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 U.S. SECURITIES ACT.

       

      9%
        CONVERTIBLE PROMISSORY NOTE

      


      UFOOD
        FRANCHISE COMPANY

      (formerly
        Axxent Media Corporation)

       

      DUE
        MARCH ___, 2008

      


      


      
        	
                Original
                  Issue Date _______________, 2007

              	
                US$________

              


      

      


      


      This
        Convertible Promissory Note is one of a series of duly authorized and issued
        convertible promissory notes of UFood Franchise Company (f/k/a Axxent Media
        Corporation), a Nevada corporation (the “Company”),
        designated its 9% Convertible Promissory Notes due March ___, 2008 (the
“Note”),
        issued to ____________________ (together
        with its permitted successors and assigns, the “Holder”)
        in
        accordance with exemptions from registration
        under
        the Securities Act of 1933, as amended (the “Securities
        Act”),
        pursuant to a Securities Purchase Agreement, dated September ___, 2007 (the
        “Securities
        Purchase Agreement”)
        between the Company and the Holder. Capitalized terms not otherwise defined
        herein shall have the meanings ascribed to them in the Securities Purchase
        Agreement.

      


      Article
        I. 

      


      Section
        1.01 Principal
        and Interest.
        For
        value received, the Company hereby promises to pay to the order of the Holder,
        in lawful money of the United States of America and in immediately available
        funds the principal sum of ____________________ on the earlier of (i) March
        ___,
        2008 (the “Maturity
        Date”)
        or
        (ii) an Event of Default (as defined in Section 3.01).

      


      (a) Interest
        shall accrue on the unpaid principal balance of the Note at the rate of nine
        percent (9%) per year (compounded monthly) commencing from the Original Issue
        Date until the Maturity Date. Interest shall be calculated on the basis of
        a
        360-day year and actual calendar days elapsed.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) On
        the
        Maturity Date, the entire unpaid principal amount and all accrued and unpaid
        interest shall be paid to the Holder, unless this Note is converted in
        accordance with Section 1.02 herein.

      


      (c) Except
        as
        otherwise set forth in this Note, the Company may not prepay any portion
        of the
        principal amount of this Note without the prior written consent of the
        Holder.

      


      Section
        1.02 Conversion.
        

      


      (a) Optional
        Conversion.
        From
        and after January ___, 2008, the Holder shall be entitled, at its option,
        to
        convert, at any time and from time to time, until payment in full of this
        Note,
        all or any part of the principal amount of the Note, plus accrued and unpaid
        interest thereon, into units (“Units”)
        of the
        Company’s securities, at a price (the “Conversion
        Price”)
        of
        $0.50 per Unit. Each Unit shall consist of one share (each, a “Conversion
        Share”)
        of the
        Company’s common stock, par value $0.001 per share (the “Common
        Stock”),
        and
        one half of a common stock purchase warrant (the “Warrants”).
        Each
        whole Warrant shall entitle the holder to purchase one share of Common Stock
        (the “Warrant
        Shares”)
        at an
        exercise price (the “Exercise
        Price”)
        of
        $1.25 per share, and shall be exercisable for a period of five years commencing
        on the date of issuance. No fraction of shares or scrip representing fractions
        of shares will be issued on conversion, but the number of shares issuable
        shall
        be rounded to the nearest whole share. The number of Units issuable upon
        a
        conversion hereunder shall be determined by the quotient obtained by dividing
        (x) the outstanding principal amount of this Note, plus accrued and unpaid
        interest thereon, to be converted as set forth in the applicable Conversion
        Notice by (y) the Conversion Price. To convert this Note, the Holder hereof
        shall deliver written notice thereof, substantially in the form of
        Exhibit A to this Note, with appropriate insertions (the “Conversion
        Notice”),
        to
        the Company at its address as set forth herein. The date upon which the
        conversion shall be effective (the “Conversion
        Date”)
        shall
        be deemed to be the date set forth in the Conversion Notice. Except as otherwise
        provided herein, the Company shall not have the right to object to the
        conversion or the calculation of the applicable conversion price, absent
        manifest error. Any conversion of any portion of the Note to Units shall
        be
        deemed to be a pre-payment of principal plus accrued and unpaid interest,
        without any penalty, and shall be credited against any future payments of
        principal and interest in the order that such payments become due and
        payable.

