SECURITIES
      PURCHASE AGREEMENT

     

    THIS SECURITIES
      PURCHASE AGREEMENT
      (this
“Agreement”), dated as of September 24, 2007, is entered into by and among
UFood
      Franchise Company (f/k/a
      Axxent Media Corporation), a Nevada corporation (the “Company”), and the
      Buyer(s) set forth on the signature pages affixed hereto (individually, a
“Buyer” or collectively “Buyers”).

     

    WITNESSETH:

     

    WHEREAS,
      the
      Company and the Buyer(s) are executing and delivering this Agreement in reliance
      upon an exemption from securities registration pursuant to Section 4(2) and/or
      Rule 506 of Regulation D (“Regulation D”) and/or Regulation S (“Regulation
      S”) as promulgated by the U.S. Securities and Exchange Commission (the “SEC”)
      under the Securities Act of 1933, as amended (the “Securities
      Act”);

     

    WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, and as further described in the Transmittal Letter dated August 24,
      2007
      (the “Transmittal Letter”), the Company shall sell to the Buyers, as provided
      herein, and the Buyers shall purchase a minimum (the “Minimum”) of One Million
      Dollars ($1,000,000) (the “Minimum Purchase Price”) and a maximum (the
“Maximum”) of up to Two Million Dollars ($2,000,000) (the “Maximum Purchase
      Price” and, collectively with the Minimum Purchase Price, the “Purchase Price”)
      principal amount of Convertible Promissory Notes (the “Convertible Notes”),
      which shall become convertible into units (“Units”) of the Company’s securities
      at a conversion price of $0.50 per Unit. Each Unit shall consist of one share
      of
      the Company’s common stock, par value $0.001 (the “Common Stock”) (as converted,
      the “Conversion Shares”) and fifty percent (50%) of one common stock purchase
      warrant (“Warrants”), exercisable per whole Warrant at a price of $1.25 per
      share. The total Purchase Price shall be allocated among the Buyer(s) in the
      respective amounts set forth on the Buyer Counterpart Signature Page(s), affixed
      hereto (the “Subscription Amount”); 

     

    WHEREAS,
      all
      of
      the total principal amount of the Convertible Notes, subject to the deduction
      of
      any and all fees and expenses, shall be utilized by the Company to make a loan
      (the “Bridge Loan”) to KnowFat Franchise Company, Inc. (collectively with its
      subsidiaries, “UFood”); 

     

    WHEREAS,
      the
      Company (i) is currently negotiating a reverse triangular merger with UFood
      (the
“Merger”) and (ii) intends to conduct a private placement offering (the “PPO”)
      of its Units to close simultaneously with the closing of the Merger;


     

    WHEREAS,
      in
      anticipation of the Merger and the PPO, the Company has (i) changed its name
      to
“UFood Franchise Company”, (ii) increased its authorized capital stock (the
“Recapitalization”) to 300,000,000 shares of Common Stock and 10,000,000 shares
      of preferred stock, $0.001 par value per share (“Preferred Stock”), and (iii)
      conducted a one and one-half for one forward stock split (the “Stock Split”) in
      the form of a stock dividend; 

     

    WHEREAS,
      the
      Convertible Notes shall be automatically converted into Units simultaneously
      with the closing of the Merger and the PPO (the Merger, the PPO, the Stock
      Split
      and the transactions contemplated thereby are sometimes hereinafter referred
      to
      as the “Transactions”); and


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      the
      aggregate proceeds of the sale of the Convertible Notes shall be held in escrow
      pursuant to the terms of an escrow agreement substantially in the form of the
      Escrow Agreement among the Company, the Buyer(s), the Placement Agent (as
      hereinafter defined) and the Escrow Agent (as defined below) (the “Escrow
      Agreement”).

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement the Company and the Buyer(s) hereby agree as follows:

     

    1. PURCHASE
      AND SALE OF CONVERTIBLE NOTES.

     

    (a) Purchase
      of Convertible Notes.
      Subject
      to the satisfaction (or waiver) of the terms and conditions of this Agreement,
      each Buyer agrees, severally and not jointly, to purchase at Closing (as defined
      herein below) and the Company agrees to sell and issue to each Buyer, severally
      and not jointly, at Closing, Convertible Notes in amounts set forth on the
      signature pages affixed hereto. Upon execution of this Agreement on the Buyer
      Counterpart Signature Page, attached hereto as Annex A, and completion of the
      Accredited Investor Certification, the Investor Profile, and if applicable,
      the
      Wire Transfer Authorization (each attached hereto) by a Buyer, the Buyer shall
      wire transfer the Subscription Amount set forth on the signature pages affixed
      hereto in same-day funds set forth immediately below, which Subscription Amount
      shall be held in escrow pursuant to the terms of the Escrow Agreement and
      disbursed in accordance therewith.

     

    
      	
              Wire
                Instructions

            
	 	 
	
              Bank:
                

            	
              Signature
                Bank

            
	 	
              261
                Madison Avenue

            
	 	
              New
                York, NY 10016

            
	
              ABA#:
                

            	
              026013576

            
	
              S.W.I.F.T.

            	
              signus33

            
	
              Account
                Name: 

            	
              Signature
                Bank, as Escrow Agent for UFood Franchise
                Company

            
	
              Account#:
                

            	
              1500
                974482

            
	
              FBO:
                

            	
              Buyer
                Name

            
	 	
              Social
                Security Number

            
	 	
              Address

            


    

    


    (b) Closing
      Date.
      The
      initial closing of the purchase and sale of the Convertible Notes (the
“Closing”) shall take place at 10:00 a.m. Eastern Standard Time on or before the
      fifth (5th)
      business day following the receipt into escrow of acceptable subscriptions
      for
      at least the Minimum, subject to notification of satisfaction of the conditions
      to the Closing set forth herein and in Sections 7 and 8 below (or such later
      date as is mutually agreed to by the Company and the Buyer(s)). There may be
      multiple Closings until such time as subscriptions for the Maximum are accepted
      (the date of any such Closing is hereinafter referred to as a “Closing Date”).
      The Closing shall occur on the Closing Date at the offices of the Placement
      Agent, 535 Madison Avenue, New York, New York 10022 (or such other place as
      is
      mutually agreed to by the Company and the Buyer(s)). 


    
      
        
        

      

      
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    (c) Escrow
      Arrangements; Form of Payment.
      Upon
      execution hereof by the Buyer and pending the Closing, the Purchase Price shall
      be deposited in a non-interest bearing escrow account with Signature Bank as
      escrow agent (the “Escrow Agent”), pursuant to the terms of the Escrow
      Agreement. Subject to the satisfaction of the terms and conditions of this
      Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the
      Company in accordance with the terms of the Escrow Agreement the Purchase Price
      for the Convertible Notes to be issued and sold to the Buyer(s) on such Closing
      Date, and (ii) the Company shall deliver to the Buyer(s), the Convertible Note,
      duly executed on behalf of the Company.

     

    2. BUYER’S
      REPRESENTATIONS AND WARRANTIES.

     

    Each
      Buyer represents and warrants, severally and not jointly, as to such Buyer,
      that:

     

    (a) Investment
      Purpose.
      Each
      Buyer is acquiring the Convertible Notes, and, upon conversion of Convertible
      Notes, the Buyer will acquire the Conversion Shares, the Warrants and/or the
      shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
      Shares”), for its own account for investment only and not with a view towards,
      or for resale in connection with, the public sale or distribution thereof,
      except pursuant to sales registered or exempted under the Securities Act;
      provided, however, that by making the representations herein, such Buyer
      reserves the right to dispose of the Conversion Shares, the Warrants and the
      Warrant Shares at any time in accordance with or pursuant to an effective
      registration statement covering such Conversion Shares, the Warrants and the
      Warrant Shares or an available exemption under the Securities Act. The Buyer
      agrees not to sell, hypothecate or otherwise transfer the Buyer’s securities
      unless such securities are registered under the federal and applicable state
      securities laws or unless, in the opinion of counsel satisfactory to the
      Company, an exemption from such law is available.

     

    (b) Residence
      of Buyer.
      Each
      Buyer resides in the jurisdiction set forth on the signature pages affixed
      hereto.

     

    (c) Non-US
      Person.
      If a
      Buyer is not a person in the United States or a U.S. Person (as defined in
      Rule
      902(k) of Regulation S) or is not purchasing the Convertible Notes on behalf
      of
      a person in the United States or a U.S. Person:

     

    (i) neither
      the Buyer nor any disclosed principal is a U.S. Person nor are they subscribing
      for the Convertible Notes for the account of a U.S. Person or for resale in
      the
      United States and the Buyer confirms that the Convertible Notes have not been
      offered to the Buyer in the United States and that this Agreement has not been
      signed in the United States;

     

    (ii) the
      Buyer
      acknowledges that the Convertible Notes have not been registered under the
      Securities Act and may not be offered or sold in the United States or to a
      U.S.
      Person unless the securities are registered under the U.S. Securities Act and
      all applicable state securities laws or an exemption from such registration
      requirements is available, and further agrees that hedging transactions
      involving such securities may not be conducted unless in compliance with the
      U.S. Securities Act;


    
      
        
        

      

      
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    (iii) the
      Buyer
      and if applicable, the disclosed principal for whom the Buyer is acting,
      understands that the Company is the seller of the Convertible Notes and
      underlying securities and that, for purposes of Regulation S, a “distributor” is
      any underwriter, dealer or other person who participates pursuant to a
      contractual arrangement in the distribution of securities sold in reliance
      on
      Regulation S and that an “affiliate” is any partner, officer, director or any
      person directly or indirectly controlling, controlled by or under common control
      with any person in question. Except as otherwise permitted by Regulation S,
      the
      Buyer and if applicable, the disclosed principal for whom the Buyer is acting,
      agrees that it will not, during a one year distribution compliance period,
      act
      as a distributor, either directly or through any affiliate, or sell, transfer,
      hypothecate or otherwise convey the Convertible Notes or underlying securities
      other than to a non-U.S. Person;

     

    (iv) the
      Buyer
      and if applicable, the disclosed principal for whom the Buyer is acting,
      acknowledges and understands that in the event the Convertible Notes are
      offered, sold or otherwise transferred by the Buyer or if applicable, the
      disclosed principal for whom the Buyer is acting, to a non-U.S Person prior
      to
      the expiration of a one year distribution compliance period, the purchaser
      or
      transferee must agree not to resell such securities except in accordance with
      the provisions of Regulation S, pursuant to registration under the Securities
      Act, or pursuant to an available exemption from registration; and must further
      agree not to engage in hedging transactions with regard to such securities
      unless in compliance with the Securities Act; and

     

    (v) neither
      the Buyer nor any disclosed principal will offer, sell or otherwise dispose
      of
      the Convertible Notes or the underlying securities in the United States or
      to a
      U.S. Person unless (A) the Company has consented to such offer, sale or
      disposition and such offer, sale or disposition is made in accordance with
      an
      exemption from the registration requirements under the Securities Act and the
      securities laws of all applicable states of the United States or (B) the SEC
      has
      declared effective a registration statement in respect of such
      securities.

