ESCROW
      AGREEMENT

     

    This
      Escrow Agreement (this “Agreement”) is entered into as of December 18, 2007, by
      and between UFood Restaurant Group, Inc., a Nevada corporation (the “Company”),
      and Gottbetter & Partners, LLP (the “Escrow Agent”).

     

    WHEREAS,
      pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger
      Agreement”) among the Company, a wholly-owned subsidiary of the Company
      (“Acquisition Corp.”) and KnowFat Franchise Company, Inc., a Delaware
      corporation (“KnowFat”), KnowFat and Acquisition Corp. have merged (the
“Merger”), with KnowFat being the surviving corporation in the
      Merger;

     

    WHEREAS,
      as contemplated by the Merger Agreement, the Company has engaged in a private
      placement of units (“Units”) of securities of the Company;

     

    WHEREAS,
      the Company agreed to use the net proceeds from the sale of the Units for
      purposes described under the “Use of Proceeds” section of the Confidential
      Private Placement Memorandum dated October 17, 2007, including applying
      $1,000,000 from the net proceeds for public and investor relations
      programs;

     

    WHEREAS,
      the parties hereto desire to establish an escrow account to provide for the
      safekeeping of the Escrowed Funds (as defined herein) until such time as the
      Escrowed Funds are released by the Escrow Agent in accordance with the terms
      and
      conditions of this Agreement.

     

    All
      capitalized terms used but not defined herein shall have the meanings ascribed
      thereto in the Merger Agreement and the other Transaction
      Documentation.

     

    NOW,
      THEREFORE, the parties hereto hereby agree as follows:

     

    1. At
      the
      First Closing, the Company shall cause to be deposited $1,000,000 (the “Escrowed
      Funds”) with the Escrow Agent pursuant to the following wiring
      instructions:

    

      
        	
                Bank:

              	 	
                Citibank,
                  N.A.

              
	
              	 	
                330
                  Madison Avenue, New York, New York

              
	
                ABA
                  Routing #:

              	 	
                021000089

              
	
                Swift
                  Code:

              	 	
                CITIUS33

              
	
                Beneficiary:

              	 	
                Gottbetter
                  & Partners, LLP, Attorney Trust Account

              
	
                Account
                  #:

              	 	
                49061322

              
	
                Reference:

              	 	
                “UFood
                  Restaurant Group, Inc. - IR Funds”

              
	 	 	 
	
                Gottbetter
                  & Partners Accounting Contact:

              	 	
              
	
                Vincent
                  DiPaola; telephone: (212) 400-6900; e-mail:
                  vdp@gottbetter.com.

              


      

    

    


    2. The
      Company agrees that the Escrowed Funds shall be held in escrow by the Escrow
      Agent pursuant to this Agreement for its benefit as set forth herein and that
      the Escrow Funds shall be used to retain the services of public and investor
      relations firms.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. The
      Escrow Agent shall hold and release the Escrowed Funds only in accordance with
      the terms and conditions of this Agreement. 

     

    4. Subject
      to the provisions of Section 6 herein, the Escrow Agent shall release the
      Escrowed Funds as follows: 

     

    (a) All
      funds
      shall be delivered pursuant to written instructions substantially in the form
      of
Exhibit
      A
      hereto
      (the “Instructions”) signed by the Company.

     

    (b) Notwithstanding
      the above, upon receipt by the Escrow Agent of a final and non-appealable
      judgment, order, decree or award of a court of competent jurisdiction (a “Court
      Order”), the Escrow Agent shall deliver the Escrowed Funds in accordance with
      the Court Order. Any Court Order shall be accompanied by an opinion of counsel
      for the party presenting the Court Order to the Escrow Agent (which opinion
      shall be satisfactory to the Escrow Agent) to the effect that the court issuing
      the Court Order has competent jurisdiction and that the Court Order is final
      and
      non-appealable.

     

    (c) The
      Company acknowledges that the only terms and conditions upon which the Escrowed
      Funds are to be released are set forth in this Agreement. The Company reaffirms
      its agreement to abide by the terms and conditions of this Agreement with
      respect to the release of the Escrowed Funds. Any dispute with respect to the
      release of the Escrowed Funds shall be resolved pursuant to Section 6 herein
      or
      by agreement between the parties.