      


      (b) Mandatory
        Conversion.
        Simultaneously with the closing of (i) the proposed merger (the “Merger”)
        among
        the Company, KnowFat Franchise Company, Inc. (together with its subsidiaries,
        “UFood”)
        and a
        wholly-owned subsidiary of the Company and (ii) a private placement offering
        (the “PPO”)
        by the
        Company of Units, this Note will automatically convert as to all unpaid
        principal, plus accrued interest, if any, into Units at the Conversion Price.
        The Company shall afford the Holder the opportunity to become a party to
        all
        agreements and instruments executed by the investors in the PPO, including,
        but
        not limited to, a registration rights agreement (the “Registration Rights
        Agreement”). The Registration Rights Agreement shall, among other things,
        register the Conversion Shares (and provide for “piggyback” registration of the
        Warrant Shares) under the Securities Act.

      


      Section
        1.03 Reservation
        of Common Stock.
        As set
        forth in Section 4(e) of the Securities Purchase Agreement, the Company shall
        reserve and keep available out of its authorized but unissued shares of Common
        Stock, solely for the purpose of effecting the conversion of this Note and
        the
        exercise of the Warrants, that number of shares of Common Stock equal to
        the sum
        of (i) the number of shares of Common Stock into which the Note is convertible
        from time to time based upon the Conversion Price, plus (ii) the number of
        shares of Common Stock for which the Warrants are exercisable from time to
        time
        based upon the Exercise Price. 

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Section
        1.04 Absolute
        Obligation/Ranking.
        Except
        as expressly provided herein, no provision of this Note shall alter or impair
        the obligation of the Company, which is absolute and unconditional, to pay
        the
        principal of, interest and liquidated damages (if any) on, this Note at the
        time, place, and rate, and in the coin or currency, herein prescribed. This
        Note
        is a direct debt obligation of the Company. This Note ranks pari passu
        with all
        other Notes now or hereinafter issued pursuant to the Securities Purchase
        Agreement.

      


      Section
        1.05 Paying
        Agent and Registrar.
        Initially, the Company will act as paying agent and registrar. The Company
        may
        change any paying agent, registrar, or Company-registrar by giving the Holder
        not less than ten (10) business days’ written notice of its election to do
        so, specifying the name, address, telephone number and facsimile number of
        the
        paying agent or registrar. The Company may act in any such
        capacity.

      


      Section
        1.06 Different
        Denominations.
        This
        Note is exchangeable for an equal aggregate principal amount of Notes of
        different authorized denominations, as requested by the Holder surrendering
        the
        same. No service charge will be made for such registration of transfer or
        exchange.

      


      Section
        1.07 Investment
        Representations.
        This
        Note has been issued subject to certain investment representations of the
        original Holder set forth in the Securities Purchase Agreement and may be
        transferred or exchanged only in compliance with the Securities Purchase
        Agreement and applicable federal and state securities laws and
        regulations.

      


      Section
        1.08 Reliance
        on Note Register.
        Prior
        to due presentment to the Company for transfer or conversion of this Note,
        the
        Company and any agent of the Company may treat the person in whose name this
        Note is duly registered on the Note Register as the owner hereof for the
        purpose
        of receiving payment as herein provided and for all other purposes, whether
        or
        not this Note is overdue, and neither the Company nor any such agent shall
        be
        affected by notice to the contrary.

      


      Section
        1.09 In
        addition to the rights and remedies given it by this Note, the Holder shall
        have
        all those rights and remedies allowed by applicable laws. The rights and
        remedies of the Holder are cumulative and recourse to one or more right or
        remedy shall not constitute a waiver of the others. 

      


      Article
        II. 

      


      Section
        2.01 Amendments
        and Waiver of Default.
        The
        Note may not be amended without the consent of the Holder. Notwithstanding
        the
        above, without the consent of the Holder, the Note may be amended to cure
        any
        ambiguity, defect or inconsistency or to make any change that does not adversely
        affect the rights of the Holder.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      Article
        III. 

      


      Section
        3.01 Events
        of Default.
        Each of
        the following events shall constitute a default under this Note (each an
        “Event
        of Default”):
        

      


      (a) failure
        by the Company to pay principal amount or interest due hereunder within five
        (5)
        days of the date such payment is due; 

      


      (b) failure
        by the Company’s transfer agent to issue Common Stock to the Holder within
        five (5) days of the Company’s receipt of the attached Conversion Notice
        from Holder in accordance with the Securities Purchase Agreement; 

      


      (c) failure
        by the Company for five (5) days after notice to it to comply with any of
        its
        other agreements in the Note; 

      