     

    (d) Accredited
      Investor Status.
      The
      Buyer meets the requirements of at least one of the suitability standards for
      an
“Accredited
      Investor”
as
      that
      term is defined in Rule 501(a)(3) of Regulation D, and as set forth on the
      Accredited Investor Certification attached hereto.

     

    (e) Accredited
      Investor Qualifications.
      The
      Buyer (i) if a natural person, represents that the Buyer has reached the age
      of
      21 and has full power and authority to execute and deliver this Agreement and
      all other related agreements or certificates and to carry out the provisions
      hereof and thereof; (ii) if a corporation, partnership, or limited liability
      company or partnership, or association, joint stock company, trust,
      unincorporated organization or other entity, represents that such entity was
      not
      formed for the specific purpose of acquiring the Convertible Notes, such entity
      is duly organized, validly existing and in good standing under the laws of
      the
      state of its organization, the consummation of the transactions contemplated
      hereby is authorized by, and will not result in a violation of state law or
      its
      charter or other organizational documents, such entity has full power and
      authority to execute and deliver this Agreement and all other related agreements
      or certificates and to carry out the provisions hereof and thereof and to
      purchase and hold the Convertible Notes, the execution and delivery of this
      Agreement has been duly authorized by all necessary action, this Agreement
      has
      been duly executed and delivered on behalf of such entity and is a legal, valid
      and binding obligation of such entity; or (iii) if executing this Agreement
      in a
      representative or fiduciary capacity, represents that it has full power and
      authority to execute and deliver this Agreement in such capacity and on behalf
      of the subscribing individual, ward, partnership, trust, estate, corporation,
      or
      limited liability company or partnership, or other entity for whom the Buyer
      is
      executing this Agreement, and such individual, partnership, ward, trust, estate,
      corporation, or limited liability company or partnership, or other entity has
      full right and power to perform pursuant to this Agreement and make an
      investment in the Company, and represents that this Agreement constitutes a
      legal, valid and binding obligation of such entity. The execution and delivery
      of this Agreement will not violate or be in conflict with any order, judgment,
      injunction, agreement or controlling document to which the Buyer is a party
      or
      by which it is bound;


    
      
        
        

      

      
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    (f) Buyer
      Relationship with Placement Agent.
      The
      Buyer’s substantive relationship with Spencer Trask Ventures, Inc. as placement
      agent for the transactions contemplated hereby (“Spencer Trask,” or the
“Placement Agent”) or subagent through which the Buyer is subscribing for the
      Convertible Notes predates the Placement Agent’s or such subagent’s contact with
      the Buyer regarding an investment in the Convertible Notes;

     

    (g) Solicitation.
      The
      Buyer is unaware of, is in no way relying on, and did not become aware of the
      offering of the Convertible Notes through or as a result of, any form of general
      solicitation or general advertising including, without limitation, any article,
      notice, advertisement or other communication published in any newspaper,
      magazine or similar media or broadcast over television or radio, in connection
      with the offering and sale of the Convertible Notes and is not subscribing
      for
      the Convertible Notes and did not become aware of the offering of the
      Convertible Notes through or as a result of any seminar or meeting to which
      the
      Buyer was invited by, or any solicitation of a subscription by, a person not
      previously known to the Buyer in connection with investments in securities
      generally;

     

    (h) Brokerage
      Fees.
      The
      Buyer has taken no action that would give rise to any claim by any person for
      brokerage commissions, finders’ fees or the like relating to this Agreement or
      the transaction contemplated hereby (other than commissions to be paid by the
      Company to the Placement Agent (or its selected dealers) as described in the
      Transmittal Letter);

     

    (i) Buyer’s
      Advisors.
      The
      Buyer and the Buyer’s attorney, accountant, purchaser representative and/or tax
      advisor, if any (collectively, the “Advisors”), as the case may be, has such
      knowledge and experience in financial, tax, and business matters, and, in
      particular, investments in securities, so as to enable it to utilize the
      information made available to it in connection with the Convertible Notes to
      evaluate the merits and risks of an investment in the Convertible Notes and
      the
      Company and to make an informed investment decision with respect
      thereto.

     

    (j) Buyer
      Liquidity.
      Each
      Buyer has adequate means of providing for such Buyer’s current financial needs
      and foreseeable contingencies and has no need for liquidity of its investment
      in
      the Convertible Notes for an indefinite period of time.


    
      
        
        

      

      
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    (k) High
      Risk Investment; Review of Risk Factors.
      The
      Buyer is aware that an investment in the Convertible Notes, and upon conversion,
      the Conversion Shares, the Warrants and/or the Warrant Shares, involves a number
      of very significant risks and has carefully read and considered the matters
      set
      forth under the caption “Risk Factors” in the Transmittal Letter, and in
      particular, acknowledges that the Company is a shell company and its ability
      to
      repay the Convertible Notes is based on the consummation of the
      Transactions.

     

    (l) Reliance
      on Exemptions.
      Each
      Buyer understands that the Convertible Notes are being offered and sold to
      it in
      reliance on specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying in
      part
      upon the truth and accuracy of, and such Buyer’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Buyer set forth herein in order to determine the availability of such
      exemptions and the eligibility of such Buyer to acquire such
      securities.

     

    (m) Information.
      Each
      Buyer and its Advisors have been furnished with all materials relating to the
      business, finances and operations of the Company and information it deemed
      material to making an informed investment decision regarding its purchase of
      the
      Convertible Notes and the underlying Units, which have been requested by such
      Buyer. Each Buyer and its Advisors have been afforded the opportunity to review
      the Transmittal Letter, as well as the Company’s SEC Filings, as such term is
      defined below (hard copies of which were made available to the Buyer upon
      request to the Company or the Placement Agent or were otherwise accessible
      to
      the Buyer via the SEC’s EDGAR system), and the information contained therein.
      Each Buyer and its Advisors have been afforded the opportunity to ask questions
      of the Company and its management. Neither such inquiries nor any other due
      diligence investigations conducted by such Buyer or its Advisors shall modify,
      amend or affect such Buyer’s right to rely on the Company’s representations and
      warranties contained in Section 3 below. Each Buyer has sought such accounting,
      legal and tax advice as it has considered necessary to make an informed
      investment decision with respect to its acquisition of the Convertible
      Notes.

     

    (n) No
      Other Representations or Information.
      In
      evaluating the suitability of an investment in the Convertible Notes, the Buyer
      has not relied upon any representation or information (oral or written) other
      than as stated in the Transmittal Letter or in this Agreement. No oral or
      written representations have been made, or oral or written information
      furnished, to the Buyer or its Advisors, if any, in connection with the offering
      of the Convertible Notes which are in any way inconsistent with the information
      contained in the Transmittal Letter;

     

    (o) No
      Governmental Review.
      Each
      Buyer understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Convertible Notes, the Warrants, the Warrant Shares or the
      Conversion Shares, or the fairness or suitability of the investment in the
      Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares,
      nor have such authorities passed upon or endorsed the merits of the offering
      of
      the Convertible Notes, the Warrants, the Warrant Shares or the Conversion
      Shares.


    
      
        
        

      

      
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    (p) Transfer
      or Resale.
      Each
      Buyer understands that: (i) the Convertible Notes have not been and are not
      being registered under the Securities Act or any state securities laws, and
      may
      not be offered for sale, sold, assigned or transferred unless (A) subsequently
      registered thereunder, or (B) such Buyer shall have delivered to the Company
      an
      opinion of counsel, in a generally acceptable form, to the effect that such
      securities to be sold, assigned or transferred may be sold, assigned or
      transferred pursuant to an exemption from such registration requirements; (ii)
      any sale of such securities made in reliance on Rule 144 under the Securities
      Act (or a successor rule thereto) (“Rule 144”)
      may be
      made only in accordance with the terms of Rule 144 and further, if Rule 144
      is
      not applicable, any resale of such securities under circumstances in which
      the
      seller (or the person through whom the sale is made) may be deemed to be an
      underwriter (as that term is defined in the Securities Act) may require
      compliance with some other exemption under the Securities Act or the rules
      and
      regulations of the SEC thereunder; and (iii) neither the Company nor any other
      person is under any obligation to register such securities under the Securities
      Act or any state securities laws or to comply with the terms and conditions
      of
      any exemption thereunder. The Company reserves the right to place stop transfer
      instructions against the shares and certificates for the Conversion Shares
      and
      the Warrant Shares to the extent specifically set forth under this Agreement.
      There can be no assurance that there will be any market or resale for the
      Convertible Notes, Conversion Shares, Warrants or Warrant Shares, nor can there
      be any assurance that the Convertible Notes, Conversion Shares, Warrants or
      Warrant Shares will be freely transferable at any time in the foreseeable
      future.

