PLACEMENT
      AGENCY AGREEMENT

     

    August
      24, 2007

    Spencer
      Trask Ventures, Inc.

    535
      Madison Avenue

    18th
      Floor

    New
      York,
      New York 10022

    


    Ladies
      and Gentlemen:

    


    UFood
      Franchise Company, a Nevada corporation (the “Company”), hereby confirms its
      agreement (the “Agreement”) with Spencer Trask Ventures, Inc., a Delaware
      corporation (the “Placement Agent”), as follows:

     

    1. Offering.
      

     

    (a) The
      Company will offer (the “Offering”) for sale through the Placement Agent, as
      exclusive agent for the Company, and its selected dealers, a minimum of
      $1,000,000 (the “Minimum Amount”), and a maximum of $2,000,000 (the “Maximum
      Amount”), of principal
      amount of 9% Convertible Promissory Notes due 180 days from the issuance date
      (each, a “Note” and collectively, the “Notes”). The Notes shall have the rights
      and privileges described in the Disclosure Materials (as defined in Section
      1(d)
      hereof). 

     

    (b) Placement
      of the Notes by the Placement Agent will be made on a reasonable efforts,
“all-or-none” basis with respect to the Minimum Amount and on a “reasonable
      efforts” basis as to amounts in excess of the Minimum Amount. The Notes will be
      offered to potential subscribers, which, subject to compliance with the
      requirements for other subscribers, may include related parties of the Placement
      Agent or the Company, commencing on the date of the Transmittal Letter (as
      hereinafter defined) for a period of 31 days, unless the Company and the
      Placement Agent mutually agree to extend the Offering for up to an additional
      30
      days (the “Offering Period”). The date on which the Offering shall terminate
      shall be referred to as the “Termination Date.” A Final Closing (as hereinafter
      defined) may be held up to ten days after the Termination Date. 

     

    (c) The
      Placement Agent shall not tender to the Company and the Company shall not accept
      subscriptions from, or sell Notes to, any persons or entities that do not
      qualify as “accredited investors,” as such term is defined in Rule 501 of
      Regulation D (“Regulation D”) promulgated under Section 4(2) of the Securities
      Act of 1933, as amended (the “Act”), and/or investors that are not “U.S.
      persons” as defined in Regulation S (“Regulation S”) as promulgated by the
      Securities and Exchange Commission (“SEC”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) The
      offering of the Notes will be made by the Placement Agent on behalf of the
      Company solely pursuant to the Disclosure Materials which at all times will
      be
      in form and substance reasonably acceptable to the Placement Agent, the Company
      and their respective counsel and contain such legends and other information
      as
      the Placement Agent, the Company and their respective counsel may, from time
      to
      time, deem necessary and desirable to be set forth therein. “Disclosure
      Materials” as used in this Agreement means the Company’s Confidential
      Transmittal Letter, dated August 24, 2007 (the “Transmittal Letter”), inclusive
      of the Securities Purchase Agreement and the Form of 9% Convertible Promissory
      Note and all other exhibits annexed thereto, and any and all amendments,
      supplements and appendices thereto that the Placement Agent will, with the
      Company’s prior approval, use on the Company’s behalf to sell the Notes. Unless
      otherwise defined, each capitalized term used in this Agreement will have the
      same meaning as shall be set forth in the Disclosure Materials.

     

    (e) The
      Placement Agent shall comply with all applicable broker-dealer registration
      requirements, applicable federal and state securities laws and all National
      Association of Securities Dealers, Inc. (“NASD) regulations with respect to the
      Offering and conduct the Offering in accordance with Regulation D and/or
      Regulation S. In connection with the Offering, the Placement Agent will offer
      the Notes only in those jurisdictions (states of the United States and foreign)
      in which the Notes have been qualified or registered for sale under the
      securities laws of such jurisdiction, or an exemption from such qualification
      or
      registration is available, and will deliver to each potential investor contacted
      by it, prior to accepting any subscription from such investor, the Disclosing
      Materials. A copy of each subscription document shall be promptly transmitted
      to
      the Company or its counsel. All information and statements relating to the
      Placement Agent provided in writing by the Placement Agent for inclusion in
      the
      Disclosing Materials will be true and correct in all material respects as of
      the
      date provided and such statements and information will not be misleading in
      any
      material respect.

