Schedule
      Prepared in Accordance with Instruction 2 to Item 601 of Regulation
      S-K

    


    The
      Lock-Up Agreements, each dated December 14, 2007, entered into by the Company
      and the officers and directors of the Company (except the Lock-Up Agreement
      entered into by the Company and Marc Geman dated December 14, 2007 filed as
      Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed on December
      19, 2007) are substantially identical in all material respects to the
      Lock-Up Agreement filed below as Exhibit 10.5 to the Company’s Current Report on
      Form 8-K as filed on December 19, 2007 and incorporated herein by reference
      except as to the officer and director with whom the agreement is made, the
      position with the Company of such officer and director, the number of shares
      of
      common stock, and the number
      of
      shares of common stock underlying subject to warrants, options, debentures
      or
      other convertible securities. 

    


    
      	 	 	
               

            	
               

            	
                

            	
               

            	
               

            	
               

            
	
              OFFICER/DIRECTOR
                

            	
               

            	
              POSITION

            	
               

            	
              SHARES
                OF COMMON STOCK

            	
               

            	
              SHARES
                OF COMMON STOCK UNDERYLING SUBJECT TO WARRANTS, OPTIONS, DEBENTURES
                OR
                OTHER CONVERTIBLE SECURITIES

            	
               

            
	
              Anthony
                S. Walker

            	
               

            	
               

            	
              Director
                and Chief Operating Officer

            	
               

            	
               

            	
              6,185,712

            	
               

            	
               

            	
              300,000

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Kevin
                Morrison

            	
               

            	
               

            	
              Chief
                Culinary Officer

            	
               

            	
               

            	
              5,621,038

            	
               

            	
               

            	
              300,000

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Arnold
                Tinter

            	
               

            	
               

            	
              Chief
                Financial Officer

            	
               

            	
               

            	
              0

            	
               

            	
               

            	
              600,000

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Mark
                Maximovich

            	
               

            	
               

            	
              Vice
                President of Operations

            	
               

            	
               

            	
              0

            	
               

            	
               

            	
              150,000

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Ray
                BonAanno

            	
               

            	
               

            	
              Director

            	
               

            	
               

            	
              2,360,445

            	
               

            	
               

            	
              100,000

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Presley
                Reed

            	
               

            	
               

            	
              Director

            	
               

            	
               

            	
              2,690,986

            	
               

            	
               

            	
              100,000

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              L.
                Kelly Jones

            	
               

            	
               

            	
              Director

            	
               

            	
               

            	
              519,500

            	
               

            	
               

            	
              100,000

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    December
      14, 2007

    


    Each
      Purchaser referenced below:

    


    
      	 	
              Re:

            	
              Securities
                Purchase Agreement, dated as of December 14, 2007 (the “Purchase
                Agreement”),
                between Spicy Pickle Franchising, Inc., a Colorado corporation (the
                “Company”),
                and the purchasers signatory thereto (each, a “Purchaser”
                and, collectively, the “Purchasers”)

            


    

     

    Ladies
      and Gentlemen:

     

    Defined
      terms not otherwise defined in this letter agreement (the “Letter
      Agreement”)
      shall
      have the meanings set forth in the Purchase Agreement. Pursuant to Section
      2.2(a) of the Purchase Agreement and in satisfaction of a condition of the
      Company’s obligations under the Purchase Agreement, the undersigned irrevocably
      agrees with the Company that, from the date hereof until 60 calendar days after
      the Effective Date (such period, the “Restriction
      Period”),
      the
      undersigned will not offer, sell, contract to sell, hypothecate, pledge or
      otherwise dispose of (or enter into any transaction which is designed to, or
      might reasonably be expected to, result in the disposition (whether by actual
      disposition or effective economic disposition due to cash settlement or
      otherwise) by the undersigned or any Affiliate of the undersigned or any person
      in privity with the undersigned or any Affiliate of the undersigned), directly
      or indirectly, including the filing (or participation in the filing) of a
      registration statement with the Commission in respect of, or establish or
      increase a put equivalent position or liquidate or decrease a call equivalent
      position within the meaning of Section 16 of the Exchange Act with respect
      to,
      any shares of Common Stock or Common Stock Equivalents beneficially owned,
      held
      or hereafter acquired by the undersigned (the “Securities”);
      provided, however, that, with respect to any Securities acquired by the
      undersigned pursuant to the Purchase Agreement, the undersigned shall have
      the
      same rights as all other Purchasers.
      Beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Exchange
      Act. In order to enforce this covenant, the Company shall impose irrevocable
      stop-transfer instructions preventing the Transfer Agent from effecting any
      actions in violation of this Letter Agreement.