     

    (q) Legends.
      Each
      Buyer understands that the certificates or other instruments representing the
      Convertible Notes, the Warrants, the Warrant Shares and/or the Conversion Shares
      shall bear a restrictive legend in substantially the following form (and a
      stop
      transfer order may be placed against transfer of such stock
      certificates):

     

    THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY
      BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY,
      (B)
      OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
      THE
      SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDER, IF
      AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (D) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT, OR (E) IN A TRANSACTION THAT DOES NOT
      REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
      LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN
      OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
      SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES
      MAY
      NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
      ACT.


    
      
        
        

      

      
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    The
      legend set forth above shall be removed and the Company within three (3)
      business days shall issue a certificate without such legend to the holder of
      the
      Convertible Notes, Warrants, Warrant Shares and Conversion Shares upon which
      it
      is stamped, if, unless otherwise required by state securities laws, (i) the
      Buyer or its broker make the necessary representations and warranties to the
      transfer agent for the Common Stock that it has complied with the prospectus
      delivery requirements in connection with a sale transaction, provided the
      Convertible Notes, Warrants, Warrant Shares and Conversion Shares are registered
      under the Securities Act or (ii) in connection with a sale transaction, after
      such holder provides the Company with an opinion of counsel satisfactory to
      the
      Company, which opinion shall be in form, substance and scope customary for
      opinions of counsel in comparable transactions, to the effect that a public
      sale, assignment or transfer of the Convertible Notes, Warrants, Warrant Shares
      and Conversion Shares may be made without registration under the Securities
      Act.


     

    (r) Authorization,
      Enforcement.
      This
      Agreement has been duly and validly authorized, executed and delivered on behalf
      of such Buyer and is a valid and binding agreement of such Buyer enforceable
      in
      accordance with its terms, except as such enforceability may be limited by
      general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation and other similar laws relating to,
      or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies.

     

    (s) Receipt
      of Documents.
      Each
      Buyer and its counsel have received and read in their entirety: (i) this
      Agreement and each representation, warranty and covenant set forth herein;
      and
      (ii) all due diligence and other information necessary to verify the accuracy
      and completeness of such representations, warranties and covenants; each Buyer
      has received answers to all questions such Buyer submitted to the Company
      regarding an investment in the Company; and each Buyer has relied on the
      information contained therein and has not been furnished any other documents,
      literature, memorandum or prospectus.

     

    (t) Trading
      Activities.
      The
      Buyer’s trading activities with respect to the Company’s Common Stock shall be
      in compliance with all applicable federal and state securities laws, rules and
      regulations and the rules and regulations of the principal market on which
      the
      Company’s Common Stock is listed or traded. Neither the Buyer nor its affiliates
      has an open short position in the Common Stock of the Company and, except as
      set
      forth below, the Buyer shall not, and shall not cause any of its affiliates
      under common control with the Buyer, to engage in any short sale as defined
      in
      any applicable SEC or National Association of Securities Dealers rules on any
      hedging transactions with respect to the Common Stock until the earlier to
      occur
      of (i) the third anniversary of the Closing Date and (ii) the Buyer(s) no longer
      own a principal balance of the Convertible Notes. Without limiting the
      foregoing, the Buyer agrees not to engage in any naked short transactions in
      excess of the amount of shares owned (or an offsetting long position) by the
      Buyer. 


    
      
        
        

      

      
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    (u) Regulation
      FD.
      Each
      Buyer acknowledges and agrees that all of the information received by it in
      connection with the transactions contemplated by this Agreement is of a
      confidential nature and may be regarded as material non-public information
      under
      Regulation FD promulgated by the SEC and that such information has been
      furnished to the Buyer for the sole purpose of enabling the Buyer to consider
      and evaluate an investment in the Convertible Notes. The Buyer agrees that
      it
      will treat such information in a confidential manner, will not use such
      information for any purpose other than evaluating an investment in the
      Convertible Notes, will not, directly or indirectly, trade or permit the Buyer’s
      agents, representatives or affiliates to trade in any securities of the Company
      while in possession of such information and will not, directly or indirectly,
      disclose or
      permit
      the Buyer’s agents, representatives or affiliates
      to
      disclose any of such information without the Company’s prior written consent.
      The Buyer shall make its agents, affiliates and representatives aware of the
      confidential nature of the information contained herein and the terms of this
      section including the Buyer’s agreement to not disclose such information, to not
      trade in the Company’s securities while in the possession of such information
      and to be responsible for any disclosure or other improper use of such
      information by such agents, affiliates or representatives. Likewise, without
      the
      Company’s prior written consent, the Buyer will not, directly or indirectly,
      make any statements, public announcements or other release or provision of
      information in any form to any trade publication, to the press or to any other
      person or entity whose primary business is or includes the publication or
      dissemination of information related to the transactions contemplated by this
      Agreement. 

     

    (v) No
      Legal Advice from the Company.
      Each
      Buyer acknowledges that it had the opportunity to review this Agreement and
      the
      transactions contemplated by this Agreement with its own legal counsel and
      investment and tax advisors. Each Buyer is relying solely on such Advisors
      and
      not on any statements or representations of the Company or any of its
      representatives or agents for legal, tax or investment advice with respect
      to
      this investment, the transactions contemplated by this Agreement or the
      securities laws of any jurisdiction. 

     

    (w) No
      Group Participation. Each
      Buyer and its affiliates is not a member of any group, nor is any Buyer acting
      in concert with any other person, including any other Buyer, with respect to
      its
      acquisition of the Convertible Notes, Warrants, Warrant Shares or Conversion
      Shares.

     

    (x) Reliance.
      Any
      information which the Buyer has heretofore furnished or is furnishing herewith
      to the Company or the Placement Agent is complete and accurate and may be relied
      upon by the Company and the Placement Agent in determining the availability
      of
      an exemption from registration under federal and state securities laws in
      connection with the offering of securities as described in the Transmittal
      Letter. The Buyer further represents and warrants that it will notify and supply
      corrective information to the Company and the Placement Agent immediately upon
      the occurrence of any change therein occurring prior to the Company’s issuance
      of the Convertible Notes. Within five (5) days after receipt of a request from
      the Company or the Placement Agent, the Buyer will provide such information
      and
      deliver such documents as may reasonably be necessary to comply with any and
      all
      laws and ordinances to which the Company or the Placement Agent is
      subject.

     

    (y) (For
      ERISA plans only).
      The
      fiduciary of the ERISA plan represents that such fiduciary has been informed
      of
      and understands the Company’s investment objectives, policies and strategies,
      and that the decision to invest “plan assets” (as such term is defined in ERISA)
      in the Company is consistent with the provisions of ERISA that require
      diversification of plan assets and impose other fiduciary responsibilities.
      The
      Buyer fiduciary or Plan (a) is responsible for the decision to invest in the
      Company; (b) is independent of the Company or any of its affiliates; (c) is
      qualified to make such investment decision; and (d) in making such decision,
      the
      Buyer fiduciary or Plan has not relied primarily on any advice or recommendation
      of the Company or any of its affiliates;


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    (z) The
      Buyer
      should check the Office of Foreign Assets Control (“OFAC”) website at
<http://www.treas.gov/ofac> before making the following representations.
      The Buyer represents that the amounts invested by it in the Company in the
      Convertible Notes were not and are not directly or indirectly derived from
      activities that contravene federal, state or international laws and regulations,
      including anti-money laundering laws and regulations. Federal regulations and
      Executive Orders administered by OFAC prohibit, among other things, the
      engagement in transactions with, and the provision of services to, certain
      foreign countries, territories, entities and individuals. The lists of OFAC
      prohibited countries, territories, persons and entities can be found on the
      OFAC
      website at <http://www.treas.gov/ofac>. In addition, the programs
      administered by OFAC (the “OFAC Programs”) prohibit dealing with
      individuals1 
      or
      entities in certain countries regardless of whether such individuals or entities
      appear on the OFAC lists;

     

    (aa) To
      the
      best of the Buyer’s knowledge, none of: (1) the Buyer; (2) any person
      controlling or controlled by the Buyer; (3) if the Buyer is a privately-held
      entity, any person having a beneficial interest in the Buyer; or (4) any person
      for whom the Buyer is acting as agent or nominee in connection with this
      investment is a country, territory, individual or entity named on an OFAC list,
      or a person or entity prohibited under the OFAC Programs. Please be advised
      that
      the Company may not accept any amounts from a prospective investor if such
      prospective investor cannot make the representation set forth in the preceding
      paragraph. The Buyer agrees to promptly notify the Company and the Placement
      Agent should the Buyer become aware of any change in the information set forth
      in these representations. The Buyer understands and acknowledges that, by law,
      the Company may be obligated to “freeze the account” of the Buyer, either by
      prohibiting additional subscriptions from the Buyer, declining any redemption
      requests and/or segregating the assets in the account in compliance with
      governmental regulations, and the Placement Agent may also be required to report
      such action and to disclose the Buyer’s identity to OFAC. The Buyer further
      acknowledges that the Company may, by written notice to the Buyer, suspend
      the
      redemption rights, if any, of the Buyer if the Company reasonably deems it
      necessary to do so to comply with anti-money laundering regulations applicable
      to the Company and the Placement Agent or any of the Company’s other service
      providers. These individuals include specially designated nationals, specially
      designated narcotics traffickers and other parties subject to OFAC sanctions
      and
      embargo programs;

     

    (bb) To
      the
      best of the Buyer’s knowledge, none of: (1) the Buyer; (2) any person
      controlling or controlled by the Buyer; (3) if the Buyer is a privately-held
      entity, any person having a beneficial interest in the Buyer; or (4) any person
      for whom the Buyer is acting as agent or nominee in connection with this
      investment is a senior foreign political figure2, or
      any
      immediate family3 
      member or
      close
      associate4  of
      a
      senior foreign political figure, as such terms are defined in the footnotes
      below; and 

    
       

      
        

      

    

    1 These
      individuals include specially designated nationals, specially designated
      narcotics traffickers and other parties subject to OFAC sanctions and embargo
      programs.