     

    2.
      Representations
      and Warranties.
      For the
      benefit of the Placement Agent, the Company hereby incorporates by reference
      all
      of its representations and warranties as set forth in Section 3 of the
      Securities Purchase Agreement with the same force and effect as if specifically
      set forth herein. 

    


    3. Placement
      Agent Appointment and Compensation.

    


    (a) The
      Company hereby appoints the Placement Agent as its exclusive agent in connection
      with the Offering. The Company acknowledges that the Placement Agent may use
      selected dealers and sub-agents to fulfill its agency hereunder provided that
      such dealers and sub-agents are compensated solely by the Placement
      Agent.
      The
      Company has not and will not make, or permit to be made, any offers or sales
      of
      the Notes other than through the Placement Agent without the Placement Agent’s
      prior written consent.
      The
      Placement Agent has no obligation to purchase any of the Notes. The agency
      of
      the Placement Agent hereunder shall continue until the earlier of the
      Termination Date or the Final Closing (as defined in Section 4(c)
      hereof).

     

    (b) The
      Company will cause to be delivered to the Placement Agent copies of the
      Disclosure Materials and has consented, and hereby consents, to the use of
      such
      copies for the purposes permitted by the Act and applicable securities laws,
      and
      hereby authorizes the Placement Agent and its agents, employees and selected
      dealers to use the Disclosure Materials in connection with the sale of the
      Notes
      until the earlier of the Termination Date or the Final Closing (unless advised
      that the Disclosure Materials may no longer be used, or has been updated or
      supplemented), and no other person or entity is or will be authorized to give
      any information or make any representations other than those contained in the
      Disclosure Materials or to use any offering materials other than those contained
      in the Disclosure Materials in connection with the sale of the Notes. The
      Company will provide at its own expense such quantities of the Disclosure
      Materials and other documents and instruments relating to the Offering as the
      Placement Agent may reasonably request.

     

    
      
         

      

      
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    (c) The
      Company will cooperate with the Placement Agent by making available to its
      representatives such information as may be reasonably requested in making a
      reasonable investigation of the Company and its affairs and shall provide access
      to such employees as shall be reasonably requested. Prior to the First Closing
      (as defined in Section 4(c) hereof), if requested by the Placement Agent, the
      Company shall provide, at its own expense, credit or similar reports on such
      key
      management persons as the Placement Agent shall reasonably request.


     

    (d) Out
      of
      the proceeds received by it at each Closing (as hereinafter defined), the
      Company shall pay to the Placement Agent, at each Closing, a cash placement
      fee
      equal to ten percent (10%) of the principal amount of Notes purchased by each
      investor (an “Investor”) whose subscription is accepted by the Company (the
“Placement Agent’s Fee”). In addition, the Company shall pay all expenses set
      forth in Section 5(i) hereof. The Placement Agent’s Fee and the expenses set
      forth in Section 5(i) hereof will be deducted from the gross proceeds from
      the
      sale of the Notes at each Closing. The Placement Agent may direct all such
      amounts to be paid directly from the escrow account established pursuant to
      Section 4(b) hereof.

     

    (e) As
      additional compensation hereunder, at each Closing, the Company shall sell
      to
      the Placement Agent or its designees, for nominal consideration, warrants
      (collectively, the “Agent’s Warrants”) to purchase shares of the Company’s
      Common Stock equal to twenty percent (20%) of the shares into which the Notes
      sold at such Closing are convertible. The exercise price for the Agent’s
      Warrants shall be $1.00 per share. For
      clarification purposes, assuming $2 million of Notes are sold at a Closing,
      the
      Placement Agent shall be entitled to the following Agent’s Warrants:


     

    Total
      Gross Principal Amount of Notes Sold:
      $2,000,000

    20%
      of the Shares Underlying the Notes Sold:
      800,000

    Result:
      Placement Agent earns Agent’s Warrant to 

    purchase
      800,000
      shares
      of Common Stock at an
      exercise price of $1.00 per share. 

    


    The
      Agent’s Warrants shall be exercisable for seven years. Except as provided in
      this Agreement, the Agent’s Warrants shall have the same terms, including
anti-dilution and
      registration rights, as the warrants issuable to investors
      upon the
      conversion of the Notes.
      In any
      event, the Agent’s Warrants shall also contain a cashless exercise provision.