      (d) the
        Company shall: (1) make a general assignment for the benefit of its
        creditors; (2) apply for or consent to the appointment of a receiver,
        trustee, assignee, custodian, sequestrator, liquidator or similar official
        for
        itself or any of its assets and properties; (3) commence a voluntary case
        for relief as a debtor under the United States Bankruptcy Code; (4) file
        with or otherwise submit to any governmental authority any petition, answer
        or
        other document seeking: (A) reorganization, (B) an arrangement with
        creditors or (C) to take advantage of any other present or future
        applicable law respecting bankruptcy, reorganization, insolvency, readjustment
        of debts, relief of debtors, dissolution or liquidation; (5) file or
        otherwise submit any answer or other document admitting or failing to contest
        the material allegations of a petition or other document filed or otherwise
        submitted against it in any proceeding under any such applicable law, or
        (6) be adjudicated a bankrupt or insolvent by a court of competent
        jurisdiction;

      


      (e) any
        case,
        proceeding or other action shall be commenced against the Company for the
        purpose of effecting, or an order, judgment or decree shall be entered by
        any
        court of competent jurisdiction approving (in whole or in part) anything
        specified in Section 3.01(d) hereof, or any receiver, trustee, assignee,
        custodian, sequestrator, liquidator or other official shall be appointed
        with
        respect to the Company, or shall be appointed to take or shall otherwise
        acquire
        possession or control of all or a substantial part of the assets and properties
        of the Company, and any of the foregoing shall continue unstayed and in effect
        for any period of sixty (60) days;

      


      (f) any
        material obligation of the Company for the payment of borrowed money is not
        paid
        when due or within any applicable grace period, or such obligation becomes
        or is
        declared to be due and payable before the expressed maturity of the obligation,
        or there shall have occurred an event that, with the giving of notice or
        lapse
        of time, or both, would cause any such obligation to become, or allow any
        such
        obligation to be declared to be, due and payable before the expressed maturity
        date of the obligation;

      


      (g) a
        breach
        by the Company of any material contract that would have a Material Adverse
        Effect (as defined in the Securities Purchase Agreement);

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (h) any
        event
        of default of the Company under any agreement, note, mortgage, security
        agreement or other instrument evidencing or securing indebtedness that ranks
        senior in priority to, or pari passu with, the obligations under this Note
        and
        the Securities Purchase Agreement; 

      


      (i) any
        event
        of default of UFood has occurred with respect to the Bridge Loan;

      


      (j) the
        Common Stock shall not be eligible for quotation on or quoted for trading
        on the
        OTC Bulletin Board and shall not again be eligible for and quoted for trading
        thereon within five (5) trading days; 

      


      (k) any
        material breach by the Company of any of its representations or warranties
        under
        the Securities Purchase Agreement; or

      


      (l) any
        default, whether in whole or in part, shall occur in the due observance or
        performance of any obligations or other covenants, terms or provisions to
        be
        performed under this Note or the Securities Purchase Agreement which is not
        cured by the Company within five (5) days after receipt of written notice
        thereof. 

      


      Section
        3.02 If
        any
        Event of Default occurs, the full principal amount of this Note, together
        with
        interest and other amounts owing in respect thereof, to the date of acceleration
        shall become, at the Holder’s election, immediately due and payable in cash.
        Commencing five (5) days after the occurrence of any Event of Default that
        results in the eventual acceleration of this Note, the interest rate on this
        Note shall accrue at the rate of 15% per annum, or such lower maximum amount
        of
        interest permitted to be charged under applicable law. All Notes for which
        the
        full amount hereunder shall have been paid in accordance herewith shall promptly
        be surrendered to or as directed by the Company. The Holder need not provide
        and
        the Company hereby waives any presentment, demand, protest or other notice
        of
        any kind, and the Holder may immediately and without expiration of any grace
        period enforce any and all of its rights and remedies hereunder and all other
        remedies available to it under applicable law. Such declaration may be rescinded
        and annulled by the Holder at any time prior to payment hereunder and the
        Holder
        shall have all rights as a Note holder until such time, if any, as the full
        payment under this Section shall have been received by it. No such rescission
        or
        annulment shall affect any subsequent Event of Default or impair any right
        consequent thereon.

      


      Article
        IV. 

      


      Section
        4.01 Negative
        Covenants.
        So long
        as this Note shall remain in effect and until any outstanding principal and
        all
        accrued interest thereon and all fees and all other expenses or amounts payable
        under this Note and the Securities Purchase Agreement have been paid in full,
        unless all Holders shall otherwise consent in writing, the Company shall
        not:

      


