This
      Note and the indebtedness evidenced hereby are subject to the terms of that
      certain Subordination Agreement between the Lender and TD Banknorth, N.A. dated
      as of September 24, 2007 (the “Subordination Agreement”) and this Note and the
      indebtedness evidenced hereby are subordinated in the manner and to the extent
      set forth in such Subordination Agreement, and each holder of this Note, by
      its
      acceptance hereof, shall be bound by the subordination provisions of the
      Subordination Agreement.

    


    


    Unsecured
      Subordinated Bridge Loan Promissory Note

    


    
      	
              $965,000.00

            	
              October
                4, 2007

            


    

    


    FOR
      VALUE
      RECEIVED, KNOWFAT FRANCHISE COMPANY, INC., a Delaware corporation (hereinafter
      called the “Borrower”), hereby promises to pay to the order of UFOOD RESTAURANT
      GROUP, INC. (f/k/a UFood Franchise Company), a Nevada corporation (hereinafter
      called the “Lender”), c/o Gottbetter & Partners LLP, 488 Madison Avenue,
      12th
      Floor,
      New York, New York 10022, the principal sum of Nine Hundred Sixty Five Thousand
      Dollars ($965,000.00) (the “Loan”), in lawful money of the United States of
      America and in immediately available funds. 

    


    1. The
      outstanding principal balance of this Note, together with accrued and unpaid
      interest thereon, shall be due and payable on February 1, 2008 (the “Due Date”),
      which Due Date may be extended by the Borrower and the Lender in writing;
provided,
      however,
      that
      upon the consummation of a merger between the Borrower and the Lender, or an
      affiliate of the Lender (the “Merger”), all
      indebtedness evidenced hereby shall be deemed canceled and paid in
      full.

    


    2. This
      Note
      shall bear interest at the rate of nine percent (9%) per annum on the unpaid
      principal balance hereof. Interest shall be calculated on the basis of a year
      of
      three hundred sixty (360) days applied to the actual days on which there exists
      an unpaid balance under this Note.

    


    3. Interest
      only shall be payable monthly in arrears, commencing thirty (30) days from
      the
      date hereof. Thereafter, on the first business day of each month through and
      including the month in which the Due Date occurs, the Borrower shall pay monthly
      installments of interest only.

    


    4. Upon
      an
“Event of Default,” as defined in the Bridge Loan Agreement described below, the
      rate of interest accruing on the unpaid principal balance of this Note shall
      increase to fifteen percent (15%) per annum. Such default interest rate shall
      continue until all defaults are cured.

    


    5. This
      Note
      is subject to the terms of a Bridge Loan Agreement (the “Bridge Loan Agreement”)
      dated September 24, 2007 by and among the Borrower and the Lender. All
      capitalized and undefined terms herein shall have the meaning given them in
      the
      Bridge Loan Agreement.


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


    6. The
      payment of the principal of and interest on this Note is subordinated, to the
      extent and in the manner provided for in the Subordination Agreement, to the
      prior full, final and indefeasible payment of the Senior Indebtedness (as
      defined in the Subordination Agreement).

    


    7. Upon
      the
      occurrence of an Event of Default under the Bridge Loan Agreement, the entire
      principal amount outstanding hereunder and all accrued interest hereon, together
      with all other sums due hereunder, shall, as provided in the Bridge Loan
      Agreement, become immediately due and payable.

    


    Notwithstanding
      the foregoing, if an Event of Default is cured (or waived by the Lender), the
      Borrower shall use its reasonable best efforts to ensure that the Merger and
      the
      Transactions are consummated.

    


    8. In
      addition to the rights and remedies given it by this Note, the Lender shall
      have
      all those rights and remedies allowed by applicable laws. The rights and
      remedies of the Lender are cumulative and recourse to one or more right or
      remedy shall not constitute a waiver of the others. The Borrower shall be liable
      for all commercially reasonable costs, expenses and attorneys’ fees incurred by
      the Lender in connection with the collection of the indebtedness evidenced
      by
      the Note. 

    


    9. To
      the
      extent permitted by applicable law, the Borrower waives all rights and benefits
      of any statute of limitations, moratorium, reinstatement, marshalling,
      forbearance, valuation, stay, extension, redemption, appraisement and exemption
      now provided or which may hereafter by provided by law, both as to itself and
      as
      to all of its properties, real and personal, against the enforcement and
      collection of the indebtedness evidenced hereby. 

    


    10. All
      notices, requests, demands, and other communications with respect hereto shall
      be in writing and shall be delivered by hand, sent prepaid by a
      nationally-recognized overnight courier service or sent by the United States,
      certified, postage prepaid, return receipt requested, at the addresses
      designated in the Bridge Loan Agreement or such other address as the parties
      may
      designate to each other in writing. 

    


    11. This
      Note
      or any provision hereof may be waived, changed, modified or discharged only
      by
      agreement in writing signed by the Borrower and the Lender. The Borrower may
      not
      assign or transfer its obligation hereunder without the prior written consent
      of
      the Lender. 

    


    12. The
      term
“the Borrower” shall include each person and entity now or hereafter liable
      hereunder, whether as maker, successor, assignee or endorsee, each of whom
      shall
      be jointly, severally and primarily liable for all of the obligations set forth
      herein. 

    


    13. If
      any
      provision of this Note shall for any reason be held invalid or unenforceable,
      such invalidity or unenforceability shall not affect any other provision of
      this
      Note, but this Note shall be construed as if this Note had never contained
      the
      invalid or unenforceable provision. 


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    14. This
      Note
      shall be governed by and construed in accordance with the domestic laws of
      the
      State of New York, without giving effect to any choice of law provision or
      rule.
      Any controversy or dispute arising out of or relating to this Note shall be
      settled solely and exclusively in accordance with the provisions of the Bridge
      Loan Agreement, which provisions are incorporated by reference herein as though
      fully set forth. 

    


    


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        3

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned Borrower has caused the due execution of this
      Bridge Loan Promissory Note as of the day and year first herein above written.
      

    


    


    
      	 	
              KNOWFAT
                FRANCHISE COMPANY, INC.

            
	 	 	     
	 	 	     
	 	 	     
	 	
              By:

            	    

	 	
              Name:

            	
              George
                Naddaff

            
	 	
              Title:

            	
              Chairman
                and Chief Executive Officer

            


    

     

    
      
         

      

      
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