     

    (f)  The
      Company shall also pay the Placement Agent’s Fee and issue Agent’s Warrants to
      the Placement Agent with respect to, and based on, any investment by any third
      party contacted by the Placement Agent in connection with the Offering (other
      than any
      third-party with whom the Company can demonstrate it had a pre-existing
      relationship prior to the date of such contact) that
      participates in any private placement offering (a “Post-Closing Investor”) which
      occurs at any time within one (1) year from the latter of the Final Closing
      (other than those parties that participate in the proposed PPO (as defined
      in
      the Transmittal Letter) in which the Placement Agent is otherwise compensated).
      

    


    
      
         

      

      
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    (g) At
      the
      First Closing, the Company shall enter into a non-exclusive Finder's Agreement
      (the "Finder's Agreement") with the Placement Agent providing that, during
      the
      five year period after the earlier of the Termination Date or the Final Closing,
      in the event the Placement Agent introduces the Company to a third party (and
      such introduction is confirmed in writing to the Company by the Placement Agent)
      who may be interested in engaging in a merger, acquisition, joint venture or
      any
      other business combination with
      the
      Company, which may include the purchase of some or all of the stock or assets
      of
      the
      Company, the Placement Agent will be paid a finder's fee (the "Finder's Fee")
      according to the following table: 

     

    
      	 	
              (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.

            


    

     

    Notwithstanding
      the foregoing, a Finder's Fee shall not be applicable to (i) any transaction
      involving Spencer Trask and
      its
      Affiliates (as hereinafter defined) as a principal,
      (ii)
      any transaction involving a third-party with whom the Company can demonstrate
      it
      had a pre-existing relationship prior to the date of any proposed introduction
      or (iii) the proposed merger with UFood. Any such Finder's Fee due to the
      Placement Agent will be paid in cash at the closing of the particular
      consummated transaction for which the Finder's Fee is due. For purposes hereof,
      “Affiliate”
means,
      with respect to any person or entity, another person or entity that, directly
      or
      indirectly, controls that person or entity. “Control”
or
      “controls”
for
      purposes hereof means that a person or entity has the power, direct or indirect,
      to conduct or govern the policies of another person or entity. Affiliates
      shall not include portfolio companies of Spencer Trask, or other companies
      in
      which Spencer Trask has an existing investment unless the element of Control
      exists. 

     

    4. Subscription
      and Closing Procedures.

     

    (a) Each
      prospective purchaser will be required to complete and execute the Buyer
      Counterpart Signature Page to the Securities Purchase Agreement and the other
      questionnaires annexed to the Securities Purchase Agreement which will be
      forwarded or delivered to the Placement Agent at the Placement Agent’s offices
      at the address set forth in Section 11 hereof, together with the subscriber’s
      check or good funds in the full amount of the principal amount of Notes desired
      to be purchased. 

     

    
      
         

      

      
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    (b) All
      funds
      for subscriptions received from the Offering will be promptly forwarded by
      the
      Placement Agent or the Company, if received by it, to and deposited into
      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 the Company, the Placement Agent and the Escrow Agent,
      such agreement to be in form and substance satisfactory to the Company and
      the
      Placement Agent. The Company will pay all fees related to the establishment
      and
      maintenance of the Escrow Account, regardless of whether a closing occurs
      hereunder. Subject to the receipt of such subscriptions for the Minimum Amount
      and the Company’s right to accept or reject subscriptions, in whole or in part,
      in its sole discretion, the Company will either accept or reject the
      subscription documents in a timely fashion and at each Closing will provide
      duplicate copies of such subscription documents to the Placement Agent. The
      Company will give written notice to the Placement Agent of its acceptance or
      rejection 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 and directions to the
      Escrow Agent to return any subscription funds received.

     

    (c) 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 and the Securities
      Purchase Agreement have been fulfilled, a closing shall
      be
      held promptly with respect to the Notes sold (the “First Closing”). Thereafter,
      the remaining Notes will continue to be offered and sold until the Termination
      Date. Additional closings (each a “Closing”) may from time to time be conducted
      at times mutually agreeable by the Company and the Placement Agent with respect
      to additional Notes sold with the final closing (the “Final Closing”) to occur
      within 10 days after the earlier of the Termination Date or the sale of all
      Notes offered. Delivery of payment for the accepted subscriptions for Notes
      from
      the funds held in the Escrow Account will be made by wire transfer from the
      Escrow Agent to the Company at each Closing at the Placement Agent’s offices
      against delivery of the Notes by the Company at the address set forth in Section
      11 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
      Blue Sky counsel pursuant to Section 5(i) hereof as of such Closing. Executed
      certificates for the Notes 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 second full business day prior to the date of each Closing
      (“Closing Date”), and will be made available to the Placement Agent for review
      and packaging at the Placement Agent’s office at least one full business day
      prior thereto.