    


    2 A
“senior
      foreign political figure” is defined as a senior official in the executive,
      legislative, administrative, military or judicial branches of a foreign
      government (whether elected or not), a senior official of a major foreign
      political party, or a senior executive of a foreign government-owned
      corporation. In addition, a “senior foreign political figure” includes any
      corporation, business or other entity that has been formed by, or for the
      benefit of, a senior foreign political figure.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (cc) If
      the
      Buyer is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or
      if the Buyer receives deposits from, makes payments on behalf of, or handles
      other financial transactions related to a Foreign Bank, the Buyer represents
      and
      warrants to the Company that: (1) the Foreign Bank has a fixed address, other
      than solely an electronic address, in a country in which the Foreign Bank is
      authorized to conduct banking activities; (2) the Foreign Bank maintains
      operating records related to its banking activities; (3) the Foreign Bank is
      subject to inspection by the banking authority that licensed the Foreign Bank
      to
      conduct banking activities; and (4) the Foreign Bank does not provide banking
      services to any other Foreign Bank that does not have a physical presence in
      any
      country and that is not a regulated affiliate.

     

    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

     

    The
      Company represents and warrants to each of the Buyers that:

     

    (a) Organization
      and Qualification.
      The
      Company is a corporation duly organized and validly existing in good standing
      under the laws of the State of Nevada, and has the requisite corporate power
      to
      own its properties and to carry on its business as now being conducted. The
      Company is duly qualified as a foreign corporation to do business and is in
      good
      standing in every jurisdiction in which the nature of the business conducted
      by
      it makes such qualification necessary, except to the extent that the failure
      to
      be so qualified or be in good standing would not have a Material Adverse Effect,
      as defined below. The Company has no subsidiaries. 

     

    (b) Authorization,
      Enforcement, Compliance with Other Instruments.
      (i) The Company has the requisite corporate power and authority to enter
      into and perform this Agreement and the Escrow Agreement and all other documents
      necessary or desirable to effect the transactions contemplated hereby
      (collectively the “Transaction Documents”) and to issue the Convertible Notes,
      the Warrants, the Warrant Shares and the Conversion Shares in accordance with
      the terms hereof and thereof, (ii) the execution and delivery of the Transaction
      Documents by the Company and the consummation by it of the transactions
      contemplated hereby and thereby, including, without limitation, the issuance
      of
      the Convertible Notes, the Warrants, the Warrant Shares and the Conversion
      Shares and the reservation for issuance and the issuance of the Conversion
      Shares and the Warrant Shares issuable upon conversion or exercise thereof,
      have
      been duly authorized by the Company’s Board of Directors and no further consent
      or authorization is required by the Company, its Board of Directors or its
      stockholders, (iii) the Transaction Documents have been duly executed and
      delivered by the Company, (iv) the Transaction Documents constitute the valid
      and binding obligations of the Company enforceable against the Company in
      accordance with their terms, except as such enforceability may be limited by
      general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of creditors’ rights and remedies.


     

      
        

      

    

    3 “Immediate
      family” of a senior foreign political figure typically includes the figure’s
      parents, siblings, spouse, children and in-laws.

    


    4 A
“close
      associate” of a senior foreign political figure is a person who is widely and
      publicly known to maintain an unusually close relationship with the senior
      foreign political figure, and includes a person who is in a position to conduct
      substantial domestic and international financial transactions on behalf of
      the
      senior foreign political figure.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (c) Capitalization.
      The
      authorized capital stock of the Company, after giving effect to the
      Recapitalization, consists of 300,000,000 shares of Common Stock and 10,000,000
      shares of Preferred Stock. As of the date hereof, the Company has 15,800,000
      shares of Common Stock issued and outstanding (approximately 23,700,000 shares
      of Common Stock, after giving effect to the Stock Split, of which it is
      anticipated that 16,200,000 shares will be retired in connection with the
      Merger) and 0 shares of preferred stock outstanding. All of such outstanding
      shares have been duly authorized, validly issued and are fully paid and
      nonassessable. No shares of Common Stock are subject to preemptive rights or
      any
      other similar rights or any liens or encumbrances suffered or permitted by
      the
      Company. As of the date of this Agreement, (i) there are no outstanding options,
      warrants, scrip, rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities or rights convertible into, any shares
      of
      capital stock of the Company, or contracts, commitments, understandings or
      arrangements by which the Company is or may become bound to issue additional
      shares of capital stock of the Company or options, warrants, scrip, rights
      to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities or rights convertible into, any shares of capital stock of the
      Company, (ii) there are no outstanding debt securities and (iii) there are
      no
      agreements or arrangements under which the Company is obligated to register
      the
      sale of any of their securities under the Securities Act (except in connection
      with the Merger and the PPO), and (iv) there are no outstanding registration
      statements and there are no outstanding comment letters from the SEC or any
      other regulatory agency. There are no securities or instruments containing
      anti-dilution or similar provisions that will be triggered by the issuance
      of
      the Convertible Notes as described in this Agreement. The Convertible Notes,
      Warrants, Warrant Shares and Conversion Shares when issued, will be free and
      clear of all pledges, liens, encumbrances and other restrictions (other than
      those arising under federal or state securities laws as a result of the issuance
      of the Convertible Notes). No co-sale right, right of first refusal or other
      similar right exists with respect to the Convertible Notes, Warrants, Warrant
      Shares and Conversion Shares or the issuance and sale thereof. The issue and
      sale of the Convertible Notes, Warrants, Warrant Shares and Conversion Shares
      will not result in a right of any holder of Company securities to adjust the
      exercise, conversion, exchange or reset price under such securities. The Company
      has made available to the Buyer true and correct copies of the Company’s
      Articles of Incorporation, as amended and as in effect on the date hereof (the
      “Articles of Incorporation”), and the Company’s By-laws, as in effect on the
      date hereof (the “By-laws”), and the terms of all securities convertible into or
      exercisable for Common Stock and the material rights of the holders thereof
      in
      respect thereto other than stock options issued to employees and
      consultants.

     

    (d) Issuance
      of Securities.
      The
      Convertible Notes are duly authorized and, upon issuance in accordance with
      the
      terms hereof, shall be duly issued, fully paid and nonassessable, are free
      from
      all taxes, liens and charges with respect to the issue thereof. The Conversion
      Shares and the Warrant Shares have been duly authorized and reserved for
      issuance, based on the initial conversion price. Upon conversion or exercise
      in
      accordance with the Transaction Documents, the Conversion Shares and the Warrant
      Shares will be duly issued, fully paid and nonassessable.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (e) No
      Conflicts.
      The
      execution, delivery and performance of the Transaction Documents by the Company
      and the consummation by the Company of the transactions contemplated hereby
      will
      not (i) result in a violation of the Articles of Incorporation, any certificate
      of designations of any outstanding series of preferred stock of the Company
      or
      the By-laws or (ii) violate or conflict with, or result in a breach of any
      provision of, or constitute a default (or an event which with notice or lapse
      of
      time or both would become a default) under, or give to others any rights of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which the Company is a party, or result in a
      violation of any law, rule, regulation, order, judgment or decree (including
      federal and state securities laws and regulations and the rules and regulations
      of the OTC Bulletin Board (the “OTCBB”) on which the Common Stock is quoted)
      applicable to the Company or by which any property or asset of the Company
      is
      bound or affected except for those which could not reasonably be expected to
      have a material adverse effect on the assets, business, condition (financial
      or
      otherwise), results of operations or future prospects of the Company (a
“Material Adverse Effect”). Except those which could not reasonably be expected
      to have a Material Adverse Effect, the Company is not in violation of any term
      of or in default under its Articles of Incorporation or By-laws. Except those
      which could not reasonably be expected to have a Material Adverse Effect, the
      Company is not in violation of any term of or in default under any material
      contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
      decree or order or any statute, rule or regulation applicable to the Company.
      The business of the Company is not being conducted, and shall not be conducted
      in violation of any material law, ordinance, or regulation of any governmental
      entity. Except as specifically contemplated by this Agreement and as required
      under the Securities Act and any applicable state securities laws, the Company
      is not required to obtain any consent, authorization or order of, or make any
      filing or registration with, any court or governmental agency in order for
      it to
      execute, deliver or perform any of its obligations under or contemplated by
      this
      Agreement or the Escrow Agreement in accordance with the terms hereof or
      thereof. All consents, authorizations, orders, filings and registrations which
      the Company is required to obtain pursuant to the preceding sentence have been
      obtained or effected on or prior to the date hereof. The Company is unaware
      of
      any facts or circumstance, which might give rise to any of the
      foregoing.

     

    (f) SEC
      Filings; Financial Statements.
      The
      Company has timely filed (subject to 12b-25 filings with respect to certain
      periodic filings) all reports, schedules, forms, statements and other documents
      required to be filed by it with the SEC pursuant to the reporting requirements
      of the Exchange Act (as hereinafter defined) (all of the foregoing and all
      other
      documents filed with the SEC prior to the date hereof and all exhibits included
      therein and financial statements and schedules thereto and documents
      incorporated by reference therein, being hereinafter referred to herein as
      the
“SEC
      Filings”).
      The
      SEC Filings are available to the Buyers via the SEC’s EDGAR system. As of their
      respective dates, the SEC Filings complied in all material respects with the
      requirements of the Exchange Act and the rules and regulations of the SEC
      promulgated thereunder, and none of the SEC Filings, at the time they were
      filed
      with the SEC, contained any untrue statement of a material fact or omitted
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading. As of their respective dates, the financial statements
      of
      the Company included in the Company’s SEC Filings with the SEC (the “Financial
      Statements”) for the year ended April 30, 2007 and the period from February 8,
      2006 (date of inception) to April 30, 2006 and any subsequent interim period
      complied as to form in all material respects with applicable accounting
      requirements and the published rules and regulations of the SEC with respect
      thereto. Such financial statements have been prepared in accordance with
      generally accepted accounting principles, consistently applied, during the
      periods involved (except (i) as may be otherwise indicated in such Financial
      Statements or the notes thereto, or (ii) in the case of unaudited interim
      statements, to the extent they may exclude footnotes or may be condensed or
      summary statements), and fairly present in all material respects the financial
      position of the Company as of the dates thereof and the results of its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments). No other
      information provided by or on behalf of the Company to the Buyer including,
      without limitation, information referred to in this Agreement, contains any
      untrue statement of a material fact or omits to state any material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading. 