      (a) Senior
        or Pari Passu Indebtedness.
        Incur,
        create, assume, guaranty or permit to exist any indebtedness that ranks senior
        in priority to, or pari passu with, the obligations under this Note and the
        Securities Purchase Agreement, except for indebtedness existing or contemplated
        on the date hereof and set forth in Schedule A attached hereto and only to
        the
        extent that such indebtedness ranks senior in priority to or pari passu with
        the
        obligations under this Note and the Securities Purchase Agreement on the
        Original Issue Date.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (b) Liens.
        Create,
        incur, assume or permit to exist any lien on any property or assets (including
        stock or other securities of the Company) now owned or hereafter acquired
        by it
        or on any income or revenues or rights in respect of any thereof, except:
        

      


      (i) liens
        on
        property or assets of the Company existing on the date hereof and set forth
        in
        Schedule B attached hereto, provided that such liens shall secure only those
        obligations which they secure on the date hereof;

      


      (ii) any
        lien
        created under this Note or the Securities Purchase Agreement;

      


      (iii) any
        lien
        existing on any property or asset prior to the acquisition thereof by the
        Company, provided that 

      


      1) such
        lien
        is not created in contemplation of or in connection with such acquisition
        and


      


      2) such
        lien
        does not apply to any other property or assets of the Company;

      


      (iv) liens
        for
        taxes, assessments and governmental charges;

      


      (v) carriers’,
        warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s or other like
        liens arising in the ordinary course of business and securing obligations
        that
        are not due and payable;

      


      (vi) pledges
        and deposits made in the ordinary course of business in compliance, with
        workmen’s compensation, unemployment insurance and other social security laws or
        regulations;

      


      (vii) deposits
        to secure the performance of bids, trade contracts (other than for
        indebtedness), leases, statutory obligations, surety and appeal bonds,
        performance bonds and other obligations of a like nature incurred in the
        ordinary course of business;

      


      (viii) zoning
        restrictions, easements, licenses, covenants, conditions, rights-of-way,
        restrictions on use of real property and other similar encumbrances incurred
        in
        the ordinary course of business and minor irregularities of title that, in
        the
        aggregate, are not substantial in amount and do not materially detract from
        the
        value of the property subject thereto or interfere with the ordinary conduct
        of
        the business of the Company;

      


      (ix) purchase
        money security interests in real property, improvements thereto or equipment
        hereafter acquired (or, in the case of improvements, constructed) by the
        Company, provided that 

      


      1) such
        security interests secure indebtedness permitted by this Note, 

      


      2) such
        security interests are incurred, and the indebtedness secured thereby is
        created, within 90 days after such acquisition (or construction),

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      3) the
        indebtedness secured thereby does not exceed 85% of the lesser of the cost
        or
        the fair market value of such real property, improvements or equipment at
        the
        time of such acquisition (or construction) and 

      


      4) such
        security interests do not apply to any other property or assets of the
        Company;

      


      (x) liens
        arising out of judgments or awards (other than any judgment that constitutes
        an
        Event of Default hereunder) in respect of which the Company shall in good
        faith
        be prosecuting an appeal or proceedings for review and in respect of which
        it
        shall have secured a subsisting stay of execution pending such appeal or
        proceedings for review, provided the Company shall have set aside on its
        books
        adequate reserves with respect to such judgment or award; and

      


      (xi) deposits,
        liens or pledges to secure payments of workmen’s compensation and other
        payments, public liability, unemployment and other insurance, old-age pensions
        or other social security obligations, or the performance of bids, tenders,
        leases, contracts (other than contracts for the payment of money), public
        or
        statutory obligations, surety, stay or appeal bonds, or other similar
        obligations arising in the ordinary course of business.

      


      (c) Dividends
        and Distributions.
        In the
        case of the Company, declare or pay, directly or indirectly, any dividend
        or
        make any other distribution (by reduction of capital or otherwise), whether
        in
        cash, property, securities or a combination thereof, with respect to any
        shares
        of its capital stock or directly or indirectly redeem, purchase, retire or
        otherwise acquire for value any shares of any class of its capital stock
        or set
        aside any amount for any such purpose; provided, however, that the Company
        may


      


      (i) declare
        and pay dividends consisting entirely of its common stock, 

      


      (ii) repurchase
        shares of its capital stock from its employees in connection with the
        termination of such employees and 

      


      (iii) make
        distributions consisting entirely of its common stock in connection with
        stock
        splits of its capital stock.

      


      (d) Limitation
        on Certain Payments and Prepayments.
        

      


      (i) Pay
        in
        cash any amount in respect of any indebtedness or preferred stock that may
        at
        the obligor’s option be paid in kind or in other securities;

      


      (ii) Optionally
        prepay, repurchase or redeem or otherwise defease or segregate funds with
        respect to any indebtedness of the Company, other than for senior indebtedness
        existing on the date hereof and set forth in Schedule A attached hereto,
        indebtedness under this Note or the Securities Purchase Agreement.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Article
        V. 