     

    (d) 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 Notes will be sold, and the Escrow Agent will,
      at the request of the Placement Agent, cause all monies received from
      subscribers for the Notes to be promptly returned to such subscribers without
      interest, deduction or offset.

     

    
      
         

      

      
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    5. Further
      Covenants.
      The
      Company hereby covenants and agrees that:

     

    (a) Except
      with the prior written consent of the Placement Agent (which consent shall
      not
      be unreasonably withheld), the Company shall not, at any time prior to the
      Final
      Closing, take any action that would cause any of the representations and
      warranties made by it in this Agreement not to be materially complete and
      correct 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 Closing
      Date
      (except for representations and warranties that speak as of a specific
      date).

     

    (b) If,
      at
      any time prior to the Final Closing, any event shall occur that does or may
      materially affect the Company or as a result of which it might become necessary
      to amend or supplement the Disclosure Materials so that the representations
      and
      warranties herein remain true, or in case it shall, in the reasonable opinion
      of
      counsel to the Placement Agent, be necessary to amend or supplement the
      Disclosure Materials to comply with Regulation D, Regulation S or any other
      applicable securities laws or regulations, the Company 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. The Company will
      not
      at any time, whether before or after the Final Closing, prepare or use any
      amendment or supplement to the Disclosure Materials of which the Placement
      Agent
      will not previously have been advised and furnished with a copy, or to which
      the
      Placement Agent or its counsel will have reasonably objected in writing or
      orally (confirmed in writing within 24 hours), or which is not in compliance
      in
      all material respects with the Act and other applicable securities laws or
      regulations. As soon as the Company is advised thereof, the Company will advise
      the Placement Agent and its counsel, and confirm the advice in writing, of
      any
      order preventing or suspending the use of the Disclosure Materials, or the
      suspension of the qualification or registration of the Notes for offering or
      the
      suspension of any exemption for such qualification or registration of the Notes
      for offering in any jurisdiction, or of the institution or threatened
      institution of any proceedings for any of such purposes, and the Company will
      use its commercially reasonable efforts to prevent the issuance of any such
      order, judgment or decree, and, if issued, to obtain as soon as reasonably
      possible the lifting thereof.

     

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

     

    (d) The
      Company shall use its reasonable best efforts to qualify the Notes for sale
      (or
      seek exemption therefrom) under the securities laws of such jurisdictions in
      the
      United States as may be mutually agreed to by the Company and the Placement
      Agent, and the Company will make such applications and furnish information
      as
      may be required for such purposes, provided that in no event shall the Company
      be obligated to qualify to do business in any jurisdiction where it is not
      now
      so qualified or to take any action which would subject it to general service
      of
      process in any jurisdiction where it is not now subject, and provided further
      the Company shall not be required to produce any new disclosure document other
      than the Disclosure Materials. The Company 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.

     

    
      
         

      

      
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    (e) The
      Company shall place a legend on the certificates representing the Notes, the
      Agent’s Warrants, the warrants issuable upon conversion of the Notes (the
“Investor Warrants”) and any shares issuable upon conversion of the Notes, the
      Investor Warrants or the Agent’s Warrants issued to subscribers and the
      Placement Agent stating that the securities evidenced thereby have not been
      registered under the Act or applicable state securities laws and setting forth
      or referring to the applicable restrictions on transferability and sale of
      such
      securities under the Act and applicable state securities laws.

     

    (f) The
      Company shall apply the net proceeds from the sale of the Notes to make a bridge
      loan to KnowFat Franchise Company, Inc. in the principal amount equal to the
      gross proceeds of the Offering as described under “Use of Proceeds” in the
      Disclosure Materials. 

