SUBORDINATION
      AGREEMENT

     

    THIS
      SUBORDINATION AGREEMENT (this “Subordination
      Agreement”)
      dated
      as of September 24, 2007, is by and among TD Banknorth, N.A. (the “Senior
      Creditor”)
      and
      UFood Franchise Company, a Nevada corporation ( the “Subordinated
      Creditor”).

     

    Reference
      is made to that certain Credit Agreement, dated as of May 27, 2005, between
      KFLG
      Watertown, Inc., a Massachusetts corporation (the “Borrower”)
      and
      the Senior Creditor, as amended from time to time (as amended, the “Credit
      Agreement”),
      and
      that certain Guarantee and Security Agreement, dated as of May 27, 2005, made
      by
      Knowfat Franchise Company, Inc., a Delaware corporation (the “Guarantor,
      and
      together with the Borrower, the “Credit
      Parties”)
      in
      favor of the Senior Creditor, as amended from time to time. Any capitalized
      term
      not defined in this Subordination Agreement shall have the meaning provided
      in
      the Credit Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereby agree as follows:

     

    1. Representations
      by Subordinated Creditor.
      The
      Subordinated Creditor represents to the Senior Creditor that the maximum amount
      of Indebtedness which may be incurred by the Credit Parties to the Subordinated
      Creditor is set forth in Schedule
      I
      hereto.
      The Subordinated Creditor further represents that said Indebtedness, has not
      heretofore been, not will it be, assigned to or subordinated in favor of any
      other Person and that Subordinated Creditor holds no security
      therefor.

     

    2. Subordination.
      Subordinated Creditor hereby subordinates all present and future Indebtedness
      and other obligations of the Credit Parties (including without limitation,
      (i)
      any indebtedness and obligations of the Guarantor under the Unsecured
      Subordinated Bridge Loan Promissory Note, dated as of the date hereof (the
      “Note”),
      (ii)
      any put, call, redemption or repurchase obligations or any other obligation
      of
      the Credit Parties to repurchase or redeem any equity interests in the Credit
      Parties or any warrants or other securities from any Credit Party or (iii)
      any
      obligation of the Credit Parties to pay any cash dividends or distributions
      owed
      to the Subordinated Creditor (all such Indebtedness and other obligations are
      hereinafter collectively referred to as the “Subordinated
      Indebtedness”),
      to
      any and all Indebtedness now or hereafter owing by the Credit Parties (including
      any interest accruing after the commencement of any proceeding by or against
      the
      Credit Parties under the federal bankruptcy laws, as now or hereafter
      constituted, or any other applicable federal, state or foreign bankruptcy,
      insolvency or other similar law, and any other interest that would have accrued
      but for the commencement of such proceeding, whether or not any such interest
      is
      allowed as a claim enforceable against the Credit Parties in such proceeding)
      to
      the Senior Creditor (the “Senior
      Indebtedness”)
      to the
      extent and in the manner hereinafter set forth, and the Subordinated Creditor
      agrees not to demand, accept or receive any payment in respect of the
      Subordinated Indebtedness, including, without limitation, any payment received
      through the exercise of any right of setoff, counterclaim or cross claim, or
      any
      collateral therefor, in contravention hereof; provided,
      however,
      so long
      as no default or event of default under or within the meaning of any of the
      loan
      documents evidencing the Senior Indebtedness shall have occurred and be
      continuing at the time of such payment, and so long as no default or event
      of
      default under or within the meaning of any of the loan documents evidencing
      the
      Senior Indebtedness would occur as a result of, and after giving effect to,
      any
      such payment the Guarantor may pay to the Subordinated Creditor, and the
      Subordinated Creditor may accept from the Guarantor, regularly scheduled
      payments of interest at a rate no greater than 9% per annum on the monthly
      interest payment dates set forth in the Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (a) In
      the
      event of any insolvency or bankruptcy proceedings, or any receivership,
      liquidation, reorganization or other similar proceedings in connection
      therewith, relative to the Credit Parties or to their creditors, as such, or
      to
      their properties, or in the event of any proceedings for voluntary liquidation,
      dissolution or other winding up of the Credit Parties, whether or not involving
      insolvency or bankruptcy, then the Senior Creditor shall be entitled to receive
      payment in full in cash of all of the Senior Indebtedness before the
      Subordinated Creditor is entitled to receive any payment in respect of the
      Subordinated Indebtedness, and to that end the holders of the Senior
      Indebtedness shall be entitled to receive for application in payment thereof
      any
      payment or distribution of any kind or character, whether in cash or property
      or
      securities, which may be payable or deliverable in any such proceedings in
      respect of the Subordinated Indebtedness;