      


      Section
        5.01 Re-issuance
        of Note.
        When
        the Holder elects to convert a part of the Note, then the Company shall reissue
        a new Note in the same form as this Note to reflect the new principal amount
        and
        the Holder shall return the Note to the Company for cancellation.

      


      Article
        VI. 

      


      Section
        6.01 Anti-dilution.
        Adjustment
        of Conversion Price.
        The
        Conversion Price shall be adjusted from time to time as follows:

      


      (a) Adjustment
        of Conversion Price and Number of Shares upon Issuance of Common
        Stock.
        If at
        any time after the Original Issue Date, the Company issues or sells, or is
        deemed to have issued or sold, any shares of Common Stock (other than (i)
        Excluded Securities (as defined herein) and (ii) shares of Common Stock which
        are issued or deemed to have been issued by the Company in connection with
        an
        Approved Stock Plan (as defined herein) or upon issuance, exercise or conversion
        of the Other Securities (as defined herein)) for a consideration per share
        less
        than a price (the “Applicable
        Price”)
        equal
        to the Conversion Price in effect immediately prior to such issuance or sale,
        then immediately after such issue or sale the Conversion Price then in effect
        shall be reduced to an amount equal to such consideration per share, provided
        that in no event shall the Conversion Price be reduced below $0.001.


      


      (b) Effect
        on Conversion Price of Certain Events.
        For
        purposes of determining the adjusted Conversion Price under Section 6.01(a)
        above, the following shall be applicable:

      


      (i) Issuance
        of Options.
        If
        after the date hereof, the Company in any manner grants any rights, warrants
        or
        options to subscribe for or purchase Common Stock or convertible securities
        (“Options”),
        other
        than Excluded Securities or Other Securities issued or deemed to have been
        issued in connection with any Approved Stock Plan, and the lowest price per
        share for which one share of Common Stock is issuable upon the exercise of
        any
        such Option or upon conversion or exchange of any convertible securities
        issuable upon exercise of any such Option is less than the Conversion Price
        then
        in effect, then such share of Common Stock shall be deemed to be outstanding
        and
        to have been issued and sold by the Company at the time of the granting or
        sale
        of such Option for such price per share. For purposes of this Section
        6.01(b)(i), the lowest price per share for which one share of Common Stock
        is
        issuable upon exercise of such Options or upon conversion or exchange of
        such
        convertible securities shall be equal to the sum of the lowest amounts of
        consideration (if any) received or receivable by the Company with respect
        to any
        one share of Common Stock upon the granting or sale of the Option, upon exercise
        of the Option or upon conversion or exchange of any other convertible security
        other than this Note issuable upon exercise of such Option. No further
        adjustment of the Conversion Price shall be made upon the actual issuance
        of
        such Common Stock or of such convertible securities upon the exercise of
        such
        Options or upon the actual issuance of such Common Stock upon conversion
        or
        exchange of such convertible securities.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (ii) Issuance
        of Convertible Securities.
        If the
        Company in any manner issues or sells any convertible securities after the
        Original Issue Date, other than Excluded Securities or Other Securities issued
        or deemed to have been issued in connection with an Approved Stock Plan,
        and the
        lowest price per share for which one share of Common Stock is issuable upon
        the
        conversion or exchange thereof is less than the Conversion Price then in
        effect,
        then such share of Common Stock shall be deemed to be outstanding and to
        have
        been issued and sold by the Company at the time of the issuance or sale of
        such
        convertible securities for such price per share. For the purposes of this
        Section 6.01(b)(ii), the lowest price per share for which one share of
        Common Stock is issuable upon such conversion or exchange shall be equal
        to the
        sum of the lowest amounts of consideration (if any) received or receivable
        by
        the Company with respect to one share of Common Stock upon the issuance or
        sale
        of the convertible security and upon conversion or exchange of such convertible
        security. No further adjustment of the Conversion Price shall be made upon
        the
        actual issuance of such Common Stock upon conversion or exchange of such
        convertible securities, and if any such issue or sale of such convertible
        securities is made upon exercise of any Options for which adjustment of the
        Conversion Price had been or are to be made pursuant to other provisions
        of this
        Section 6.01(b), no further adjustment of the Conversion Price shall be made
        by
        reason of such issue or sale. 