     

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

     

    (h) Except
      with the prior written consent of the Placement Agent (which consent shall
      not
      be unreasonably withheld) or as set forth in the Disclosure Materials, the
      Company shall not, at any time prior to the earlier of the Final Closing or
      the
      Termination Date, engage in or commit to engage in any transaction outside
      the
      ordinary course of business, including without limitation the incurrence of
      material indebtedness, materially change its business or operations as described
      in the Disclosure Materials, or issue, agree to issue or set aside for issuance
      any securities (debt or equity) or any rights to acquire any such securities
      except as shall be contemplated by the Disclosure Materials.

     

    (i) Whether
      or not the transactions contemplated hereby are consummated, or this Agreement
      is terminated, the Company hereby agrees to pay all fees, costs and expenses
      incident hereto and to the Offering, including, without limitation, those in
      connection with (i)
      preparing, printing, duplicating, filing, distributing and binding the
      Disclosure Materials and any and all amendments and/or supplements thereto
      and
      any and all agreements, contracts and other documents related hereto and
      thereto; (ii)
      the
      creation, authorization, issuance, transfer and delivery of the Notes and the
      Agent’s Warrants, including, without limitation, fees and expenses of any
      transfer agent or registrar; (iii)
      the
      fees and expenses of the Escrow Agent; (iv)
      all
      reasonable fees and expenses of legal, accounting and other advisers to the
      Company; (v)
      all
      reasonable filing fees, costs and legal fees and expenses for Blue Sky services
      and related filings with respect to Blue Sky exemptions and qualifications
      (the
“Blue Sky Fees”); and (vi) reimbursement of all out-of-pocket expenses
      (including, without limitation, reasonable legal fees and expenses, mailing,
      telephone, travel, due diligence and similar expenses of the Placement Agent)
      incurred by the Placement Agent in connection with the Offering, which expenses
      shall not exceed $75,000
      in the
      aggregate without the prior written approval of the Company. 

     

    
      
         

      

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

    


    6. Conditions
      of Placement Agent’s Obligations.
      The
      obligations of the Placement Agent hereunder are subject to the fulfillment,
      at
      or before each Closing, of the following additional conditions, each of which
      may be waived in writing by the Placement Agent:

     

    (a) Each
      of
      the representations and warranties of the Company shall be true and correct
      in
      all material respects when made on the date hereof and on and as of each Closing
      Date as though made on and as of each Closing Date (except for representations
      and warranties that speak as of a specific date).

     

    (b) The
      Company shall have performed and complied in all material respects with all
      agreements, covenants and conditions required to be performed and complied
      with
      by it under the Disclosure Materials at or before each Closing.

     

    (c) No
      order
      suspending the use of the Disclosure Materials or enjoining the offering or
      sale
      of the Notes shall have been issued, and no proceedings for that purpose or
      a
      similar purpose shall have been initiated and pending, or, to the best of the
      Company’s knowledge, are contemplated or threatened.

     

    (d) At
      the
      First Closing the Company shall have an outstanding capitalization as described
      in the Disclosure Materials. All shares of capital stock currently outstanding
      are, and all shares which may be issued at the Closing will be upon issuance,
      duly authorized, validly issued, fully paid, and non-assessable. At each
      Closing, no securities (other than the warrants issued to the Placement Agent
      in
      connection with the Offering) will be issuable upon the exercise of warrants
      or
      options, without the written authorization of the Placement Agent, except (i)
      those warrants and options as set forth in the Disclosure Materials and (ii)
      those issued in prior Closings of the sale of Notes pursuant to the
      Offering.

    


    (e) The
      Placement Agent shall have received certificates of the Chief Executive Officer
      of the Company, dated as of each Closing Date, certifying on behalf of the
      Company, in such detail as Placement Agent may reasonably request, as to the
      fulfillment of the conditions set forth in subparagraphs (a), (b), (c) and
      (d)
      above.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    (f) The
      Company shall have delivered to the Placement Agent (i)
      a
      currently dated good standing certificate from the Secretary of State of Nevada
      and each jurisdiction in which the Company is qualified to do business as a
      foreign corporation (if any), and (ii)
      certified resolutions of the Company’s Board of Directors approving this
      Agreement and the other Disclosure Materials , and the transactions and
      agreements contemplated by this Agreement and the other Disclosure Materials
      .