     

    (b) Upon
      the
      occurrence of any Event of Default as defined or provided in the Credit
      Agreement or in any other agreement of the Credit Parties with the Senior
      Creditor, and during the continuance thereof, no amount shall be paid, whether
      in cash, property, or securities or otherwise, in respect of the principal
      of or
      premium, if any, or interest on the Subordinated Indebtedness; and

     

    (c) No
      amount
      shall be paid by any Credit Party or accepted or retained by the Subordinated
      Creditor, whether in cash, property, securities or otherwise, in respect of
      the
      Subordinated Indebtedness, except as specifically permitted under this
      Agreement.

     

    3. Collateral
      Assignment of Claims. etc.
      As
      security for the Senior Indebtedness and in order to effectuate the foregoing
      subordination, the Subordinated Creditor hereby transfers and assigns to the
      Senior Creditor all claims or demands of the Subordinated Creditor against
      the
      Credit Parties, with full right on the part of the Senior Creditor, in its
      own
      name or in their names as attorney in fact for the Subordinated Creditor, to
      collect and enforce said claims by suit, proof of debt in bankruptcy or other
      liquidation, reorganization or insolvency proceedings or otherwise and to vote
      said claims in any such proceedings. If requested by the Senior Creditor, the
      Credit Parties and the Subordinated Creditor will: (a) promptly deliver or
      cause
      to be delivered to the Senior Creditor all promissory notes or other negotiable
      instruments evidencing the Subordinated Indebtedness, which promissory notes
      or
      negotiable instruments shall be endorsed to the Senior Creditor; and (b)
      promptly execute and deliver to the Senior Creditor all such further
      instruments, and proofs of claim, assignments of claim and other instruments,
      as
      may reasonably be requested by the Senior Creditor to enforce all claims upon
      or
      in respect of the Subordinated Indebtedness; and (c) take all such other action,
      as may be requested by the Senior Creditor to enforce all claims upon or in
      respect of the Subordinated Indebtedness. All such promissory notes and other
      negotiable instruments evidencing any Subordinated Indebtedness shall bear
      an
      appropriate legend referring to this Subordination Agreement and reciting that
      the payment of the Subordinated Indebtedness evidenced thereby is subject to
      the
      provisions hereof.


    
      
        
        

      

      
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    4. Delivery
      of Payments.
      If,
      prior to the satisfaction of the Senior Indebtedness and the termination of
      the
      obligation of the Senior Creditor to make loans to the Borrower under the Credit
      Agreement and the documents related thereto, the Subordinated Creditor receives
      any payment with respect to any of the Subordinated Indebtedness (except for
      payments, if any, permitted under Section 2 hereof) or any security for or
      on
      account of the Subordinated Indebtedness, the Subordinated Creditor shall
      forthwith deliver such payment or security to the Senior Creditor, in precisely
      the form received, except for the Subordinated Creditor’s endorsement when
      necessary, for application on account of or as security for the Senior
      Indebtedness and until so delivered, such payment or security shall be held
      in
      trust by the Subordinated Creditor as the property of the Senior Creditor.
      In
      the event of the failure of the Subordinated Creditor to endorse any instrument
      for the payment of money so received by the Subordinated Creditor, the Senior
      Creditor is irrevocably appointed an attorney for the Subordinated Creditor
      with
      full power to make such endorsement and with full power of
      substitution.

     

    5. Further
      Assurances.
      In
      order to carry out the terms and intent of this Subordination Agreement more
      effectively, the Subordinated Creditor will do all acts and execute all further
      documents and instruments necessary or convenient to preserve for the Senior
      Creditor the benefits of this Subordination Agreement.

     

    6. Waivers.
      etc.
      No
      action which the Senior Creditor, or the Credit Parties with the consent of
      the
      Senior Creditor, may take or refrain from taking with respect to any Senior
      Indebtedness, or any note or notes representing the same, or any collateral
      therefor, including any waiver or release thereof or of any agreement or
      agreements (including guaranties) in connection therewith, shall affect this
      Subordination Agreement or the obligations of the Subordinated Creditor
      hereunder. No waiver shall be deemed to be made by the Senior Creditor of any
      of
      their rights hereunder unless the same shall be in writing and then only with
      respect to the specific instance involved, and shall in no way impair or offset
      the rights of the Senior Creditor or the obligations of the Subordinated
      Creditor in any other respect or at any other time.