     

    5. The
      Escrow Agent’s duties and responsibilities shall be subject to the following
      terms and conditions: 

     

    (a) The
      Company acknowledges and agrees that the Escrow Agent (i) shall not be
      responsible for or bound by, and shall not be required to inquire into whether
      the Company is entitled to receipt of the Escrowed Funds pursuant to any other
      agreement or otherwise; (ii) shall be obligated only for the performance of
      such
      duties as are specifically assumed by the Escrow Agent pursuant to this
      Agreement; (iii) may rely on and shall be protected in acting or refraining
      from
      acting upon any written notice, instruction, instrument, statement, request
      or
      document furnished to it hereunder and believed by the Escrow Agent in good
      faith to be genuine and to have been signed or presented by the proper person
      or
      party, without being required to determine the authenticity or correctness
      of
      any fact stated therein or the propriety or validity or the service thereof;
      (iv) may assume that any person believed by the Escrow Agent in good faith
      to be
      authorized to give notice or make any statement or execute any document in
      connection with the provisions hereof is so authorized; (v) shall not be under
      any duty to give the property held by Escrow Agent hereunder any greater degree
      of care than the Escrow Agent gives its own similar property, but in no event
      less than a reasonable amount of care; and (vi) may consult with counsel
      satisfactory to the Escrow Agent, the opinion of such counsel to be full and
      complete authorization and protection in respect of any action taken, suffered
      or omitted by the Escrow Agent hereunder in good faith and in accordance with
      the opinion of such counsel.

     

    (b) The
      Company acknowledges that the Escrow Agent is acting solely as a stakeholder
      at
      its request and that the Escrow Agent shall not be liable for any action taken
      by Escrow Agent in good faith and believed by the Escrow Agent to be authorized
      or within the rights or powers conferred upon the Escrow Agent by this
      Agreement. The Company agrees to indemnify and hold harmless the Escrow Agent
      and any of the Escrow Agent’s partners, employees, agents and representatives
      for any action taken or omitted to be taken by the Escrow Agent or any of them
      hereunder, including the fees of outside counsel and other costs and expenses
      of
      defending itself against any claim or liability under this Agreement, except
      in
      the case of gross negligence or willful misconduct on the part of the Escrow
      Agent committed in its capacity as Escrow Agent under this Agreement. The Escrow
      Agent shall owe a duty only to the Company under this Agreement and to no other
      person.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (c) The
      Company agrees to reimburse the Escrow Agent for outside counsel fees, to the
      extent authorized hereunder and incurred in connection with the performance
      of
      its duties and responsibilities hereunder.

     

    (d) The
      Escrow Agent may at any time resign as Escrow Agent hereunder by giving five
      (5)
      days prior written notice of resignation to the Company. Prior to the effective
      date of the resignation as specified in such notice, the Company will issue
      to
      the Escrow Agent an instruction authorizing delivery of the Escrowed Funds
      to a
      substitute escrow agent selected by the Company. If no successor escrow agent
      is
      named by the Company, the Escrow Agent may apply to a court of competent
      jurisdiction in the State of New York for appointment of a successor escrow
      agent, and to deposit the Escrowed Funds with the clerk of any such
      court.

     

    (e) The
      Escrow Agent does not have and will not have any interest in the Escrowed Funds,
      but is serving only as escrow agent in connection therewith, having only
      possession thereof.

     

    (f) This
      Agreement sets forth exclusively the duties of the Escrow Agent with respect
      to
      any and all matters pertinent thereto and no implied duties or obligations
      shall
      be read into this Agreement.

     

    (g) The
      provisions of this Agreement shall survive the resignation of the Escrow Agent
      or the termination of this Agreement.

     

    6. Resolution
      of disputes arising under this Agreement shall be subject to the following
      terms
      and conditions:

     

    (a) If
      any
      dispute shall arise with respect to the delivery, ownership, right of possession
      or disposition of the Escrowed Funds, or if the Escrow Agent shall in good
      faith
      be uncertain as to its duties or rights hereunder, the Escrow Agent shall be
      authorized, without liability to anyone, to (i) refrain from taking any action
      other than to continue to hold the Escrowed Funds pending receipt of an
      Instruction from the Company, or (ii) deposit the Escrowed Funds with any court
      of competent jurisdiction in the State of New York, in which event the Escrow
      Agent shall give written notice thereof to the Company and shall thereupon
      be
      relieved and discharged from all further obligations pursuant to this Agreement.
      The Escrow Agent may, but shall be under no duty to, institute or defend any
      legal proceedings which relate to the Escrowed Funds. The Escrow Agent shall
      have the right to retain counsel if it becomes involved in any disagreement,
      dispute or litigation on account of this Agreement or otherwise determines
      that
      it is necessary to consult counsel.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) The
      Escrow Agent is hereby expressly authorized to comply with and obey any Court
      Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow
      Agent shall not be liable to the Company or to any other person, firm,
      corporation or entity by reason of such compliance.

     

    7. The
      escrow established hereby shall terminate upon the delivery by the Escrow Agent
      of all of the Escrowed Funds in accordance with this Agreement.

     

    8. The
      Escrowed Funds shall neither be held in an interest bearing account nor will
      interest be payable in connection therewith. 

