New
      York, New York 10022**





December
      18, 2007





UFood
      Restaurant Group, Inc.


Attn:
      Brent Hahn, President


12516-52A
      Avenue


Surrey,
      British Columbia V3X 3K3





Re:
            Finder’s
                Fee Agreement





Dear
      Mr.
      Hahn:





This
      will
      confirm our agreement, referred to in Section 3(e) of the Placement Agency
      Agreement (the “Placement Agency Agreement”), dated October 17, 2007, between
      Spencer Trask Ventures, Inc. (the “Placement Agent”), KnowFat Franchise Company,
      Inc., a Delaware corporation (“KnowFat”) and UFood Restaurant Group, Inc., a
      Nevada corporation (the “Company”), to act as a non-exclusive finder for the
      Company.





In
      the
      event the Company or any of its affiliates shall enter into a Transaction (as
      defined below) with any party introduced to the Company by the Placement Agent,
      directly or indirectly, at any time during the five (5) year period following
      the later of the Termination Date or the First Closing (as defined in the
      Placement Agency Agreement) (the “Finder Term”), then the Company shall pay to
      the Placement Agent a cash fee (the “Finder’s Fee”) according to the following:




(a)
            7%
                of the first $1,000,000 or portion thereof of the consideration paid
                in
                such transaction; plus


(b)
            6%
                of the next $1,000,000 or portion thereof of the consideration paid
                in
                such transaction; plus


(c)
            5%
                of the next $5,000,000 or portion thereof of the consideration paid
                in
                such transaction; plus


(d)
            4%
                of the next $1,000,000 or portion thereof of the consideration paid
                in
                such transaction; plus


(e)
            3%
                of the next $1,000,000 or portion thereof of the consideration paid
                in
                such transaction; plus


(f)
            2.5%
                of any consideration paid in such transaction in excess of
                $9,000,000.




For
      the
      purposes hereof a “Transaction” shall include any merger, acquisition, joint
      venture or other business combination consummated by the Company. Any such
      Finder's Fee due to the Placement Agent will be paid at the closing of the
      particular Transaction for which the Finder's Fee is due. Notwithstanding the
      foregoing, no Finder’s Fee shall be payable in respect of an investment in the
      Company by 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.








The
      Company shall have the right, in its sole discretion, to reject any third
      party’s offer or to abandon any Transaction undertaken by the Company prior to
      the actual closing of such Transaction. Any determination as to whether to
      consummate a Transaction shall be made by the Company’s Board of Directors, in
      its sole discretion.





The
      Placement Agent shall be paid the Finder’s Fee in cash, regardless of the type
      of consideration received by the Company in connection with a Transaction,
      which
      fee shall be payable at the closing of such Transaction.





For
      purposes of calculating any Finder’s Fee to which the Placement Agent has
      demonstrated its entitlement, the transaction value of each Transaction
      undertaken by the Company shall not be aggregated with the transaction value
      of
      any other Transaction previously undertaken by the Company. If the Company
      receives consideration other than cash in connection with a Transaction, then
      the value of such consideration shall be its fair market value as reasonably
      determined by the Company’s Board of Directors and the Placement Agent. In
      addition, consideration shall also be deemed to include any indebtedness or
      other obligations assumed, directly or indirectly, in connection with, the
      Transaction, with the value of such indebtedness assumed being the face
      amount.





This
      letter agreement (i) shall
      be
      governed by, and construed in accordance with, the laws of the State of New
      York ,
      (ii)
      may not be assigned by either party without prior written consent of the other
      party, (iii) may not by modified or amended except in writing, (iv) constitutes
      the entire agreement of the parties with respect to the subject matter hereof
      superseding all prior agreements and understandings, written or oral and (v)
      may
      be executed in counterparts each of which shall be deemed to be an original
      and
      all of which shall constitute one agreement.





**Signature
      Page Follows**





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If
      the
      foregoing accurately reflects our understanding, please so indicate by signing
      in the space provided below.




Sincerely,SPENCER
                  TRASK VENTURES, INC.By:
              /s/
                  William P. DioguardiName:
                  William P. DioguardiTitle:
                  President




Agreed
      and Accepted:





This
      18th
      day of December, 2007





UFOOD
                RESTAURANT GROUP, INC.By:
            /s/
                Brent HahnName:
                Brent HahnTitle:President




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