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (g) Absence
      of Litigation.
      There
      is no action, suit, proceeding, inquiry or investigation before or by any court,
      public board, government agency, self-regulatory organization or body pending
      against or affecting the Company or the Common Stock, wherein an unfavorable
      decision, ruling or finding would (i) adversely affect the validity or
      enforceability of, or the authority or ability of the Company to perform its
      obligations under, this Agreement or any of the documents contemplated herein,
      or (ii) have a Material Adverse Effect.

     

    (h) Acknowledgment
      Regarding Buyer’s Purchase of the Convertible Notes.
      The
      Company acknowledges and agrees that each Buyer is acting solely in the capacity
      of an arm’s length purchaser with respect to this Agreement and the transactions
      contemplated hereby. The Company further acknowledges that each Buyer is not
      acting as a financial advisor or fiduciary of the Company (or in any similar
      capacity) with respect to this Agreement and the transactions contemplated
      hereby and any advice given by such Buyer or any of their respective
      representatives or agents in connection with this Agreement and the transactions
      contemplated hereby is merely incidental to such Buyer’s purchase of the
      Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares.
      The Company further represents to the Buyers that the Company’s decision to
      enter into this Agreement has been based solely on the independent evaluation
      by
      the Company and its representatives.

     

    (i) No
      General Solicitation.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D) in connection with the offer or sale of
      the
      Convertible Notes, the Warrants, the Warrant Shares or the Conversion
      Shares.

     

    (j) No
      Integrated Offering.
      Neither
      the Company, nor any of its affiliates, nor any person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any security
      or
      solicited any offers to buy any security, under circumstances that would require
      registration of the Convertible Notes, the Warrants, the Warrant Shares or
      the
      Conversion Shares under the Securities Act or cause this offering of the
      Convertible Notes, the Warrants, the Warrant Shares or the Conversion Shares
      to
      be integrated with prior offerings by the Company for purposes of the Securities
      Act.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (k) Employee
      Relations.
      The
      Company is not involved in any labor dispute nor, to the knowledge of the
      Company, is any such dispute threatened. None of the Company’s employees is a
      member of a union, and the Company believes that its relations with its one
      employee is good.

     

    (l) Intellectual
      Property Rights.
      The
      Company has no proprietary intellectual property. The Company has not received
      any notice of infringement of, or conflict with, the asserted rights of others
      with respect to any intellectual property that it utilizes.

     

    (m) Environmental
      Laws.
      

     

    (i) The
      Company has complied with all applicable Environmental Laws (as defined below),
      except for violations of Environmental Laws that, individually or in the
      aggregate, have not had and would not reasonably be expected to have a Material
      Adverse Effect. There is no pending or, to the knowledge of the Company,
      threatened civil or criminal litigation, written notice of violation, formal
      administrative proceeding, or investigation, inquiry or information request,
      relating to any Environmental Law involving the Company, except for litigation,
      notices of violations, formal administrative proceedings or investigations,
      inquiries or information requests that, individually or in the aggregate, have
      not had and would not reasonably be expected to have a Material Adverse Effect.
      For purposes of this Agreement, “Environmental Law” means any federal, state or
      local law, statute, rule or regulation or the common law relating to the
      environment or occupational health and safety, including without limitation
      any
      statute, regulation, administrative decision or order pertaining to (i)
      treatment, storage, disposal, generation and transportation of industrial,
      toxic
      or hazardous materials or substances or solid or hazardous waste; (ii) air,
      water and noise pollution; (iii) groundwater and soil contamination; (iv) the
      release or threatened release into the environment of industrial, toxic or
      hazardous materials or substances, or solid or hazardous waste, including
      without limitation emissions, discharges, injections, spills, escapes or dumping
      of pollutants, contaminants or chemicals; (v) the protection of wild life,
      marine life and wetlands, including without limitation all endangered and
      threatened species; (vi) storage tanks, vessels, containers, abandoned or
      discarded barrels, and other closed receptacles; (vii) health and safety of
      employees and other persons; and (viii) manufacturing, processing, using,
      distributing, treating, storing, disposing, transporting or handling of
      materials regulated under any law as pollutants, contaminants, toxic or
      hazardous materials or substances or oil or petroleum products or solid or
      hazardous waste. As used above, the terms “release” and “environment” shall have
      the meaning set forth in the Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, as amended (“CERCLA”).

     

    (ii) To
      the
      knowledge of the Company there is no material environmental liability with
      respect to any solid or hazardous waste transporter or treatment, storage or
      disposal facility that has been used by the Company.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (iii) The
      Company (i) has received all permits, licenses or other approvals required
      of
      them under applicable Environmental Laws to conduct its business and (ii) is
      in
      compliance with all terms and conditions of any such permit, license or
      approval.

     

    (n) Title.
      The
      Company does not own or lease any real or personal property.

     

    (o) Internal
      Accounting Controls.
      The
      Company is
      in
      material compliance with the provisions of the Sarbanes-Oxley Act of 2002
      currently applicable to the Company. The
      Company maintains a system of internal accounting controls sufficient to provide
      reasonable assurance that (i) transactions are executed in accordance with
      management’s general or specific authorizations, (ii) transactions are recorded
      as necessary to permit preparation of financial statements in conformity with
      generally accepted accounting principles and to maintain asset accountability,
      and (iii) the recorded amounts for assets is compared with the existing assets
      at reasonable intervals and appropriate action is taken with respect to any
      differences.

     

    (p) No
      Material Adverse Breaches, etc.
      Except
      as set forth in the SEC Filings, the Company is not subject to any charter,
      corporate or other legal restriction, or any judgment, decree, order, rule
      or
      regulation which in the judgment of the Company’s officers has or is expected in
      the future to have a Material Adverse Effect. Except as set forth in the SEC
      Filings, the Company is not in breach of any contract or agreement which breach,
      in the judgment of the Company’s officers, has or is expected to have a Material
      Adverse Effect.

     

    (q) Tax
      Status.
      The
      Company has made and filed all federal and state income and all other tax
      returns, reports and declarations required by any jurisdiction to which it
      is
      subject and (unless and only to the extent that the Company has set aside on
      its
      books provisions reasonably adequate for the payment of all unpaid and
      unreported taxes) has paid all taxes and other governmental assessments and
      charges that are material in amount, shown or determined to be due on such
      returns, reports and declarations, except those being contested in good faith
      and has set aside on its books provision reasonably adequate for the payment
      of
      all taxes for periods subsequent to the periods to which such returns, reports
      or declarations apply. There are no unpaid taxes in any material amount claimed
      to be due by the taxing authority of any jurisdiction, and the officers of
      the
      Company know of no basis for any such claim.

     

    (r) Certain
      Transactions.
      Except
      as set forth in the SEC Filings, and except for arm’s length transactions
      pursuant to which the Company makes payments in the ordinary course of business
      upon terms no less favorable than the Company could obtain from third parties,
      none of the officers, directors, or employees of the Company is presently a
      party to any transaction with the Company (other than for services as employees,
      officers and directors), including any contract, agreement or other arrangement
      providing for the furnishing of services to or by, providing for rental of
      real
      or personal property to or from, or otherwise requiring payments to or from
      any
      officer, director or such employee or, to the knowledge of the Company, any
      corporation, partnership, trust or other entity in which any officer, director,
      or any such employee has a substantial interest or is an officer, director,
      trustee or partner.

     

    (s) Rights
      of First Refusal.
      The
      Company is not obligated to offer the securities offered hereunder on a right
      of
      first refusal basis or otherwise to any third parties including, but not limited
      to, current or former stockholders of the Company, underwriters, brokers, agents
      or other third parties.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (t) Reliance.
      The
      Company acknowledges that the Buyers are relying on the representations and
      warranties made by the Company hereunder and that such representations and
      warranties are a material inducement to the Buyer purchasing the Convertible
      Notes. The Company further acknowledges that without such representations and
      warranties of the Company made hereunder, the Buyers would not enter into this
      Agreement.

     

    (u) Brokers’
      Fees.
      The
      Company does not have any liability or obligation to pay any fees or commissions
      to any broker, finder or agent with respect to the transactions contemplated
      by
      this Agreement, except for the payment of a commission, warrants and
      reimbursement of out-of-pocket expenses, to the Placement Agent, as more
      particularly described in the Transmittal Letter. 

     

    4. COVENANTS.

     

    (a) Best
      Efforts.
      Each
      party shall use its best efforts timely to satisfy each of the conditions to
      be
      satisfied by it as provided in Sections 5 and 6 of this Agreement.

     

    (b) Form
      D.
      The
      Company agrees to file a Form D with respect to the offer and sale of the
      Convertible Notes as required under Regulation D. The Company shall, on or
      before the Closing Date, take such action as the Company shall reasonably
      determine is necessary to qualify the Convertible Notes, Warrants, Warrant
      Shares and Conversion Shares, or obtain an exemption for the Convertible Notes,
      Warrants, Warrant Shares and Conversion Shares for sale to the Buyers at the
      Closing pursuant to this Agreement under applicable securities or “Blue Sky”
laws of the states of the United States, and shall provide evidence of any
      such
      action so taken to the Buyers on or prior to the Closing Date.