    


    (g) At
      each
      Closing, an authorized officer of the Company shall have provided a certificate
      to the Placement Agent confirming on behalf of the Company that there have
      been
      no undisclosed material and adverse changes in the business condition (financial
      or otherwise) of the Company from the date of the Disclosure Materials, the
      absence of undisclosed liabilities (other than liabilities arising in the
      ordinary course of business) and such other matters relating to the financial
      condition of the Company that the Placement Agent may reasonably
      request.

     

    (h) At
      each
      Closing, the Company shall have (i)
      paid to
      the Placement Agent the Placement Agent’s Fee in respect of all Notes sold at
      such Closing, (ii)
      paid
      all fees, costs and expenses set forth in Section 5(i) hereof, and (iii)
      executed and delivered to the Placement Agent the Agent’s Warrants in an amount
      proportional to the Notes sold at such Closing. 

     

    (i) There
      shall have been delivered to the Placement Agent a signed opinion of counsel
      to
      the Company (“Company Counsel”), dated as of each Closing Date, in the form
      agreed upon prior to the Closing.

     

    (j) All
      proceedings taken at or prior to each Closing in connection with the
      authorization, issuance and sale of the Notes and the Agent’s 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 they may reasonably request upon reasonable prior
      notice in connection with the transactions contemplated hereby.

     

    6A.
      Mutual
      Condition.
      The
      obligations of the Placement Agent and the Company hereunder are subject to
      the
      execution by the investors of the Securities Purchase Agreement and related
      questionnaires in form and substance reasonably acceptable to the Placement
      Agent and the Company. 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    7. Indemnification.

     

    (a) The
      Company will (i)
      indemnify and hold harmless the Placement Agent, its selected dealers and their
      respective officers, directors, employees, attorneys and each person, if any,
      who controls the Placement Agent within the meaning of the Act and such selected
      dealers (each an “Indemnitee”) 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, under
      the
      Act or otherwise, in connection with the offer and sale of the Notes, whether
      such losses, claims, damages, liabilities or expenses shall result from any
      claim of any Indemnitee or 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
      the Company will not be liable in any such case to the extent that any such
      claim, damage or liability is
      found
      by a court of competent jurisdiction in a final judgment to have resulted
      primarily from
      (A)
      an untrue statement or alleged untrue statement of a material fact made in
      the
      Disclosure Materials, 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 reliance upon and in conformity with written
      information furnished to the Company by the
      Placement Agent
      or any
      such controlling persons specifically for use in the preparation thereof, (B)
      any violations by the Placement
      Agent of
      the Act
      or state securities laws which does not result from a violation thereof or
      a
      breach hereof by the Company or any of its affiliates, (C) any violation of
      Blue
      Sky filing requirements or (D) fraud, willful misconduct or gross negligence
      of
      the Placement
      Agent.
      In
      addition to the foregoing agreement to indemnify and reimburse, the Company
      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. 

     

    (b) The
      Placement Agent will indemnify and hold harmless the Company, its officers,
      directors, employees, attorneys and each person, if any, who controls the
      Company within the meaning of the Act against, and pay or reimburse any such
      person for, any and all losses, claims, damages or liabilities or expenses
      whatsoever (or actions, proceedings or investigations in respect thereof),
      joint
      or several, to which the Company or any such person may become subject under
      the
      Act or otherwise, whether such losses, claims, damages, liabilities or expenses
      (or actions, proceedings or investigations in respect thereof) shall result
      from
      any claim of the Company, any of its officers, directors, employees, agents,
      any
      person who controls the Company within the meaning of the Act or any third
      party, insofar as such losses, claims, damages or liabilities are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      the Disclosure Materials but only with reference to information contained in
      the
      Disclosure Materials 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, if made or omitted
      in
      reliance upon and in conformity with written information furnished to the
      Company by the Placement Agent or any such controlling persons, 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, including appeals. Notwithstanding the foregoing, in no
      event shall the Placement Agent’s indemnification obligation hereunder exceed
      the amount of the fees payable to it hereunder. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (c) Promptly
      after receipt by an indemnified party under this Section 7 of notice of the
      commencement of any action, claim, proceeding or investigation (“Action”), such
      indemnified party, if a claim in respect thereof is to be made against the
      indemnifying party under this Section 7, 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 which it may have to any indemnified
      party under this Section 7 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 which 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.