    


    The
      undersigned acknowledges that the execution, delivery and performance of this
      Letter Agreement is a material inducement to each Purchaser to complete the
      transactions contemplated by the Purchase Agreement and that each Purchaser
      (which shall be a third party beneficiary of this Letter Agreement) and the
      Company shall be entitled to specific performance of the undersigned’s
      obligations hereunder. The undersigned hereby represents that the undersigned
      has the power and authority to execute, deliver and perform this Letter
      Agreement, that the undersigned has received adequate consideration therefor
      and
      that the undersigned will indirectly benefit from the closing of the
      transactions contemplated by the Purchase Agreement. 

     

    This
      Letter Agreement may not be amended or otherwise modified in any respect without
      the written consent of each of the Company, each Purchaser and the undersigned.
      This Letter Agreement shall be construed and enforced in accordance with the
      laws of the State of New York without regard to the principles of conflict
      of
      laws. The undersigned hereby
      irrevocably submits to the exclusive jurisdiction of the United States District
      Court sitting in the Southern District of New York and the courts of the State
      of New York located in Manhattan, for the purposes of any suit, action or
      proceeding arising out of or relating to this Letter Agreement, and hereby
      waives, and agrees not to assert in any such suit, action or proceeding, any
      claim that (i) it is not personally subject to the jurisdiction of such court,
      (ii) the suit, action or proceeding is brought in an inconvenient forum, or
      (iii) the venue of the suit, action or proceeding is improper.
      The
      undersigned hereby irrevocably waives personal service of process and consents
      to process being served in any such suit, action or proceeding by receiving
      a
      copy thereof sent to the Company at the address in effect for notices to it
      under the Purchase Agreement and agrees that such service shall constitute
      good
      and sufficient service of process and notice thereof. The undersigned hereby
      waives any right to a trial by jury. Nothing contained herein shall be deemed
      to
      limit in any way any right to serve process in any manner permitted by law.
      The
      undersigned agrees and understands that this Letter Agreement does not intend
      to
      create any relationship between the undersigned and each Purchaser and that
      each
      Purchaser is not entitled to cast any votes on the matters herein contemplated
      and that no issuance or sale of the Securities is created or intended by virtue
      of this Letter Agreement.

    


    This
      Letter Agreement shall be binding on successors and assigns of the undersigned
      with respect to the Securities, and any such successor or assign shall enter
      into a similar agreement for the benefit of the Purchasers.

    


    ***
      SIGNATURE PAGE FOLLOWS***

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    This
      Letter Agreement may be executed in two or more counterparts, all of which
      when
      taken together may be considered one and the same agreement.

    


    


    _________________________

    Signature

     

    __________________________

    Print
      Name

     

    __________________________

    Position
      in Company

    


    Address
      for Notice:

    


    __________________________

     

    __________________________

    
__________________________

    Number
      of
      shares of Common Stock

    


    
      
        

      

    

    Number
      of
      shares of Common Stock underlying subject to warrants, options, debentures
      or
      other convertible securities

     

    By
      signing below, the Company agrees to enforce the restrictions on transfer set
      forth in this Letter Agreement.

    


    Spicy
      Pickle Franchising, Inc.   

    


    


    By:
      /s/ Marc
      Geman                       


    Name:
      Marc Geman

    Title:
      Chief Executive Officer