      


      (iii) Change
        in Option Price or Rate of Conversion.
        If the
        purchase price provided for in any Options, the additional consideration,
        if
        any, payable upon the issue, conversion or exchange of any convertible
        securities, or the rate at which any convertible securities are convertible
        into
        or exchangeable for Common Stock changes at any time, the Conversion Price
        in
        effect at the time of such change shall be adjusted to the Conversion Price
        which would have been in effect at such time had such Options or convertible
        securities provided for such changed purchase price, additional consideration
        or
        changed conversion rate, as the case may be, at the time initially granted,
        issued or sold and the number of shares of Common Stock issuable upon conversion
        of this Note shall be correspondingly readjusted. For purposes of this Section
        6.01(b)(iii), if the terms of any Option or convertible security that was
        outstanding as of the Original Issue Date are changed in the manner described
        in
        the immediately preceding sentence, then such Option or convertible security
        and
        the Common Stock deemed issuable upon exercise, conversion or exchange thereof
        shall be deemed to have been issued as of the date of such change. No adjustment
        pursuant to this Section 6.01(b) shall be made if such adjustment would result
        in an increase of the Conversion Price then in effect. 

      


      (c) Effect
        on Conversion Price of Certain Events.
        For
        purposes of determining the adjusted Conversion Price under
        Sections 6.01(a) and 6.01(b), the following shall be applicable:


      


      (i) Calculation
        of Consideration Received.
        If any
        Common Stock, Options or convertible securities are issued or sold or deemed
        to
        have been issued or sold for cash, the consideration received therefore will
        be
        deemed to be the net amount received by the Company therefore. If any Common
        Stock, Options or convertible securities are issued or sold for a consideration
        other than cash, the amount of such consideration received by the Company
        will
        be the fair value of such consideration, except where such consideration
        consists of marketable securities, in which case the amount of consideration
        received by the Company will be the market price of such securities on the
        date
        of receipt of such securities (measured by the closing sale price of such
        securities on the Over-the-Counter Bulletin Board or its principal trading
        market). If any Common Stock, Options or convertible securities are issued
        to
        the owners of the non-surviving entity in connection with any merger in which
        the Company is the surviving entity, the amount of consideration therefore
        will
        be deemed to be the fair value of such portion of the net assets and business
        of
        the non-surviving entity as is attributable to such Common Stock, Options
        or
        convertible securities, as the case may be. The fair value of any consideration
        other than cash or securities will be determined jointly by the Company and
        the
        holders of the principal amount of the Notes then outstanding. If such parties
        are unable to reach agreement within ten (10) days after the occurrence of
        an event requiring valuation (the “Valuation
        Event”),
        the
        fair value of such consideration will be determined within five (5) Business
        Days after the tenth (10th)
        day
        following the Valuation Event by an independent, reputable appraiser jointly
        selected by the Company and the holders of the principal amount of the Notes
        then outstanding. The determination of such appraiser shall be final and
        binding
        upon all parties and the fees and expenses of such appraiser shall be borne
        by
        the Company.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (ii) Integrated
        Transactions.
        In case
        any Option is issued in connection with the issue or sale of other securities
        of
        the Company, together comprising one integrated transaction in which no specific
        consideration is allocated to such Options by the parties thereto, the Options
        will be deemed to have been issued for a consideration of $0.001. 

      


      (iii) Treasury
        Shares.
        The
        number of shares of Common Stock outstanding at any given time does not include
        shares owned or held by or for the account of the Company, and the disposition
        of any shares so owned or held will be considered an issue or sale of Common
        Stock. 

      


      (iv) Record
        Date.
        If the
        Company takes a record of the holders of Common Stock for the purpose of
        entitling them (1) to receive a dividend or other distribution payable in
        Common Stock, Options or in convertible securities or (2) to subscribe for
        or purchase Common Stock, Options or convertible securities, then such record
        date will be deemed to be the date of the issue or sale of the shares of
        Common
        Stock deemed to have been issued or sold upon the declaration of such dividend
        or the making of such other distribution or the date of the granting of such
        right of subscription or purchase, as the case may be. 

      


      (d) Adjustment
        of Conversion Price upon Subdivision or Combination of Common
        Stock.
        If the
        Company at any time after the date of issuance of this Note subdivides (by
        any
        stock split, stock dividend, recapitalization or otherwise) one or more classes
        of its outstanding shares of Common Stock into a greater number of shares,
        the
        Conversion Price or Future Price in effect immediately prior to such subdivision
        will be proportionately reduced. If the Company at any time after the date
        of
        issuance of this Note combines (by combination, reverse stock split or
        otherwise) one or more classes of its outstanding shares of Common Stock
        into a
        smaller number of shares, the Conversion Price or Future Price in effect
        immediately prior to such combination will be proportionately increased.
        Any
        adjustment under this Section 6.01(d) shall become effective at the close
        of business on the date the subdivision or combination becomes effective.
        