     

    (c) Reporting
      Status.
      Until
      the earlier of (i) the date as of which the Buyer(s) may sell all of the
      Warrants, the Warrant Shares, and the Conversion Shares without restriction
      pursuant to Rule 144(k) promulgated under the Securities Act (or successor
      thereto), or (ii) the date on which (A) the Buyer(s) shall have sold all the
      Warrants, the Warrant Shares and the Conversion Shares and (B) none of the
      Convertible Notes are outstanding, the Company shall file in a timely manner
      all
      reports required to be filed with the SEC pursuant to the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), and the regulations of the SEC
      thereunder, and the Company shall not terminate its status as an issuer required
      to file reports under the Exchange Act even if the Exchange Act or the rules
      and
      regulations thereunder would otherwise permit such termination.

     

    (d) Use
      of
      Proceeds.
      The
      Company shall use 100% of the net proceeds from the sale of the Convertible
      Notes to make the Bridge Loan to UFood. The principal amount of the Bridge
      Loan
      shall equal to the gross proceeds from the sale of the Convertible
      Notes.

     

    (e) Reservation
      of Shares.
      The
      Company shall take all action reasonably necessary to at all times have
      authorized, and reserved for the purpose of issuance, that number of shares
      of
      Common Stock equal to equal to the sum of (i) the number of shares of Common
      Stock into which the Convertible Notes are convertible from time to time based
      upon a conversion price (the “Conversion Price”) of $0.50 per Unit, plus (ii)
      the number of shares of Common Stock for which the Warrants are exercisable
      from
      time to time based upon an exercise price (the “Exercise Price”) per whole
      Warrant of $1.25 per share.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (f) Listings
      or Quotation.
      The
      Company shall use its best efforts to maintain the listing or quotation of
      its
      Common Stock upon the OTC Bulletin Board.

     

    (g) Corporate
      Existence.
      So long
      as any of the Convertible Notes remain outstanding, the Company shall not
      directly or indirectly consummate any merger, reorganization, restructuring,
      reverse stock split consolidation, sale of all or substantially all of the
      Company’s assets or any similar transaction or related transactions (each such
      transaction, an “Organizational Change”), other than the Recapitalization, the
      Stock Split and the PPO, unless, prior to the consummation of an Organizational
      Change, the Company obtains the written consent of each Buyer. In any such
      case,
      the Company will make appropriate provision with respect to such holders’ rights
      and interests to insure that the provisions of this Section 4(g) will thereafter
      be applicable to the Convertible Notes. The provisions of this Section 4(g)
      shall be inapplicable with respect to any Organizational Change, including
      the
      Recapitalization, the Stock Split and the PPO, effected in connection with
      the
      Merger.

     

    (h) Resales
      Absent Effective Registration Statement.
      Each of
      the Buyers understands and acknowledges that (i) this Agreement and the
      agreements contemplated hereby may require the Company to issue and deliver
      Conversion Shares or Warrant Shares to the Buyers with legends restricting
      their
      transferability under the Securities Act, and (ii) it is aware that resales
      of
      such Conversion Shares or Warrant Shares may not be made unless, at the time
      of
      resale, there is an effective registration statement under the Securities Act
      covering such Buyer’s resale(s) or an applicable exemption from registration.


     

    5. CONDITIONS
      TO THE COMPANY’S OBLIGATION TO SELL.

     

    The
      obligation of the Company hereunder to issue and sell the Convertible Notes
      to
      the Buyer(s) at the Closing is subject to the satisfaction, at or before the
      Closing Date, of each of the following conditions, provided that these
      conditions are for the Company’s sole benefit and may be waived by the Company
      at any time in its sole discretion:

     

    (a) Each
      Buyer shall have executed this Agreement and completed and executed the
      Accredited Investor Certification and the Investor Profile and any other
      Transaction Documents to which it is a party and delivered them to the
      Company.

     

    (b) The
      Buyer(s) shall have delivered to the Escrow Agent the Purchase Price for
      Convertible Notes in respective amounts as set forth on the signature pages
      affixed hereto and the Escrow Agent shall have delivered the net proceeds to
      the
      Company by wire transfer of immediately available U.S. funds pursuant to the
      wire instructions provided by the Company; it being understood that the sale
      of
      the Convertible Notes shall not close unless the Minimum principal amount of
      Convertible Notes (i.e., $1,000,000) is subscribed for.

     

    (c) The
      representations and warranties of the Buyer(s) contained in this Agreement
      shall
      be true and correct in all material respects as of the date when made and as
      of
      the Closing Date as though made at that time (except for representations and
      warranties that speak as of a specific date), and the Buyer(s) shall have
      performed, satisfied and complied in all material respects with the covenants,
      agreements and conditions required by this Agreement to be performed, satisfied
      or complied with by the Buyer(s) at or prior to the Closing
      Date.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    6. CONDITIONS
      TO THE BUYER’S OBLIGATION TO PURCHASE.

     

    (a) The
      obligation of the Buyer(s) hereunder to purchase the Convertible Notes at the
      Closing is subject to the satisfaction, at or before the Closing Date, of each
      of the following conditions: 

     

    (i) The
      Company shall have executed the Transaction Documents and delivered the same
      to
      the Placement Agent (on behalf of the Buyers).

     

    (ii) The
      representations and warranties of the Company contained in this Agreement shall
      be true and correct in all material respects (except to the extent that any
      of
      such representations and warranties is already qualified as to materiality
      in
      Section 3 above, in which case, such representations and warranties shall be
      true and correct without further qualification) as of the date when made and
      as
      of the Closing Date as though made at that time (except for representations
      and
      warranties that speak as of a specific date) and the Company shall have
      performed, satisfied and complied in all material respects with the covenants,
      agreements and conditions required by this Agreement to be performed, satisfied
      or complied with by the Company at or prior to the Closing Date. The Company
      shall have obtained and delivered to the Placement Agent (on behalf of the
      Buyers) any and all consents, permits, approvals, registrations and waivers
      necessary or appropriate for consummation of the purchase and sale of the
      Convertible Notes and the consummation of the other transactions contemplated
      by
      the Transaction Documents, all of which shall be in full force and effect.
      The
      Placement Agent (on behalf of the Buyers) shall have received a certificate,
      executed by the President of the Company, dated as of the Closing Date, to
      the
      foregoing effect and as to such other matters as may be reasonably requested
      by
      the Placement Agent (on behalf of the Buyers), including, without limitation,
      an
      update as of the Closing Date regarding the representation contained in Section
      3(c) above.

     

    (iii) The
      Company shall have executed and delivered to the Placement Agent (on behalf
      of
      the Buyers) the Convertible Notes in the respective amounts set forth on the
      signature pages affixed hereto.

     

    (iv) The
      Company shall have reserved out of its authorized and unissued Common Stock,
      solely for the purpose of effecting the conversion of the Convertible Notes
      and
      the exercise of the Warrants, sufficient shares of Common Stock to effect the
      conversion of all of the Convertible Notes’ and the exercise of all Warrants.


     

    (v) The
      Company shall have delivered to the Placement Agent (on behalf of the Buyers)
      a
      certificate, executed on behalf of the Company by its Secretary, dated as of
      the
      Closing Date, certifying the resolutions adopted by the Board of Directors
      of
      the Company approving the transactions contemplated by this Agreement and the
      other Transaction Documents and the issuance of the Convertible Notes,
      certifying the current versions of the Articles of Incorporation and By-laws
      of
      the Company and certifying as to the signatures and authority of persons signing
      the Transaction Documents and related documents on behalf of the Company. The
      foregoing certificate shall only be required to be delivered on the first
      Closing Date, unless any information contained in the certificate has changed.
      


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (vi) The
      Buyer(s) shall have received an opinion from the Company’s counsel, dated as of
      the Closing Date, in form and substance reasonably acceptable to the Placement
      Agent.

     

    (vii) The
      Placement Agent shall have completed all legal due diligence on UFood, to the
      extent reasonably satisfactory to the Placement Agent.

     

    (viii) UFood
      shall have performed and complied in all material respects with all agreements,
      covenants and conditions to closing required to be performed and complied by
      it
      under the Bridge Loan Agreement between the Company and UFood, unless such
      agreements, covenants and conditions have been waived by the Company under
      the
      Bridge Loan Agreement.

     

    (b) INDEMNIFICATION
      OF BUYERS.
      In
      consideration of the Buyer’s execution and delivery of this Agreement and
      acquiring the Convertible Notes, the Warrants, the Warrant Shares and the
      Conversion Shares hereunder, and in addition to all of the Company’s other
      obligations under this Agreement, the Company shall defend, protect, indemnify
      and hold harmless the Buyer(s) and each other holder of the Convertible Notes,
      the Warrants, the Warrant Shares and the Conversion Shares, and all of their
      officers, directors, employees and agents (including, without limitation,
      those retained in connection with the transactions contemplated by this
      Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all
      actions, causes of action, suits, claims, losses, costs, penalties, fees,
      liabilities and damages, and expenses in connection therewith (irrespective
      of
      whether any such Buyer Indemnitee is a party to the action for which
      indemnification hereunder is sought), and including reasonable attorneys’ fees
      and disbursements (the “Indemnified Liabilities”), incurred by the Buyer
      Indemnitees or any of them as a result of, or arising out of, or relating to
      (a)
      any material misrepresentation or material breach of any representation or
      warranty made by the Company in the Transaction Documents, (b) any material
      breach of any covenant, agreement or obligation of the Company contained in
      the
      Transaction Documents, or (c) any cause of action, suit or claim brought or
      made
      against such Buyer Indemnitee and arising out of or resulting from the
      execution, delivery, performance or enforcement of this Agreement or any other
      Transaction Document executed pursuant hereto by any of the Buyer Indemnitees.
      To the extent that the foregoing undertaking by the Company may be unenforceable
      for any reason, the Company shall make the maximum contribution to the payment
      and satisfaction of each of the Indemnified Liabilities, which is permissible
      under applicable law.