     

    8. Contribution.
      To
      provide for just and equitable contribution, if (i)
      an
      indemnified party makes a claim for indemnification pursuant to Section 7 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 1934
      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 commissions and
      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 8. No person guilty of a fraudulent
      misrepresentation (within the meaning of Section 11(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 8, 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 8. Anything in this Section 8 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 8 is intended to
      supersede, to the extent permitted by law, any right to contribution under
      the
      Act, the 1934 Act or otherwise available.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    9. 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 or warranties of the Company contained herein shall prove
      to
      have been false or misleading in any material respect when made or deemed made,
      (ii)
      the
      Company shall have failed to perform any of its material obligations hereunder,
      (iii)
      the
      Company shall have determined for any reason not to continue with the Offering
      or (iv)
      the
      Placement Agent shall determine in its sole discretion 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 occasioned by or
      arising out of or in connection with the matters set forth in clauses (i)-(iii)
      above, or occasioned by or arising out of or in connection with a matter set
      forth in clause (iv) above due to any breach hereunder on the part of the
      Company, the Placement Agent shall be entitled to receive, in addition to other
      rights and remedies it may have hereunder, at law or otherwise, an amount equal
      to the sum of: (A) all Placement Agent’s Fees earned through the Termination
      Date, provided
      that,
      in no
      event shall the Company’s obligation for such
      fees
      exceed
      the amount of proceeds actually received by it in the Offering,
      (B) reimbursement
      for all reasonable costs and expenses incurred by the Placement Agent through
      the date of such termination; provided,
      however,
      that
      such costs and expenses shall not exceed the sum of $75,000, and
      all
      unpaid Blue Sky Fees and other expenses set forth in Section 5(i)
      hereof,
      (C)
      all
      amounts that may become payable in
      respect of Post-Closing Investors pursuant
      to Section 3(f)
      hereof, and (D) all amounts that may become payable pursuant to Section 3(g)
      hereof. In addition to the sum of the amounts in clauses (A)-(D) in the previous
      sentence, in the event that (a) the Company is sold (in a stock or asset sale),
      merged or otherwise acquired or combined, or (b) the Company enters into a
      letter of intent or agreement with respect to the foregoing, or (c) the Company
      completes a public or private offering of its securities, in each case within
      six months after the Offering is terminated because the Company has breached
      any
      representation, warranty or covenant made by it herein or because the Company
      has determined prior to the Expiration Date (if applicable) not to proceed
      with
      the Offering, the Company shall pay to the Placement Agent an investment banking
      fee equal to three percent (3%) of the total consideration received by the
      Company and/or its stockholders in connection with such sale, merger,
      acquisition or sale of securities.

     

    (b) This
      Offering may be terminated by the Company at any time prior to the Termination
      Date in the event that (i)
      the
      Placement Agent shall have failed to perform any of its material obligations
      hereunder or (ii)
      there
      shall occur any event described in Section 9(a) hereof not occasioned by or
      arising out of or in connection with any breach or failure hereunder on the
      part
      of the Company. It is understood and agreed that the foregoing termination
      right
      is not available to the Company prior to the initial Closing in the event the
      Placement Agent is using its good faith efforts to market the Offering.


     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (c) Upon
      any
      such termination, the Company and the Placement Agent shall cooperate to ensure
      that all money in the Escrow Account received in respect of subscriptions for
      Notes not accepted by the Company are promptly returned to such subscribers
      without interest or offset. 

     

    10. 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.

     

    (b) The
      respective indemnities, agreements, representations, warranties and other
      statements of the Company 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, the Company or the
      Placement Agent, or any of their officers or directors or any controlling person
      thereof, and will survive the sale of the Notes.

     

    11. 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 faxed
      and
      confirmed to Spencer Trask Ventures, Inc., 535 Madison Avenue, 18th Floor,
      New
      York, New York 10022, Attention: William P. Dioguardi, fax number (212)
      888-9103, with a copy to Littman Krooks LLP, 655 Third Avenue, New York, New
      York 10016, Attention: Mitchell C. Littman, Esq., fax number (212) 490-2990,
      and
      if sent to the Company, will be mailed or delivered and confirmed to UFood
      Franchise Company, 12665-54th
      Avenue,
      Surrey, British Columbia V3X 3C1, Canada Attention: Brent Hahn, Chief Executive
      Officer, with a copy to Gottbetter & Partners, LLP, 488 Madison Ave.,
      12th
      Floor,
      New York, NY 10022-5718, Attention: Adam Gottbetter, Esq., fax number (212)
      400-6901.