     

    9. Notices.
      All
      notices, instructions and other communications given hereunder or in connection
      herewith shall be in writing. Any such notice, instruction or communication
      shall be sent either (i) by registered or certified mail, return receipt
      requested, postage prepaid, or (ii) via a reputable nationwide overnight
      courier service, in each case to the address set forth below. Any such notice,
      instruction or communication shall be deemed to have been delivered five
      business days after it is sent by registered or certified mail, return receipt
      requested, postage prepaid, or one business day after it is sent via a reputable
      nationwide overnight courier service.

     

    If
      to the
      Company:

    


    UFood
      Restaurant Group, Inc.

    255
      Washington Street, Suite 100

    Newton,
      MA 02458

    Attn:
      George Naddaff, Chief Executive Officer

    Facsimile:
      (617) 787-6010

    


    with
      a
      copy to (which shall not constitute notice hereunder):

    


    Robinson
      & Cole LLP

    695
      East
      Main Street

    Stamford,
      CT 06904

    Attn:
      Richard A. Krantz, Esq.

    Facsimile:
      (203) 462-7599

    


    If
      to the
      Escrow Agent:

    


    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    Attn:
      Adam S. Gottbetter, Esq.

    Facsimile:
      (212) 400-6901

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    Any
      party
      may give any notice, instruction or communication in connection with this
      Agreement using any other means (including personal delivery, telecopy or
      ordinary mail), but no such notice, instruction or communication shall be deemed
      to have been delivered unless and until it is actually received by the party
      to
      whom it was sent. Any party may change the address to which notices,
      instructions or communications are to be delivered by giving the other parties
      to this Agreement notice thereof in the manner set forth in this
      Section 9.

     

    10. General.

     

    (a) Governing
      Law; Assigns.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of New York without regard to conflict-of-law principles
      and
      shall be binding upon, and inure to the benefit of, the parties hereto and
      their
      respective successors and assigns.

     

    (b) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    (c) Entire
      Agreement.
      This
      Agreement constitutes the entire understanding and agreement of the parties
      with
      respect to the subject matter of this Agreement and supersedes all prior
      agreements or understandings, written or oral, between the parties with respect
      to the subject matter hereof.

     

    (d) Waivers.
      No
      waiver by any party hereto of any condition or of any breach of any provision
      of
      this Agreement shall be effective unless in writing. No waiver by any party
      of
      any such condition or breach, in any one instance, shall be deemed to be a
      further or continuing waiver of any such condition or breach or a waiver of
      any
      other condition or breach of any other provision contained herein.

     

    (e) Amendment.
      This
      Agreement may be amended only with the written consent of the Company and the
      Escrow Agent.

     

    (f) Consent
      to Jurisdiction and Service.
      The
      parties hereby absolutely and irrevocably consent and submit to the jurisdiction
      of the courts in the State of New York and of any federal court located in
      the
      State of New York in connection with any actions or proceedings brought against
      any party hereto by the Escrow Agent arising out of or relating to this
      Agreement. In any such action or proceeding, the parties hereby absolutely
      and
      irrevocably waive personal service of any summons, complaint, declaration or
      other process and hereby absolutely and irrevocably agree that the service
      thereof may be made by certified or registered first-class mail directed to
      such
      party, at their respective addresses in accordance with Section 9
      hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have duly executed this Escrow Agreement as of
      the
      day and year first above written.

    
      	 	 	 
	 	
              UFOOD
                RESTAURANT GROUP, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              George Naddaff
	 	
              

              Name: George
                Naddaff

              Title: Chief
                Executive Officer

            


    

     

    
      	 	 	 
	 	GOTTBETTER & PARTNERS,
              LLP
	 
 	 
 	 
 
	
            	By:  	/s/
              Adam
              Gottbetter
	 	
              

              Name: Adam
                S. Gottbetter

              Title: Partner

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Form
      of Instructions

    


    


    Mr.
      Adam
      S. Gottbetter

    Gottbetter
      & Partners, LLP

    488
      Madison Ave., 12th Floor

    New
      York,
      NY 10022-5718

    Phone:
      212-400-6900

    Facsimile:
      212-400-6901

    


    Re: UFood
      Restaurant Group, Inc.

    


    Dear
      Mr.
      Gottbetter:

    


    With
      respect to the Escrow Agreement by and between UFood Restaurant Group, Inc.
      and
      Gottbetter & Partners, LLP, as escrow agent, we hereby authorize the release
      of the Escrowed Funds to the following public and investor relations
      firms:

    

      
        	
                Name
                  of Firm

              	 	
                Amount

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

    

     

      	 	 	 
	 	UFOOD RESTAURANT GROUP,
              INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name: George
                Naddaff

              Title: Chief
                Executive Officer