     

    7. GOVERNING
      LAW: MISCELLANEOUS.

     

    (a) Governing
      Law.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York without regard to the principles of conflict of laws.
      The
      parties further agree that any action between them shall be heard exclusively
      in
      federal or state court sitting in the New York County, New York, and expressly
      consent to the jurisdiction and venue of the Supreme Court of New York, sitting
      in New York County and the United States District Court for the Southern
      District of New York for the adjudication of any civil action asserted pursuant
      to this paragraph.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b) Counterparts.
      This
      Agreement may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party.
      In
      the event any signature page is delivered by facsimile transmission, the party
      using such means of delivery shall cause four (4) additional original executed
      signature pages to be physically delivered to the other party within five (5)
      days of the execution and delivery hereof.

     

    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e) Entire
      Agreement, Amendments.
      This
      Agreement supersedes all other prior oral or written agreements between the
      Buyer(s), the Company, their affiliates and persons acting on their behalf
      with
      respect to the matters discussed herein, and this Agreement and the instruments
      referenced herein contain the entire understanding of the parties with respect
      to the matters covered herein and therein and, except as specifically set forth
      herein or therein, neither the Company nor any Buyer makes any representation,
      warranty, covenant or undertaking with respect to such matters. No provision
      of
      this Agreement may be waived or amended other than by an instrument in writing
      signed by the party to be charged with enforcement.

     

    (f) Notices.
      Any
      notices, consents, waivers, or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      confirmation of receipt, when sent by facsimile; (iii) upon receipt when sent
      by
      U.S. certified mail, return receipt requested, or (iv) one (1) day after deposit
      with a nationally recognized overnight delivery service, in each case properly
      addressed to the party to receive the same. The addresses and facsimile numbers
      for such communications shall be:

     

    
      	
              If
                to the Company, to:

            	
              UFood
                Franchise Company

            
	 	
              12516-52A
                Avenue

            
	 	
              Surrey,
                British Columbia V3X 3K3 Canada

            
	 	
              Attention: Brent
                Hahn, President

            
	 	
              Telephone: (604)
                341-8993

            
	 	 


    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    
      	
              With
                a copy to:

            	
              Gottbetter
                & Partners, LLP

            
	 	
              488
                Madison Avenue, 12th
                Floor

            
	 	
              New
                York, New York 10022

            
	 	
              Attention: Adam
                S. Gottbetter, Esq.

            
	 	
              Telephone: (212)
                400-6900

            
	 	
              Facsimile: (212)
                400-6901

            


    

     

    If
      to the
      Buyer(s), to its address and facsimile number set forth on the signature pages
      affixed hereto. Each party shall provide five (5) days’ prior written notice to
      the other party of any change in address or facsimile number.

     

    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns. Neither the Company nor any Buyer
      shall
      assign this Agreement or any rights or obligations hereunder without the prior
      written consent of the other party hereto.

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    (i) Survival.
      Unless
      this Agreement is terminated under Section 8(l), the representations and
      warranties of the Company and the Buyer(s) contained in Sections 2 and 3, the
      agreements and covenants set forth in Sections 4, 5 and 8, and the
      indemnification provisions set forth in Section 7, shall survive the Closing
      for
      a period of two (2) years following the date on which the Convertible Notes
      are
      converted in full. The Buyer(s) shall be responsible only for its own
      representations, warranties, agreements and covenants hereunder.

     

    (j) Publicity.
      The
      Company and the Placement Agent shall have the right to approve, before issuance
      any press release or any other public statement with respect to the transactions
      contemplated hereby made by any party; provided, however, that the Company
      shall
      be entitled, without the prior approval of the Placement Agent, to issue any
      press release or other public disclosure with respect to such transactions
      required under applicable securities or other laws or regulations (the Company
      shall use its best efforts to consult the Buyer(s) in connection with any such
      press release or other public disclosure prior to its release and the Buyer(s)
      shall be provided with a copy thereof upon release thereof).

     

    (k) Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (l) Termination.
      In the
      event that the Closing shall not have occurred with respect to the Buyers on
      or
      before five (5) business days from the date hereof due to the Company’s or the
      Buyer’s failure to satisfy the conditions set forth in Sections 5 and 6 above
      (and the non-breaching party’s failure to waive such unsatisfied condition(s)),
      the non-breaching party shall have the option to terminate this Agreement with
      respect to such breaching party at the close of business on such date without
      liability of any party to any other party.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (m) No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    (n) Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, the Buyer and the Company will be entitled
      to specific performance under this Agreement. The parties agree that monetary
      damages may not be adequate compensation for any loss incurred by reason of
      any
      breach of obligations described in the foregoing sentence and hereby agree
      to
      waive in any action for specific performance of any such obligation the defense
      that a remedy at law would be adequate.

     

    (o) ANTI
      MONEY LAUNDERING REQUIREMENTS

     

    
      
        	
                The
                  USA PATRIOT Act

              	 	
                What
                  is money laundering?

              	 	
                How
                  big is the problem and why is it important?

              
	
                 

                The
                  USA PATRIOT Act is designed to detect, deter, and punish terrorists
                  in the
                  United States and abroad. The Act imposes new anti-money laundering
                  requirements on brokerage firms and financial institutions. Since
                  April
                  24, 2002 all brokerage firms have been required to have new, comprehensive
                  anti-money laundering programs.

                 

                To
                  help you understand theses efforts, we want to provide you with
                  some
                  information about money laundering and our steps to implement the
                  USA
                  PATRIOT Act.

              	 	
                 

                Money
                  laundering is the process of disguising illegally obtained money
                  so that
                  the funds appear to come from legitimate sources or activities.
                  Money
                  laundering occurs in connection with a wide variety of crimes,
                  including
                  illegal arms sales, drug trafficking, robbery, fraud, racketeering,
                  and
                  terrorism.

              	 	
                 

                The
                  use of the U.S. financial system by criminals to facilitate terrorism
                  or
                  other crimes could well taint our financial markets. According
                  to the U.S.
                  State Department, one recent estimate puts the amount of worldwide
                  money
                  laundering activity at $1 trillion a
                  year.

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      


      
        	
                What
                  are we required to do to eliminate money
                  laundering?

              
	
                 

                Under
                  new rules required by the USA PATRIOT Act, our anti-money laundering
                  program must designate a special compliance officer, set up employee
                  training, conduct independent audits, and establish policies and
                  procedures to detect and report suspicious transaction and ensure
                  compliance with the new laws.

              	 	
                 

                As
                  part of our required program, we may ask you to provide various
                  identification documents or other information. Until you provide
                  the
                  information or documents we need, we may not be able to effect
                  any
                  transactions for you.

              


      

       

      [REMAINDER
        PAGE INTENTIONALLY LEFT BLANK]

    

    

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      Buyers and the Company have caused this Securities Purchase Agreement to be
      duly
      executed as of the date first written above.

     

    


    
      	
              COMPANY:

            	 
	
              UFood
                Franchise Company

            	 
	 	 	 
	
              By:

            	 
	 
	
              Name:
                Brent Hahn

            	 
	
              Title:
                Chief
                Executive Officer

            	 


    

    


    


    
      	
              BUYERS:

            
	 
	
               The
                Buyers executing the Signature Page in the form attached hereto as
                Annex
                A
                and delivering the same to the Company or its agents shall be deemed
                to
                have executed this Agreement and agreed to the terms
                hereof.

            


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    Annex
      A

    


    Securities
      Purchase Agreement

    Buyer
      Counterpart Signature Page

    


    The
      undersigned, desiring to: (i) enter into the Securities Purchase Agreement
      dated
      as of September ___1,
      2007
      (the “Agreement”),
      between the undersigned, UFood Franchise Company (f/k/a Axxent Media
      Corporation), a Nevada corporation (the “Company”),
      and
      the other parties thereto, in or substantially in the form furnished to the
      undersigned and (ii) purchase the Convertible Notes of the Company as set forth
      below, hereby agrees to purchase such Convertible Notes from the Company and
      further agrees to join the Agreement as a party thereto, with all the rights
      and
      privileges appertaining thereto, and to be bound in all respects by the terms
      and conditions thereof. The undersigned specifically acknowledges having read
      the representations section in the Agreement entitled “Buyer’s Representations
      and Warranties,” and hereby represent that the statements contained therein are
      complete and accurate with respect to the undersigned as a Buyer.

    


    The
      Buyer
      hereby elects to purchase $____________ Convertible Notes (to be completed
      by
      the Buyer) under the Securities Purchase Agreement.

    


    
      	
              Name
                of Buyer:

            
	 
	
              If
                an entity: 

            
	 
	
              Print
                Name of Entity: 

            
	 
	 	 
	
              By:
                

            	 

	 	
              Name:

            
	 	
              Title:

            


    

     

    
      	
              If
                an individual:

            
	 	 
	
              Print Name:
                

            	 
	 	 
	
              Signature:
                

            	 
	 	 


    

     

    
      	
              All
                Buyers: 

            
	 	 
	
              Address:
                

            	 
	 	 
	 


    

     

    
      	
              Telephone No.:
                

            	 
	 	 
	
              Facsimile
                No.:

            	 
	 	 
	
              Email
                Address: 

            	 


    

    
      
         

        
          

        

      

    

    1 Will
      reflect the Closing Date. Not to be completed by
      Buyer.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      I

     

    SCHEDULE
      OF BUYERS

    


    
      	
              Name

            	 	
              Amount
                of Subscription

            
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    UFOOD
      FRANCHISE COMPANY

    ACCREDITED
      INVESTOR CERTIFICATION

    


    For
      Individual Investors Only

    (all
      Individual Investors must INITIAL
      where appropriate):

    


    
      	
              Initial
                _______ 

            	
              I
                have a net worth (including home, furnishings and automobiles) of
                at least
                $1 million either individually or through aggregating my individual
                holdings and those in which I have a joint, community property or
                other
                similar shared ownership interest with my spouse.

