UFOOD
      RESTAURANT GROUP, INC. 

    


    2007
      EQUITY INCENTIVE PLAN

     

    Section
      1. Purpose

    


    The
      purpose of the UFood Restaurant Group, Inc. 2007 Equity Incentive Plan
      (the “2007 Plan”) is to attract and retain employees, directors and
      consultants, to provide an incentive for them to assist UFood Restaurant Group,
      Inc. (the “Corporation”) to achieve its long-range performance goals, and to
      enable them to participate in the long-term growth of the
      Corporation.

    


    Section
      2. Definitions

    


    
      	
              (a)

            	
              “Award”
                means any Option, Stock Appreciation Right, Restricted Stock Unit,
                Restricted Stock or Performance Grant awarded under the
                2007 Plan.

            


    

    


    
      	(b)	
              “Board”
                means the Board of Directors of the
                Corporation.

            


    

    


    
      	
              (c)

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time, and
                the regulations promulgated
                thereunder.

            


    

    


    
      	
              (d)

            	
              “Committee”
                means the Compensation Committee of the Board, or such other committee
                of
                not less than two members of the Board appointed by the Board to
                administer the 2007 Plan, provided that the members of such Committee
                must be Non-Employee Directors as defined in Rule 16b-3(b) promulgated
                under the Securities Exchange Act of 1934, as
                amended.

            


    

    


    
      	
              (e)

            	
              “Common
                Stock” or “Stock” means the Common Stock, par value $0.001 per share, of
                the Corporation.

            


    

    


    
      	(f)	
              “Corporation”
                means UFood Restaurant Group, Inc.

            


    

    


    
      	
              (g)

            	
              “Designated
                Beneficiary” means the beneficiary designated by a Participant, in a
                manner determined by the Board, to receive amounts due or exercise
                rights
                of the Participant in the event of the Participant’s death. In the absence
                of an effective designation by a Participant, Designated Beneficiary
                shall
                mean the Participant’s estate.

            


    

    


    
      	
              (h)

            	
              “Director”
                means any non-employee member of the
                Board.

            


    

    


    
      	
              (i)

            	
              “Fair
                Market Value” means, with respect to Common Stock or any other property,
                the fair market value of such property as determined by the Board
                in good
                faith or in the manner established by the Board from time to
                time.

            


    

    


    
      	
              (j)

            	
              “Incentive
                Stock Option” means an option to purchase shares of Common Stock, awarded
                to a Participant under Section 6, which is intended to meet the
                requirements of Section 422 of the Code or any successor
                provision.

            


    


    
      
        
 

         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              (k)

            	
              “Nonqualified
                Stock Option” means an option to purchase shares of Common Stock, awarded
                to a Participant under Section 6, which is not intended to be an
                Incentive
                Stock Option.

            


    

    


    
      	(l)	
              “Option”
                means an Incentive Stock Option or a Nonqualified Stock
                Option.

            


    

    


    
      	
              (m)

            	
              “Participant”
                means a person selected by the Board to receive an Award under the
                2007 Plan.

            


    

    


    
      	(n)	
              “Performance
                Grant” means an award to a Participant under
                Section 9.

            


    

    


    
      	
              (o)

            	
              “Restricted
                Period” means the period of time selected by the Board during which an
                award of Restricted Stock may be forfeited to the
                Corporation.

            


    

    


    
      	
              (p)

            	
              “Restricted
                Stock” means shares of Common Stock subject to forfeiture, awarded to a
                Participant under Section 8.

            


    

    


    
      	
              (q)

            	
              “Restricted
                Stock Unit” or “RSU” means units granted to a Participant that are settled
                in Stock and awarded to a Participant under Section 10. An RSU is
                a
                bookkeeping entry representing the equivalent of one share of
                Stock.

            


    

    


    
      	
              (r)

            	
              “Stock
                Appreciation Right” or “SAR” means a right to receive any excess in value
                of shares of Common Stock over the reference price, awarded to a
                Participant under Section 7.

            


    

    


    Section
      3. Administration

    


    The
      Board
      shall have the responsibility to administer the 2007 Plan. However, the
      Board may designate the Committee to administer the 2007 Plan on its
      behalf. The Board, or if designated, the Committee, shall have authority to
      adopt, alter and repeal such administrative rules, guidelines and practices
      governing the operation of the 2007 Plan as it shall from time to time
      consider advisable, and to interpret the provisions of the 2007 Plan. The
      Board’s decisions shall be final and binding. To the extent permitted by
      applicable law and permitted to meet the requirements of Rule 16b-3
      promulgated under the Securities Exchange Act of 1934, as amended, the Board
      may
      delegate to the Committee the power to make Awards to Participants and all
      determinations under the 2007 Plan with respect thereto.