      


      (e) Distribution
        of Assets.
        If the
        Company shall declare or make any dividend or other distribution of its assets
        (or rights to acquire its assets) to holders of Common Stock, by way of return
        of capital or otherwise (including, without limitation, any distribution
        of
        cash, stock or other securities, property or options by way of a dividend,
        spin
        off, reclassification, corporate rearrangement or other similar transaction)
        (a
“Distribution”),
        at
        any time after the issuance of this Note, then, in each such case the Conversion
        Price in effect immediately prior to the close of business on the record
        date
        fixed for the determination of holders of Common Stock entitled to receive
        the
        Distribution shall be reduced, effective as of the close of business on such
        record date, to a price determined by multiplying such Conversion Price by
        a
        fraction of which (A) the numerator shall be the closing bid price of the
        Common
        Stock on the trading day immediately preceding such record date minus the
        value
        of the Distribution (as determined in good faith by the Company’s Board of
        Directors) applicable to one share of Common Stock, and (B) the denominator
        shall be the closing bid price of the Common Stock on the trading day
        immediately preceding such record date. Notwithstanding the foregoing, the
        Distribution in the form of a stock dividend (the “Forward
        Split”)
        to be
        effected prior to, and in connection with, the Merger shall in no event cause
        an
        adjustment to the Conversion Price, nor shall any similar adjustment to the
        capital structure of the Company effected in connection with the Merger and
        the
        PPO.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (f) Certain
        Events.
        If any
        event occurs of the type contemplated by the provisions of this
        Section 6.01 but not expressly provided for by such provisions (including,
        without limitation, the granting of stock appreciation rights, phantom stock
        rights or other rights with equity features but excluding the Recapitalization,
        as such term is defined in the Securities Purchase Agreement), then the
        Company’s Board of Directors will make an appropriate adjustment in the
        Conversion Price so as to protect the rights of the holders of the Note;
        provided, except as set forth in Section 6.01(d), that no such adjustment
        pursuant to this Section 6.01(f) will increase the Conversion Price as otherwise
        determined pursuant to this Section 6.01.

      


      (i) Notices.

      


      1) Immediately
        upon any adjustment of the Conversion Price, the Company will give written
        notice thereof to the holder of this Note, setting forth in reasonable detail,
        and certifying, the calculation of such adjustment.

      


      2) The
        Company will give written notice to the holder of this Note at least ten
        (10)
        days prior to the date on which the Company closes its books or takes a record
        (A) with respect to any dividend or distribution upon the Common Stock,
        (B) with respect to any pro rata subscription offer to holders of Common
        Stock or (C) for determining rights to vote with respect to any dissolution
        or liquidation, provided that such information shall be made known to the
        public
        prior to or in conjunction with such notice being provided to such
        holder.

      


      (ii) Definitions.

      


      1) “Approved
        Stock Plan”
means
        any employee benefit plan approved by the Board of Directors of the Company,
        or
        any successor thereto, pursuant to which the Company’s securities may be issued
        to any employee, officer or director for services provided to the
        Company.

      


      2) “Excluded
        Securities”
means
        any of the following: (a) any issuance by the Company of securities in
        connection with a strategic partnership or a joint venture (the primary purpose
        of which is not to raise equity capital), (b) any issuance by the Company
        of
        securities as consideration for a merger or consolidation or the acquisition
        of
        a business, product, license, or other assets of another person or entity
        and
        (c) options to purchase shares of Common Stock, or other stock based awards
        or
        grants under an Approved Stock Plan.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      3) “Other
        Securities”
means
        (i) those options and warrants of the Company issued prior to, and
        outstanding on, the Original Issue Date, (ii) the Units, including the Common
        Stock and Warrants included in the Units, issued in the PPO, (ii) the shares
        of
        Common Stock issuable on exercise of such options and warrants, provided
        such
        options and warrants are not amended after the Original Issue Date, (iii)
        the
        shares of Common Stock issued in connection with the Forward Split and
        (iv) the shares of Common Stock issuable upon exercise of the Warrants or
        conversion of this Note.

      


      (g) Nothing
        in this Section 6.01 shall be deemed to authorize the issuance of any securities
        by the Company in violation of Section 6.02.

      


      Article
        VII. 