     

    7. Transfer.
      The
      Subordinated Creditor will not transfer, sell or otherwise dispose of any of
      the
      Subordinated Indebtedness except to a transferee who agrees to become a party
      hereto and with the prior written consent of the Senior Creditor.

     

    8. Miscellaneous
      Notices.
      This
      Subordination Agreement shall be binding upon the Subordinated Creditor and
      the
      Credit Parties and their respective heirs, legal representatives, successors
      and
      assigns and shall inure to the benefit of the Senior Creditor and their
      respective legal representatives, successors and assigns (including without
      limitation any transferee of any Senior Indebtedness). This Subordination
      Agreement may be executed in any number of counterparts and by the different
      parties hereto on separate counterparts, each of which when so executed and
      delivered shall be an original, but all of the counterparts shall together
      constitute one and the same instrument. Notices hereunder shall be given in
      accordance with the terms of Section 8.2 of the Credit Agreement. The
      Subordinated Creditor’s address for notices is set forth on the signature page
      hereto.


    
      
        
        

      

      
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    9. Governing
      Law; Jurisdiction; Waiver of Jury Trial.
      This
      Subordination Agreement, including the validity hereof and the rights and
      obligations of the parties hereunder, shall be construed in accordance with
      and
      governed by the laws of the Commonwealth of Massachusetts. The Subordinated
      Creditor, to the extent that the Subordinated Creditor may lawfully do so,
      hereby consents to service of process, and to be sued, in the Commonwealth
      of
      Massachusetts and consents to the non-exclusive jurisdiction of any state or
      federal courts located in the Commonwealth of Massachusetts, as well as to
      the
      jurisdiction of all courts to which an appeal may be taken from such courts,
      for
      the purpose of any suit, action, or other proceeding arising out of any of
      the
      Subordinated Creditor’s obligations hereunder or with respect to the
      transactions contemplated hereby, and expressly waives any and all objections
      as
      to venue in any such courts. The Subordinated Creditor further agrees that
      a
      summons and complaint commencing an action or proceeding in any of such courts
      shall be properly served and confer personal jurisdiction if served personally
      or by certified mail at the address set forth below under the signature of
      the
      Subordinated Creditor or as otherwise provided under the laws of the
      Commonwealth of Massachusetts. Nothing in this Subordination Agreement shall
      affect any right the Senior Creditor may otherwise have to bring an action
      or
      proceeding relating to this Subordination Agreement against the Subordinated
      Creditor or its properties in the courts of any jurisdiction. EACH PARTY HERETO
      IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR OTHER
      PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH PERSON IN RESPECT OF ITS
      OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

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    This
      Subordination Agreement is executed as a sealed instrument as of the day and
      year first above written.

    


    
      	
              SUBORDINATED
                CREDITOR:

            
	 
	
              UFOOD
                FRANCHISE COMPANY

            
	 	 
	
              By:

            	 
	
               

            	
              
                Name:
                  Brent Hahn

              

            
	
               

            	
              
                Title:
                  President

              

            


    

    


    
      	
              Address
                for Notices:

            
	 	
              12516-52A
                Avenue

            
	 	
              Surrey,
                BC V3X 3K3

            
	 	
              Facsimile
                #: 604-590-8159

            


    

     

    The
      foregoing Subordination Agreement is hereby accepted:

    


    
      	
              SENIOR
                CREDITOR:

            
	 
	
              TD
                BANKNORTH, N.A.

            
	 
	
              By:
                

            	 
	
               

            	
              Name: 

            
	
               

            	
              Title: 

            
	
               

            	
              Address: 

            
	 
	
              CREDIT
                PARTIES:

            
	 
	
              KNOWFAT
                FRANCHISE COMPANY, INC.

            
	 	 
	
              By:
                

            	 
	
               

            	
              Name: 

            
	
               

            	
              Title: 

            
	 
	
              KFLG
                WATERTOWN, INC.

            
	 
	
              By:
                

            	 
	
               

            	
              Name: 

            
	
               

            	
              Title: 

            


    

    


    [Signature
      Page Subordination Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      I

    


    Indebtedness
      of Subordinated Creditor

    


    Up
      to
      $2,000,000 principal amount of Unsecured Subordinated Bridge Loan Promissory
      Notes of KnowFat Franchise Company, Inc. payable to the Subordinated Creditor