    


    Section
      4. Eligibility

    


    All
      employees and, in the case of Awards other than Incentive Stock Options,
      Directors, advisors and consultants of the Corporation capable of contributing
      significantly to the successful performance of the Corporation are eligible
      to
      be Participants in the 2007 Plan.


    
      
        
 

         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      5. Stock
      Available for Awards

    


    
      	
              (a)

            	
              Subject
                to adjustment under subsection (b), Awards may be made under the
                2007 Plan of up to a maximum of 3,000,000 shares of Common Stock. If
                any Award in respect of shares of Common Stock granted under the
                2007 Plan expires, terminates, is terminated unexercised or is
                forfeited for any reason or settled in a manner that results in fewer
                shares outstanding than were initially awarded, including without
                limitation the surrender of shares in payment for the Award or any
                tax
                obligation thereon, the shares subject to such Award or so surrendered,
                as
                the case may be, to the extent of such expiration, termination, forfeiture
                or decrease, shall again be available for award under the 2007 Plan,
                subject, however, in the case of Incentive Stock Options, to any
                limitation required under the Code. Common Stock issued through the
                assumption or substitution of outstanding grants from an acquired
                corporation shall not reduce the shares available for Awards under
                the
                2007 Plan. Shares issued under the 2007 Plan may consist in
                whole or in part of authorized but unissued shares or treasury
                shares.

            


    

    


    
      	
              (b)

            	
              In
                the event that the Board determines that any stock dividend, extraordinary
                cash dividend, creation of a class of equity securities, recapitalization,
                stock split, reverse stock split, reclassification, reorganization,
                merger, consolidation, split-up, spin-off, liquidation, combination,
                exchange of shares, warrants or rights offering to purchase Common
                Stock
                at a price substantially below fair market value, or other similar
                transaction affects the Common Stock such that an adjustment is required
                in order to preserve the benefits or potential benefits intended
                to be
                made available under the 2007 Plan, then the Board, subject, in the
                case of Incentive Stock Options, to any limitation required under
                Section
                422 of the Code, and with respect to other Awards, any applicable
                requirements of Section 409A of the Code, shall equitably adjust
                any or
                all of (i) the number and kind of shares in respect of which Awards
                may be made under the 2007 Plan, (ii) the number and kind of
                shares subject to outstanding Awards, and (iii) the award, exercise
                or conversion price with respect to any of the foregoing, and if
                considered appropriate, the Board may make provision for a cash payment
                with respect to an outstanding Award, provided that the number of
                shares
                subject to any Award shall always be a whole
                number.

            


    

    


    Section
      6. Stock
      Options

    


    
      	
              (a)

            	
              Subject
                to the provisions of the 2007 Plan, the Board may award Incentive
                Stock Options and Nonqualified Stock Options and determine the number
                of
                shares to be covered by each Option, the option price therefore and
                the
                conditions and limitations applicable to the exercise of the Option.
                The
                terms and conditions of Incentive Stock Options shall be subject
                to and
                comply with Section 422 of the Code, or any successor provision,
                and any
                regulations thereunder.

            


    

    


    
      	
              (b)

            	
              The
                Board shall establish the option price at the time each Option is
                awarded,
                which price shall not be less than 100% of the Fair Market Value
                of the
                Common Stock on the date of award with respect to such
                Option.

            


    


    
      
         

        


         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              (c)

            	
              Each
                Option shall be exercisable at such times and subject to such terms
                and
                conditions as the Board may specify in the applicable Award or thereafter.
                The Board may impose such conditions with respect to the exercise
                of
                Options, including conditions relating to applicable federal or state
                securities laws, as it considers necessary or
                advisable.

            


    

    


    
      	
              (d)

            	
              No
                shares shall be delivered pursuant to any exercise of an Option until
                payment in full of the option price therefore is received by the
                Corporation. Such payment may be made in whole or in part in cash
                or, to
                the extent permitted by the Board at or after the award of the Option,
                by
                delivery of shares of Common Stock owned by the option holder, valued
                at
                their Fair Market Value on the date of delivery, by the reduction
                of the
                shares of Common Stock that the optionholder would be entitled to
                receive
                upon exercise of the Option, such shares to be valued at their Fair
                Market
                Value on the date of exercise, less their option price (a so-called
                “cashless exercise”), or such other lawful consideration as the Board may
                determine. 