      


      Section
        7.01 Notice.
        Notices
        regarding this Note shall be sent to the parties at the following addresses,
        unless a party notifies the other parties, in writing, of a change of
        address:

       

      
        	
                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

              
	 	 
	
                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 Holder:

              	
                At
                  the address set forth in the Securities Purchase
                  Agreement

              


      

      


      Section
        7.02 Governing
        Law.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Note shall be governed by and construed and enforced in accordance
        with
        the internal laws of the State of New York, without regard to the principles
        of
        conflicts of law thereof. Each party agrees that all legal proceedings
        concerning the interpretations, enforcement and defense of the transactions
        contemplated by any of the Transaction Documents (whether brought against
        a
        party hereto or its respective affiliates, directors, officers, shareholders,
        employees or agents) shall be commenced in the state and federal courts sitting
        in the City of New York, Borough of Manhattan (the “New York Courts”). Each
        party hereto hereby irrevocably submits to the exclusive jurisdiction of
        the New
        York Courts for the adjudication of any dispute hereunder or in connection
        herewith or with any transaction contemplated hereby or discussed herein
        (including with respect to the enforcement of any of the Transaction Documents),
        and hereby irrevocably waives, and agrees not to assert in any suit, action
        or
        proceeding, any claim that it is not personally subject to the jurisdiction
        of
        any such court, or such New York Courts are improper or inconvenient venue
        for
        such proceeding. Each party hereby irrevocably waives personal service of
        process and consents to process being served in any such suit, action or
        proceeding by mailing a copy thereof via registered or certified mail or
        overnight delivery (with evidence of delivery) to such party at the address
        in
        effect for notices to it under this Note and agrees that such service shall
        constitute good and sufficient service of process and notice thereof. Nothing
        contained herein shall be deemed to limit in any way any right to serve process
        in any manner permitted by law. Each party hereto hereby irrevocably waives,
        to
        the fullest extent permitted by applicable law, any and all right to trial
        by
        jury in any legal proceeding arising out of or relating to this Note or the
        transactions contemplated hereby. If either party shall commence an action
        or
        proceeding to enforce any provisions of this Note, then the prevailing party
        in
        such action or proceeding shall be reimbursed by the other party for its
        attorney’s fees and other costs and expenses incurred with the investigation,
        preparation and prosecution of such action or proceeding.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Section
        7.03 Severability.
        The
        invalidity of any of the provisions of this Note shall not invalidate or
        otherwise affect any of the other provisions of this Note, which shall remain
        in
        full force and effect.

      


      Section
        7.04 Entire
        Agreement and Amendments.
        This
        Note, together with the Securities Purchase Agreement, represents the entire
        agreement between the parties hereto with respect to the subject matter hereof
        and there are no representations, warranties or commitments, except as set
        forth
        herein. This Note may be amended only by an instrument in writing executed
        by
        the parties hereto.

      


      [Remainder
        of Page Intentionally Left Blank]

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF,
        with
        the intent to be legally bound hereby, the Company as executed this Note
        as of
        the date first written above.

       

      
        	 	
                UFood
                  Franchise Company

              
	 	 
	 	 
	 	
                By:

              	 

	 	
                Name:
                  Brent Hahn

              
	 	
                Title:
                  President

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      NOTICE
        OF CONVERSION

      


      (To
        be executed by the Holder in order to convert the Note)

       

      
        	
                TO:

              	 


      

      


      


      The
        undersigned hereby irrevocably elects to convert $     of
        the
        principal amount of the above Note into Shares of Common Stock of UFood
        Franchise Company, according to the conditions stated therein, as of the
        Conversion Date written below.

       

      
        	
                Conversion
                  Date:

              	 ____________________________________
	
                Applicable
                  Conversion Price:

              	 ____________________________________ 
	
                Signature:

              	  ___________________________________
	
                Name:

              	  ___________________________________
	
                Address:

              	  ___________________________________
	
                Amount
                  to be converted:

              	
                $ ___________________________________

              
	
                Amount
                  of Note unconverted:

              	
                $ ___________________________________

              
	
                Conversion
                  Price per Unit: 

              	
                $ ___________________________________

              
	
                Interest
                  on the Principal being converted shall be paid as


              	   ___________________________________
	
                Number
                  of shares of Common Stock and Warrants to be issued including as
                  payment
                  of interest, if applicable:

              	   ___________________________________
	
                Please
                  issue the shares of Common Stock and Warrants in the following
                  name and to
                  the following address:

              	   ___________________________________
	
                Issue
                  to the following account of the Holder:

              	   ___________________________________
	
                Authorized
                  Signature:

              	   ___________________________________
	
                Name:

              	   ___________________________________
	
                Title:

              	   ___________________________________
	
                Phone
                  Number:

              	   ___________________________________
	
                Broker
                  DTC Participant Code:

              	   ___________________________________
	
                Account
                  Number:

              	   ___________________________________


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

      


      SENIOR
        AND PARI PASSU INDEBTEDNESS

      


      None.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        B

      


      LIENS

      


      None.