            
	
              Initial
                _______

            	
              I
                have had an annual gross income for the past two years of at least
                $200,000 (or $300,000 jointly with my spouse) and expect my income
                (or
                joint income, as appropriate) to reach the same level in the current
                year.

            
	
              Initial
                _______

            	
              I
                am a director or executive officer of UFood Franchise Company (f/k/a
                Axxent Media Corporation).

            


    

    


    For
      Non-Individual Investors

    (all
      Non-Individual Investors must INITIAL
      where appropriate):

    


    
      	
              Initial
                _______

            	
              The
                investor certifies that it is a partnership, corporation, limited
                liability company or business trust that is 100% owned by persons
                who meet
                at least one of the criteria for Individual Investors set forth
                above.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is a partnership, corporation, limited
                liability company or business trust that has total assets of at least
                $5
                million and was not formed for the purpose of investing the
                Company.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is an employee benefit plan whose investment
                decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
                a bank, savings and loan association, insurance company or registered
                investment advisor.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is an employee benefit plan whose total
                assets
                exceed $5,000,000 as of the date of this Agreement.

            
	
              Initial
                _______

            	
              The
                undersigned certifies that it is a self-directed employee benefit
                plan
                whose investment decisions are made solely by persons who meet at
                lease
                one of the criteria for Individual Investors.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is a U.S. bank, U.S. savings and loan
                association or other similar U.S. institution acting in its individual
                or
                fiduciary capacity.

            
	
              Initial
                _______

            	
              The
                undersigned certifies that it is a broker-dealer registered pursuant
                to
                §15 of the Securities Exchange Act of 1934.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is an organization described in §501(c)(3) of
                the Internal Revenue Code with total assets exceeding $5,000,000
                and not
                formed for the specific purpose of investing in the
                Company.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is a trust with total assets of at least
                $5,000,000, not formed for the specific purpose of investing in the
                Company, and whose purchase is directed by a person with such knowledge
                and experience in financial and business matters that such person
                is
                capable of evaluating the merits and risks of the prospective
                investment.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is a plan established and maintained by
                a state
                or its political subdivisions, or any agency or instrumentality thereof,
                for the benefit of its employees, and which has total assets in excess
                of
                $5,000,000.

            
	
              Initial
                _______

            	
              The
                investor certifies that it is an insurance company as defined in
§2(13) of
                the Securities Act of 1933, or a registered investment
                company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    


    UFOOD
      FRANCHISE COMPANY

    Investor
      Profile

    (Must
      be completed by Investor)

     

    Section
      A - Personal Investor Information 

    

      
        	
                Investor Name(s):
                  

              	 


      

       

      
        	
                Individual executing Profile or Trustee: 

              	 


      

       

      
        	
                Social Security Numbers / Federal I.D. Number: 

              	 


      

       

      
        	
                Date
                  of Birth:

              	 	 	
                Marital
                  Status: 

              	 


      

      
        	
                Joint
                  Party Date of Birth:

              	 	 	
                Investment
                  Experience (Years): 

              	 


      

      
        	
                Annual
                  Income:

              	 	 	
                Liquid
                  Net Worth: 

              	 


      

      
        	
                Net
                  Worth: 

              	 	 	 	 


      

    

     

    Tax
      Bracket:     _____
      15%
      or below     _____
      25%
      - 27.5%     _____
      Over 27.5%

     

    
      	
              Investment Objectives (circle one or more):   

            	
              Preservation
                of Capital, Income, Capital Appreciation, Trading Profits, Speculation
                or
                Other (please specify) * See definitions on following
                page

            


    

     

    

      
        	
                Home
                  Street Address: 

              	 


      

      
        	
                Home
                  City, State & Zip Code: 

              	 


      

      
        	
                Home
                  Phone: 

              	 	
                   Home
                  Fax: 

              	 	
                   Home
                  Email: 

              	 


      

      
        	
                Employer:
                  

              	 


      

      
        	
                Employer
                  Street Address: 

              	 


      

      
        	
                Employer
                  City, State & Zip Code: 

              	 


      

      
        	
                Bus.
                  Phone: 

              	 	
                   Bus.
                  Fax: 

              	 	
                   Bus.
                  Email: 

              	 


      

      
        	
                Type
                  of Business: 

              	 



      

      
        	
                Spencer
                  Trask Account Executive / Outside Broker/Dealer: 

              	 



      

    

     

    Section
      B – Certificate Delivery Instructions

     

    
      	
              ____

            	
              Please
                deposit Certificate in my Spencer Trask Account #
                ______________________________________

            
	
              ____

            	
              Please
                open a Spencer Trask account and subsequently deposit my certificate
                in
                it.

            
	
              ____

            	
              Please
                deliver certificate to the Employer Address listed in Section
                A.

            
	
              ____

            	
              Please
                deliver certificate to the Home Address listed in Section
                A.

            
	
              ____

            	
              Please
                deliver certificate to the following address:
                ____________________________________________

            


    

    


     Section
      C – Form of Payment - Check or Wire Transfer

     

    
      	
              ____

            	
              Check
                payable to Signature Bank, As Agent for UFood Franchise
                Company.

            
	
              ____

            	
              Wire
                funds from my outside account according to Section 1(a) of the Securities
                Purchase Agreement.

            
	
              ____

            	
              Wire
                funds from my Spencer Trask Account - See Following
                Page.

            
	
              ____

            	
              The
                funds for this investment are rolled over, tax deferred from __________
                within the allowed 60 day window.

            


    

    Please
      check if you are a NASD member or affiliate of a NASD member firm:
      ____

     

    
      	 
	 	 

	
              Investor
                Signature

            	 	
              Date

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

      

    

    Investment
      Objectives:
      The
      typical investment listed with each objective are only some examples of the
      kinds of investments that have historically been consistent with the listed
      objectives. However, neither UFood Franchise Company nor Spencer Trask Ventures,
      Inc. can assure that any investment will achieve your intended objective. You
      must make your own investment decisions and determine for yourself if the
      investments you select are appropriate and consistent with your investment
      objectives. 

    


    Neither
      UFood Franchise Company nor Spencer Trask Ventures, Inc. assumes responsibility
      to you for determining if the investments you selected are suitable for
      you.

    


    Preservation
      of Capital:
      An
      investment objective of Preservation
      of Capital
      indicates you seek to maintain the principal value of your investments and
      are
      interested in investments that have historically demonstrated a very low degree
      of risk of loss of principal value. Some examples of typical investments might
      include money market funds and high quality, short-term fixed income
      products.

    


    Income:
      An
      investment objective of
      Income indicates
      you seek to generate from investments and are interested in investments that
      have historically demonstrated a low degree of risk of loss of principal value.
      Some examples of typical investments might include high quality, short and
      medium-term fixed income products, short-term bond funds and covered call
      options. 

    


    Capital
      Appreciation:
      An
      investment objective of Capital
      Appreciation
      indicates you seek to grow the principal value of your investments over time
      and
      are willing to invest in securities that have historically demonstrated a
      moderate to above average degree of risk of loss of principal value to pursue
      this objective. Some examples of typical investments might include common
      stocks, lower quality, medium-term fixed income products, equity mutual funds
      and index funds. 

    


    Trading
      Profits:
      An
      investment objective of Trading
      Profits
      indicates you seek to take advantage of short-term trading opportunities, which
      may involve establishing and liquidating positions quickly. Some examples of
      typical investments might include short-term purchases and sales of volatile
      or
      low prices common stocks, put or call options, spreads, straddles and/or
      combinations on equities or indexes. This is a high-risk strategy.

    


    Speculation:
      An
      investment objective of Speculation
      indicates
      you seek a significant increase in the principal value of your investments
      and
      are willing to accept a corresponding greater degree of risk by investing in
      securities that have historically demonstrated a high degree of risk of loss
      of
      principal value to pursue this objective. Some examples of typical investments
      might include lower quality, long-term fixed income products, initial public
      offerings, volatile or low priced common stocks, the purchase or sale of put
      or
      call options, spreads, straddles and/or combinations on equities or indexes,
      and
      the use of short-term or day trading strategies. 

    


    Other:
      Please
      specify.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    

    


    Memorandum

    Wire
      Transfer Authorization

    


    
      	
              TO:

            	
              Lydia
                Soler - Operations Manager

            
	 	
              Spencer
                Trask Ventures, Inc.

            
	 	 
	
              RE:

            	
              Client
                Wire Transfer Authorization

            
	 	
              UFOOD
                FRANCHISE COMPANY

            


    

    


    DATE:
      _______________

    ___________________________________________________________________________________

     

    This
      memorandum authorizes the transfer of the following listed funds from my Spencer
      Trask Brokerage Account as follows:

    


    
      	
              Spencer
                Trask Brokerage Account # 

            	 
	 	 
	
              Wire
                Amount

            	
              $

            


    

    


    
      	
              BANK
                NAME:

            	
              SIGNATURE
                BANK

            
	 	
              261
                Madison Avenue, New York, NY 10016

            
	
              ABA
                NUMBER:

            	
              026013576

            
	
              A/C
                NAME:

            	
              SIGNATURE
                BANK, AS ESCROW AGENT FOR UFOOD FRANCHISE
                COMPANY

            
	
              A/C
                Number:

            	
              1500
                974482

            


    

    


    
      	
              REFERENCE:

            
	 
	
              SUBSCRIBER
                LEGAL NAME

            
	 
	
               

              TAX
                ID NUMBER

            
	 
	
               

              SUBSCRIBER
                ADDRESS

            
	 


    

     

    
      	
              FBO:

            	 
	 	 
	
              Investment Title:

            	 
	 	 
	
              Signature:

            	 
	 	 
	
              Signature:

            	 
	 	
              (Joint
                Signature)