            


    

    


    
      	
              (e)

            	
              In
                the case of Incentive Stock Options the following additional conditions
                shall apply to the extent required under Section 422 of the Code
                for the
                options to qualify as Incentive Stock
                Options:

            


    

    


    
      	 	
              (i)

            	
              Such
                options shall be granted only to employees of the Corporation, and
                shall
                not be granted to any person who owns stock that possesses more than
                ten
                percent of the total combined voting power of all classes of stock
                of the
                Corporation or of its parent or subsidiary corporation (as those
                terms are
                defined in Section 422(b) of the Code), unless, at the time of such
                grant,
                the exercise price of such option is at least 110% of the fair market
                value of the stock that is subject to such option and the option
                shall not
                be exercisable more than five years after the date of
                grant;

            


    

    


    
      	
            	(ii)	
              Such
                options shall, by their terms, be transferable by the optionholder
                only by
                the laws of descent and distribution, and shall be exercisable only
                by
                such optionholder during his
                lifetime.

            


    

    


    
      	
            	(iii)	
              Such
                options shall not be granted more than ten years from the effective
                date
                of the 2007 Plan or any subsequent amendment to the 2007 Plan
                approved by the stockholders of the Corporation which extends this
                Incentive Stock Option expiration date, and shall not be exercisable
                more
                than ten years from the date of
                grant.

            


    

    


    
      	 	
              (iv)

            	
              Notwithstanding
                other provisions hereof, the aggregate Fair Market Value (determined
                at
                the time the Incentive Stock Option is granted) of the Common Stock
                with
                respect to which Incentive Stock Options are exercisable for the
                first
                time by the employee during any calendar year (under all such plans
                of the
                employee’s employer corporation and its parent and subsidiary
                corporations) shall not exceed
                $100,000.

            


    


    
      
        
 

         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      7. Stock
      Appreciation Rights

    


    Subject
      to the provisions of the 2007 Plan, the Board may award SARs in tandem with
      an Option (at or after the award of the Option), or alone and unrelated to
      an
      Option. The Board shall establish the option price at the time each SAR is
      awarded, which price shall not be less than 100% of the Fair Market Value of
      the
      Common Stock on the date of award with respect to SARs. SARs granted in tandem
      with an Option shall terminate to the extent that the related Option is
      exercised, and the related Option shall terminate to the extent that the tandem
      SARs are exercised.

    


    Section
      8. Restricted
      Stock

    


    
      	
              (a)

            	
              Subject
                to the provisions of the 2007 Plan, the Board may award shares of
                Restricted Stock and determine the duration of the Restricted Period
                during which, and the conditions under which, the shares may be forfeited
                to the Corporation and the other terms and conditions of such Awards.
                Shares of Restricted Stock may be issued for no cash consideration
                or such
                minimum consideration as may be required by applicable
                law.

            


    

    


    
      	
              (b)

            	
              Shares
                of Restricted Stock may not be sold, assigned, transferred, pledged
                or
                otherwise encumbered, except as permitted by the Board, during the
                Restricted Period. Shares of Restricted Stock shall be evidenced
                in such
                manner as the Board may determine. Any certificates issued in respect
                of
                shares of Restricted Stock shall be registered in the name of the
                Participant and unless otherwise determined by the Board deposited
                by the
                Participant, together with a stock power endorsed in blank, with
                the
                Corporation. At the expiration of the Restricted Period, the Corporation
                shall deliver such certificates to the Participant or, if the Participant
                has died, to the Participant’s Designated
                Beneficiary.

            


    

    


    
      	
              (c)

            	
              Holders
                of Restricted Stock shall have the right to receive any dividends
                declared
                or paid with respect to such Restricted Stock, provided, however
                that the
                Board may provide that any dividends paid on Restricted Stock must
                be
                reinvested in shares of Stock, which may or may not be subject to
                the same
                terms and conditions of such Restricted
                Stock.

            


    

    


    Section
      9. Performance
      Grants

    


    Subject
      to the provisions of the 2007 Plan, the Board may award Performance Grants
      to Participants. The Board shall establish performance goals for the Awards,
      including performance criteria, target and maximum amounts payable, and other
      terms and conditions, including, if applicable, the provisions of Section 162(m)
      of the Code.

    


    Section
      10. Restricted
      Stock Units

    


    Subject
      to the provisions of the 2007 Plan, the Board may award Restricted Stock
      Units to Participants. The Board shall determine criteria for vesting and the
      value of each RSU at the time each RSU is awarded, which value shall be equal
      to
      100% of the Fair Market Value of the Common Stock on the date of award with
      respect to RSUs. If dividends or dividend equivalents are credited under this
      Section 10 of the 2007 Plan, such dividends or dividend equivalents
      shall be deferred until such time as the RSU is settled. RSUs shall be settled
      in shares of Common Stock.


    
      
        
 

         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      11. General
      Provisions Applicable to Awards

    


    
      	
              (a)

            	
              Documentation.
                Each Award under the 2007 Plan shall be evidenced by a written
                document delivered to the Participant specifying the terms and conditions
                thereof and containing such other terms and conditions not inconsistent
                with the provisions of the 2007 Plan as the Board considers necessary
                or advisable to achieve the purposes of the 2007 Plan or comply with
                applicable tax and regulatory laws and accounting principles. If
                such
                written document evidences an Award of Options, it shall specify
                whether
                such Options are intended to be Nonqualified Stock Options or Incentive
                Stock Options, and in the absence of such specification such Options
                shall
                be deemed Nonqualified Stock
                Options.

            


    

    


    
      	
              (b)

            	
              Board
                Discretion.
                Each type of Award may be made alone, in addition to or in relation
                to any
                other type of Award. The terms of each type of Award need not be
                identical, and the Board need not treat Participants uniformly. Except
                as
                otherwise provided by the 2007 Plan or a particular Award, any
                determination with respect to an Award may be made by the Board at
                the
                time of award or at any time thereafter.


            


    

    


    
      	
              (c)

            	
              Settlement.
                The Board shall determine whether Awards, other than Restricted Stock
                Units, are settled in whole or in part in cash, Common Stock, other
                securities of the Corporation, Awards, other property or such other
                methods as the Board may deem appropriate. If shares of Common Stock
                are
                to be used in payment pursuant to an Award and such shares were acquired
                upon the exercise of a stock option (whether or not granted under
                the
                2007 Plan), such shares must have been held by the Participant for at
                least six months.

            


    

    


    
      	
              (d)

            	
              Termination
                of Employment.
                The Board shall determine the effect on an Award of the disability,
                death,
                retirement or other termination of employment of a Participant and
                the
                extent to which, and the period during which, the Participant’s legal
                representative, guardian or Designated Beneficiary may receive payment
                of
                an Award or exercise rights
                thereunder.

            


    

    


    
      	
              (e)

            	
              Change
                in Control.
                In order to preserve a Participant’s rights under an Award in the event of
                a change in control of the Corporation, as defined in Treasury Regulation
                Section 1.409A-3(i)(5)(i), the Board in its discretion may, at the
                time an Award is made or at any time thereafter, take one or more
                of the
                following actions: (i) provide for the acceleration of any time period
                relating to the exercise or realization of the Award, (ii) provide
                for the purchase of the Award upon the Participant’s request for an amount
                of cash or other property that could have been received upon the
                exercise
                or realization of the Award had the Award been currently exercisable
                or
                payable, (iii) adjust the terms of the Award in a manner determined
                by the
                Board to reflect the change in control, (iv) cause the Award to be
                assumed, or new rights substituted therefore, by another entity,
                or (v)
                make such other provision as the Board may consider equitable and
                in the
                best interests of the Corporation. Notwithstanding the foregoing,
                any
                change in Incentive Stock Options shall comply with the rules under
                Section 424 of the Code and no change may be made to any Award which
                would
                make the Award subject to the provisions of Section 409A of the
                Code.

            


    


    
      
         

        


         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              (f)

            	
              Withholding.
                The Corporation shall have the power and the right to deduct or withhold,
                or require a Participant to remit to the Corporation an amount sufficient
                to satisfy federal, state and local taxes (including the Participant’s
                FICA obligation) required to be withheld with respect to an Award
                or any
                dividends or other distributions payable with respect thereto. In
                the
                Board’s discretion, such tax obligations may be paid in whole or in part
                in shares of Common Stock, including shares retained from the Award
                creating the tax obligation, valued at their Fair Market Value on
                the date
                of delivery. The Corporation may, to the extent permitted by law,
                deduct
                any such tax obligations from any payment of any kind otherwise due
                to the
                Participant.

            


    

    


    
      	
              (g)

            	
              Amendment
                of Award.
                The Board may amend, modify or terminate any outstanding Award, including
                substituting therefore another Award of the same or a different type,
                changing the date of exercise or realization and converting an Incentive
                Stock Option to a Nonqualified Stock Option, provided that the
                Participant’s consent to such action shall be required unless the Board
                determines that the action, taking into account any related action,
                would
                not materially and adversely affect the
                Participant.

            


    

    


    
      	
              (h)

            	
              Transfer.
                Except as otherwise provided by the Board, Awards under the 2007 Plan
                are not transferable other than as designated by the Participant
                by will
                or by the laws of descent and
                distribution.

            


    

    


    
      	
              (i)

            	
              Compliance
                with Section 409A of the Code.
                To the extent applicable, the 2007 Plan is intended to be operated in
                good faith compliance with the requirements of Section 409A of the
                Code
                and its accompanying regulations, and any additional guidance issued
                under
                Section 409A. To the extent that any provision of the 2007 Plan
                violates Section 409A, such provision shall be deemed inoperative
                and the
                remaining provisions of the 2007 Plan shall continue to be fully
                effective.

            


    

    


    Section
      12. Miscellaneous

    


    
      	
              (a)

            	
              No
                Right to Employment.
                No person shall have any claim or right to be granted an Award, and
                the
                grant of an Award shall not be construed as giving a Participant
                the right
                to continued employment. The Corporation expressly reserves the right
                at
                any time to dismiss a Participant free from any liability or claim
                under
                the 2007 Plan, except as expressly provided in the applicable
                Award.

            


    

    


    
      	
              (b)

            	
              No
                Rights as Shareholder.
                Subject to the provisions of the applicable Award, no Participant
                or
                Designated Beneficiary shall have any rights as a shareholder with
                respect
                to any shares of Common Stock to be distributed under the 2007 Plan
                until he or she becomes the holder thereof. A Participant to whom
                Common
                Stock is awarded shall be considered the holder of the Stock at the
                time
                of the Award except as otherwise provided in the applicable
                Award.

            


    


    
      
         

        


         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              (c)

            	
              Effective
                Date and Duration of the 2007 Plan.
                The 2007 Plan was adopted by the Board and stockholders of the Corporation
                and became effective on August 17, 2007. Unless earlier terminated
                by the
                Board, the 2007 Plan shall terminate on August 17,
                2017.

            


    

    


    
      	
              (d)

            	
              Amendment
                of 2007 Plan.
                The Board may amend, suspend or terminate the 2007 Plan or any
                portion thereof at any time, without shareholder approval, provided
                that
                no amendment shall be made without shareholder approval if such approval
                is necessary to comply with any applicable requirement of the laws
                of the
                jurisdiction of incorporation of the Corporation, any applicable
                tax
                requirement, including Section 422 of the Code, any applicable rules
                or regulation of the Securities and Exchange Commission, including
                Rule 16b-3 (or any successor rule thereunder), or the rules and
                regulations of NASDAQ or any other exchange or stock market over
                which the
                Corporation’s securities are listed. No amendment shall be made where such
                amendment increases the total number of shares of Common Stock reserved
                for issuance of Awards or reduced the minimum exercise price for
                options
                or exchange of options for other Awards, unless such change is authorized
                by the shareholders within one
                year.

            


    

    


    
      	
              (e)

            	
              Governing
                Law.
                The provisions of the 2007 Plan shall be governed by and interpreted
                in accordance with the laws of the jurisdiction of incorporation
                of the
                Corporation.

            


    

    


    
      	
              (f)

            	
              Indemnity.
                Neither the Board nor the Committee, nor any members of either, nor
                any
                employees of the Corporation or any parent, subsidiary, or other
                affiliate, shall be liable for any act, omission, interpretation,
                construction or determination made in good faith in connection with
                their
                responsibilities with respect to the 2007 Plan, and the Corporation
                hereby agrees to indemnify the members of the Board, the members
                of the
                Committee, and the employees of the Corporation and its parent or
                subsidiaries in respect of any claim, loss, damage, or expense (including
                reasonable counsel fees) arising from any such act, omission,
                interpretation, construction or determination to the full extent
                permitted
                by law.