    


    12.
      ARBITRATION,
      CHOICE OF LAW; COSTS.
      THE PARTIES HERETO AGREE TO SUBMIT ALL CONTROVERSIES TO ARBITRATION IN
      ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW AND UNDERSTAND THAT (A)
      ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING
      THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL,
      (C)
      PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT
      PROCEEDINGS, (D) THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
      FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK
      MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF
      NASD
      ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE
      AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY
      ARISE BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY
      ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO THE NASD. JUDGMENT ON
      ANY
      AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE STATE
      OF NEW YORK, COUNTY OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER
      THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES AGREE
      THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON
      THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH ARBITRATORS, IN A LEGAL
      PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE
      ATTORNEY'S FEES FROM THE OTHER PARTY.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    13. Confidentiality.
      

     

    (a) The
      Company hereby agrees to hold confidential the identities of the purchasers
      in
      the Offering and shall not disclose their names and addresses without the prior
      written consent of the Placement Agent, unless required by law. Notwithstanding
      the foregoing, the Company shall not be deemed to be in violation of this
      Section 13 by virtue of revealing the identities of such purchasers to the
      Company’s transfer agent and professional advisors or in connection with any
      registration statement.

     

    (b) The
      Placement Agent acknowledges that the securities laws prohibit the Company
      and
      the Placement Agent from disclosing material, non-public information to selected
      persons unless the Company discloses such information publicly or discloses
      such
      information on a confidential basis. The Placement Agent hereby agrees with
      the
      Company (i) to maintain in confidence any material, non-public information
      disclosed to the Placement Agent with respect to the Company, (ii) to use such
      information only in connection with the provisions of services to the Company
      hereunder, and (iii) to comply with applicable securities laws with respect
      to
      such information. The Placement Agent agrees to keep confidential during the
      Offering Period, and for one
      (1)
      year
      after
      the expiration or any termination, of this Agreement, all material nonpublic
      information provided to it by the Company or its advisors, except as required
      by
      law. Notwithstanding any provision herein to the contrary, the Placement Agent
      may disclose nonpublic information to its affiliates, agents and advisors
      whenever it determines that such disclosure is necessary to provide the services
      contemplated hereunder, provided that it advises such persons of the obligation
      to maintain the confidentiality of such information.

     

    (c) Each
      party hereby consents to the granting of an injunction against it by any court
      of competent jurisdiction to enjoin it from violating the foregoing
      confidentiality provisions. Each party hereby agrees that the other party will
      not have an adequate remedy at law in the event that the breaching party
      breaches these confidentiality provisions contained herein, and that the
      non-breaching party will suffer irreparable damage and injury as a result of
      any
      such breach. Resort to such equitable relief shall not, however, be construed
      to
      be a waiver of any other rights or remedies which the non-breaching party may
      have. 

     

    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. Any 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. If any provision
      of
      this Agreement is determined to be invalid or unenforceable in any respect,
      such
      determination shall not affect in any other respect, and the remainder of this
      Agreement shall remain in full force and effect.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    15. Entire
      Agreement.
      This
      Agreement together with any other agreement referred to herein contains the
      entire agreement between the parties hereto and is intended to supersede any
      and
      all prior agreements between the parties with respect to the subject matter
      hereof.

     

    16. Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which together shall constitute one and
      the
      same document. This Agreement may be executed by facsimile
      signatures.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


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

     

    
      	
              Very
                truly yours,

            
	 
	
              UFOOD
                FRANCHISE COMPANY

            
	 	 
	
              By:  

            	 
	
               

            	
              Name:
                Brent Hahn

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              Accepted
                and agreed to as of the 

              24th
                day of August, 2007.

            
	 	 
	
              SPENCER
                TRASK VENTURES, INC.

            
	 	 
	
              By:
                

            	 
	 	
              Name:
                William P. Dioguardi

            
	 	
              Title:
                President

            


    

    


    The
      undersigned agrees to be a primary obligor with respect to any sections
      contained herein with respect to the Company’s obligation to pay or reimburse
      expenses to the Placement Agent including, without limitation Section 5(i)
      and
      9(a) hereto. The undersigned also agrees to the provisions of Sections 3(f)
      and
      3(g) contained herein. 

    


    
      	
              KnowFat
                Franchise Company, Inc.

            
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title: