BRIDGE
      LOAN AGREEMENT 

     

    THIS
      BRIDGE LOAN AGREEMENT (this “Agreement”) is made this 24th day of
      September, 2007, by and among KnowFat Franchise Company, Inc., a Delaware
      corporation (“Borrower”), and UFood Franchise Company (f/k/a Axxent Media
      Corporation), a Nevada corporation (“Lender”). 

     

    W
      I T N E
      S S E T H: 

     

    WHEREAS,
      Lender and Borrower have agreed upon certain of the terms and conditions of
      a
      merger (the “Merger”) and related transactions (collectively, the
“Transactions”); 

     

    WHEREAS,
      simultaneously herewith Lender is engaged in an offering (the “Note Offering”)
      of its 9% Convertible Promissory Notes, which offering is being conducted
      pursuant to the exemption from registration provided by Rule 506 of Regulation
      D, Regulation S and/or Section 4(2) under the Securities Act of 1933, as amended
      (the “Securities Act”); and 

     

    WHEREAS,
      to provide Borrower with sufficient working capital to enable Borrower to
      fulfill its obligations under certain contractual agreements incident to its
      business while Lender and Borrower prepare the documentation necessary and
      appropriate to consummate the Transactions and obtain all necessary approvals
      from stockholders and third parties, Lender has agreed to utilize the net
      proceeds of the Note Offering to provide Borrower with a temporary loan in
      the
      principal amount equal to the gross proceeds of the Note Offering to meet
      working capital requirements agreed upon by Borrower and Lender; 

     

    NOW,
      THEREFORE, in consideration of the premises and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Borrower and Lender, intending to be legally bound, agree as follows:


     

    ARTICLE
      I – LOAN 

     

    1.1.
      Loan.
      Lender
      agrees, on the terms and conditions of this Agreement, to make loans to Borrower
      in the amount of up to Two Million Dollars ($2,000,000) (the “Loan”). Upon the
      execution and delivery of this Agreement, Lender shall disburse One Million
      Dollars ($1,000,000) of the Loan to Borrower. The aggregate Loan shall be
      equivalent to the gross proceeds of the Note Offering, without regard to the
      payment of any fees or expenses from such gross proceeds. 

     

    1.2.
      The
      Note.
      Borrower has authorized the issuance promissory notes (each, a “Note”) made in
      favor of Lender by Borrower, which shall be in the form set forth in
Exhibit
      A
      attached
      hereto. Each disbursement of the Loan shall bear interest at the rate of nine
      percent (9%) per annum, and shall be due and payable to the order of Lender
      120
      days after the date of such disbursement (the “Due Date”), unless such Due Date
      is extended by Lender and Borrower in writing; provided, however, that from
      and
      after an Event of Default, as defined in Article IV hereof, such interest rate
      shall increase to fifteen percent (15%) per annum. 

     

    1.3.
      Payments.
      Borrower will begin making consecutive monthly interest only payments on the
      Loan of accrued interest commencing thirty (30) days after the date of a
      disbursement and continuing through the Due Date, and Borrower shall repay
      the
      unpaid principal amount of the Loan on the Due Date, together with accrued
      and
      unpaid interest; provided, that upon the closing of the Merger, all amounts
      outstanding under the Loan shall be forgiven, and the Note shall be cancelled
      and deemed repaid in full. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.4.
      Conditions
      to Loan.
      Notwithstanding the foregoing, the obligation of Lender to disburse the Loan
      to
      Borrower is subject to the satisfaction of the following conditions, each of
      which may be waived by Lender: 

     

    (a)
      Borrower shall have obtained (and shall have provided copies thereof to Lender)
      all waivers, consents or approvals from third parties, and to give all notices
      to third parties, any the failure of which to obtain or to give notice would
      result in a conflict with, result in a breach of, constitute (with or without
      due notice or lapse of time or both) a default under, result in the acceleration
      of obligations under, create in any party the right to terminate, modify or
      cancel, or require any notice, consent or waiver under, any contract or
      instrument to which Borrower or any of its subsidiaries is a party or by which
      Borrower or any of its subsidiaries is bound or to which any of their assets
      is
      subject, except for any conflict, breach, default, acceleration, termination,
      modification or cancellation in any contract or instrument which would not
      have
      a Company Material Adverse Effect (as hereinafter defined) and would not
      adversely affect the consummation of the Loan or the other transactions
      contemplated hereby, including but not limited to the Merger. Without limiting
      the foregoing, Borrower shall have obtained all waivers, consents or approvals
      from (i) TD Banknorth, N.A., (ii) George Foreman Ventures, LLC and (iii) Alan
      Antokal in connection with the Loan, the Merger and the other transactions
      contemplated hereby. 

    (b)
      Borrower shall have received approval of the Merger by at least 95% of the
      votes
      of each class of outstanding capital stock of Borrower. 

    (c)
      Borrower shall have entered into employment agreements with Messrs. George
      Naddaff, Eric Spitz and such other key employees, to be agreed upon between
      Borrower and Lender, on terms satisfactory to Borrower, Lender and the
      respective employees. 

    


    ARTICLE
      II – REPRESENTATIONS AND WARRANTIES OF BORROWER 

     

    Borrower
      represents and warrants to Lender as follows: 

     

    2.1.
      Organization.
      Each of
      Borrower and its Subsidiaries, as defined below, is a corporation duly existing
      under the laws of its jurisdiction of incorporation and qualified and licensed
      to do business in any jurisdiction in which the conduct of its business or
      its
      ownership of property requires that it be so qualified, except where the failure
      to be so qualified would not have a material adverse effect on the business,
      operations, condition (financial or otherwise), property or prospects of
      Borrower or any Subsidiary (as defined below), or the ability of Borrower and
      any Subsidiary to carry out their respective obligations under the Loan
      Documents (as defined in Section 2.3 below) (a “Company Material Adverse
      Effect”). 

     

    2.2.
      Subsidiaries.
      Borrower’s only Subsidiaries are KFLG Watertown, Inc., KnowFat of Downtown
      Crossing, Inc., and KnowFat of Landmark Center, Inc. For purposes of this
      Agreement, a “Subsidiary” means any corporation, partnership, joint venture or
      other entity in which Borrower has, directly or indirectly, an equity interest
      representing 50% or more of the capital stock thereof or other equity interests
      therein. 

     

    2.3.
      Authorization.
      All
      corporate action on the part of Borrower (and its Subsidiaries, as applicable)
      and its officers, directors and stockholders necessary for the authorization,
      execution, delivery and performance of all obligations of Borrower under this
      Agreement, the Note and all other documents executed in connection with the
      Loan
      (collectively, the “Loan Documents”) to which any of them may be a party have
      been taken. This Agreement, the Note and the other Loan Documents, when executed
      and delivered by Borrower, shall constitute legal, valid and binding obligations
      of Borrower, enforceable against Borrower in accordance with their terms, except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium or similar laws affecting creditors’ rights and the enforcement of
      debtors’ obligations generally and by general principles of equity, regardless
      of whether enforcement is pursuant to a proceeding in equity or at law.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.4.
      Absence
      of Conflicts.
      The
      execution, delivery and performance of this Agreement and each of the other
      Loan
      Documents is not in conflict with nor does it constitute a breach of any
      provision contained in Borrower’s organizational documents, nor will it
      constitute an event of default under any material agreement to which Borrower
      is
      a party or by which Borrower is bound. 

     

    2.5.
      Consents
      and Approvals.
      Borrower has obtained all consents, approvals and authorizations of, made all
      declarations or filings with, and given all notices to, all governmental
      authorities and agencies that are necessary for the continued operation of
      Borrower’s business as currently conducted, or are required by law.


     

    2.6.
      Capitalization.
      The
      authorized and outstanding capital stock of Borrower is described on Schedule
      2.6 attached hereto. Except as set forth on Schedule 2.6 or as contemplated
      by
      the Transactions, there are no subscriptions, convertible securities, options,
      warrants or other rights (contingent or otherwise) currently outstanding to
      purchase any of the authorized but unissued capital stock of Borrower. Except
      as
      set forth in Schedule 2.6 or as contemplated by the Transactions, Borrower
      has
      no obligation to issue shares of its capital stock, or subscriptions,
      convertible securities, options, warrants, or other rights (contingent or
      otherwise) to purchase any shares of its capital stock or to distribute to
      holders of any of its equity securities, any evidence of indebtedness or asset.
      No shares of Borrower capital stock are subject to a right of withdrawal or
      a
      right of rescission under any applicable securities law. Except as set forth
      in
      Schedule 2.6, there are no outstanding or authorized stock appreciation, phantom
      stock or similar rights with respect to Borrower. To the Knowledge (as defined
      below) of Borrower, except as described in Schedule 2.6 or otherwise
      contemplated by this Agreement, there are no agreements to which Borrower is
      a
      party or by which it is bound with respect to the voting (including without
      limitation voting trusts or proxies), registration under any applicable
      securities laws, or sale or transfer (including without limitation agreements
      relating to pre-emptive rights, rights of first refusal, co-sale rights or
      “drag-along” rights) of any securities of Borrower. Except as provided in
      Schedule 2.6, to the Knowledge of Borrower, there are no agreements among other
      parties, to which Borrower is not a party and by which it is not bound, with
      respect to the voting (including without limitation voting trusts or proxies)
      or
      sale or transfer (including without limitation agreements relating to rights
      of
      first refusal, co-sale rights or “drag-along” rights) of any securities of
      Borrower. 

     

    2.7.
      Litigation.
      Except
      as disclosed on Schedule 2.7, there are no actions, suits, claims,
      investigations, arbitrations or other legal or administrative proceedings,
      to
      the Knowledge of Borrower, threatened against Borrower at law or in equity,
      and
      to Borrower’s Knowledge, there is no basis for any of the foregoing. Except as
      disclosed on Schedule 2.7, there are no unsatisfied judgments, penalties or
      awards against or affecting Borrower or its businesses, properties or assets.
      Except as disclosed on Schedule 2.7, Borrower is not in default, and no event
      has occurred which with the passage of time or giving of notice or both would
      constitute a default by Borrower with respect to any order, writ, injunction
      or
      decree known to or served upon Borrower of any court or of any foreign, federal,
      state, municipal or other governmental department, commission, board, bureau,
      agency or instrumentality, domestic or foreign. Except as disclosed on Schedule
      2.7, there is no action or suit by Borrower pending or threatened against
      others. Except as disclosed on Schedule 2.7, Borrower has complied with all
      laws, rules, regulations and orders applicable to its current business,
      operations, properties, assets, products and services the violation of which
      would have a Company Material Adverse Effect. There is no existing law, rule,
      regulation or order, and Borrower has no Knowledge of any proposed law, rule,
      regulation or order, whether foreign, federal or state, that would prohibit
      or
      materially restrict Borrower from, or otherwise materially adversely affect
      Borrower in, conducting its businesses in any jurisdiction in which it is now
      conducting business. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    As
      defined in this Agreement, “Knowledge” of Borrower means the actual knowledge by
      a director or officer of Borrower of a particular fact or circumstance or such
      knowledge as may reasonably be imputed to such person as a result of such
      person’s actual knowledge of other facts or circumstances as well as any other
      knowledge which such person would have possessed had such person made reasonable
      inquiry of appropriate employees and agents of Borrower with respect to the
      matter in question. 

     

    2.8.
      Absence
      of Certain Events.
      To
      Borrower’s Knowledge, there is no existing condition, event or series of events
      which reasonably would be expected to have a Company Material Adverse Effect.
      

     

    2.9.
      Title
      to Property and Assets.
      Borrower does not own any real property. Except as set forth on Schedule 2.9,
      Borrower has good and marketable title to all of its personal property and
      assets free and clear of any material restriction, mortgage, deed of trust,
      pledge, lien, security interest or other charge, claim or encumbrance which
      would have a Company Material Adverse Effect. Except as set forth on Schedule
      2.9, with respect to properties and assets it leases, Borrower is in material
      compliance with such leases and holds a valid leasehold interest free of any
      liens, claims or encumbrances which would have a Company Material Adverse
      Effect. 

     

    2.10.
      Governmental
      Permits.
      Borrower (including its Subsidiaries) holds all licenses, franchises, permits
      and other governmental authorizations which are required for the conduct of
      any
      aspect of Borrower’s business, as presently conducted and as presently
      contemplated to be conducted, including, but not limited to, all such business
      operations contemplated by, or incident to, the Transactions. All such licenses,
      franchises, permits and other governmental authorizations are valid and current,
      and Borrower has not received any notice that any governmental authority intends
      to cancel, terminate or not renew any such license, franchise, permit or other
      governmental authorization. Borrower has conducted and is conducting its
      business in material compliance with the requirements, standards, criteria
      and
      conditions set forth in such licenses, franchises, permits and other
      governmental authorizations, and all laws and regulations applicable thereto,
      and is not in violation of any of the foregoing. The consummation of the
      transactions contemplated hereunder will not alter or impair or require changes
      to any such license, franchise, permit or other governmental authorization.
      

     

    ARTICLE
      III – COVENANTS OF BORROWER 

     

    So
      long
      as the Note is outstanding, Borrower agrees that, unless Lender shall give
      its
      prior consent in writing: 

     

    3.1.
      Ordinary
      Course.
      Borrower shall carry on its business in the ordinary course substantially as
      conducted heretofore, and shall not engage in any transaction outside of the
      ordinary course of business. 

     

    3.2.
      Maintain
      Properties.
      Borrower shall maintain its properties and facilities in good working order
      and
      condition, reasonable wear and tear excepted. 

     

    3.3.
      Performance
      under Agreements.
      Borrower shall perform all of its material obligations under agreements relating
      to or affecting its assets, properties or rights. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.4.
      Cooperation
      with Lender.
      Borrower shall cooperate with Lender and shall use its reasonable best efforts
      to complete and sign the merger agreement contemplated by the Merger and shall
      use its reasonable best efforts to consummate the Transactions contemplated
      thereby. 

     

    3.5.
      Financial
      Statements.
      Borrower shall provide to Lender prior to the Due Date any such audited or
      unaudited financial statements as may be required under applicable U.S.
      Securities Exchange Commission (“SEC”) regulations for inclusion of such
      statements in Lender’s SEC and other regulatory filings upon and following the
      closing of the Merger. 

     

    3.6.
      Maintenance
      of Business Organization.
      Borrower shall maintain and preserve its business organization intact and use
      its reasonable best efforts to retain its present key employees and
      relationships with suppliers, customers and others having business relationships
      with Borrower. 

     

    3.7.
      Compliance
      with Permits.
      Borrower shall maintain material compliance with all permits, laws, rules and
      regulations, consent orders and all other orders of applicable courts,
      regulatory agencies, and similar governmental authorities. 

     

    3.8.
      Leases.
      Borrower shall maintain its present leases in accordance with their respective
      terms, and shall not enter into new or amended lease instruments. 

     

    3.9.
      Payments.
      Except
      with respect to fees due to attorneys, accountants, and investment bankers
      relating to the Transactions, including with respect to the Loan, Borrower
      shall
      not make any payment, or incur any obligation to make any payment in the
      ordinary course of business in excess of $25,000 without the prior written
      consent of Lender. Borrower shall use the proceeds from the Loan to meet the
      working capital requirements set forth on Exhibit
      B
      attached
      hereto. 

     

    3.10.
      Loan
      Documents.
      Borrower shall comply in all respects with the terms of the Loan Documents.
      

     

    3.11.
      Mergers.
      Except
      as contemplated by the Transactions, Borrower shall not merge or consolidate
      with or into any other corporation, or sell, assign, lease or otherwise dispose
      of or voluntarily part with the control (whether in one transaction or in a
      series of related transactions) of assets (whether now owned or hereafter
      acquired) having a fair market value of more than $25,000 at the time(s) of
      transfer, or sell, assign or otherwise dispose of (whether in one transaction
      or
      in a series of transactions) any of its accounts receivable (whether now in
      existence or hereafter created) at a discount or with recourse, to any person,
      except sales or other dispositions of assets in the ordinary course of business.
      

     

    3.12.
      Charter
      Documents.
      Borrower shall not make any amendment to its Certificate of Incorporation or
      its
      By-Laws. 

     

    3.13.
      Senior
      or Pari Passu Indebtedness.
      Borrower shall not incur, create, assume, guaranty or permit to exist any
      indebtedness in an amount equal to or greater than $100,000 that ranks senior
      in
      priority to, or pari passu with, the obligations under the Note and the other
      Loan Documents, except for indebtedness existing or contemplated on the date
      hereof and set forth in Schedule 3.13 attached hereto. The aggregate outstanding
      trade debt of Borrower and its subsidiaries as of June 30, 2007 was $563,182.
      

     

    
      3.14.
        Liens.
        Borrower shall not create, incur, assume or permit to exist any lien on any
        property or assets (including stock or other securities of Borrower or any
        of
        its Subsidiaries) now owned or hereafter acquired by it or on any income
        or
        revenues or rights in respect of any thereof, except: 

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)
      liens
      on property or assets of Borrower and its Subsidiaries existing on the date
      hereof and set forth in Schedule 3.14 attached hereto, provided that such liens
      shall secure only those obligations
      which
      they secure on the date hereof; 

    (b)
      any
      lien created under the Loan Documents; 

    (c)
      any
      lien existing on any property or asset prior to the acquisition thereof by
      Borrower or any of its Subsidiaries, provided that 

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

    1
      such
      lien does not apply to any other property or assets of Borrower or any of its
      Subsidiaries; 

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

    (e)
      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; 

    (f)
      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; 

    (g)
      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; 

    (h)
      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 Borrower or any of its Subsidiaries; 

    (i)
      purchase money security interests in real property, improvements thereto or
      equipment hereafter acquired (or, in the case of improvements, constructed)
      by
      Borrower or any of its subsidiaries, provided that 

    5
      such
      security interests secure indebtedness permitted by this Agreement,


    5
      such
      security interests are incurred, and the indebtedness secured thereby is
      created, within 90 days after such acquisition (or construction), 

    5
      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 

    5
      such
      security interests do not apply to any other property or assets of Borrower
      or
      any of its Subsidiaries; 

    (j)
      liens
      arising out of judgments or awards (other than any judgment that constitutes
      an
      Event of Default hereunder) in respect of which Borrower or any of its
      Subsidiaries 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 Borrower
      shall
      have set aside on its books adequate reserves with respect to such judgment
      or
      award; and 

    (k)
      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. 

    


    3.15.
      Dividends
      and Distributions.
      In the
      case of Borrower or any of its Subsidiaries, not 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 (or permit any
      Subsidiary to purchase or acquire) any shares of any class of its capital stock
      or set aside any amount for any such purpose; provided, however, that Borrower
      or any of its Subsidiaries may: 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

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

    


    3.16.
      Subsidiary
      Dividends.
      Borrower shall not permit its Subsidiaries to, directly or indirectly, create
      or
      otherwise cause or suffer to exist or become effective any encumbrance or
      restriction on the ability of any such Subsidiary to: 

     

    (a)
      pay
      any dividends or make any other distributions on its capital stock or any other
      interest or 

     

    (b)
      make
      or repay any loans or advances to Borrower. 

     

    3.17.
      Limitation
      on Certain Payments and Prepayments.
      Borrower shall not: 

     

    (a)
      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; or 

    (b)
      optionally prepay, repurchase or redeem or otherwise defease or segregate funds
      with respect to any indebtedness of Borrower or any of its Subsidiaries, other
      than for senior indebtedness existing on the date hereof and set forth in
      Schedule 3.17 attached hereto, or indebtedness under the Loan Documents.


    


    Within
      three (3) business days following Borrower’s request for a waiver of any
      provision of this Article III, Lender shall provide Borrower with their response
      to such request. 

     

    ARTICLE
      IV – DEFAULTS AND REMEDIES 

     

    4.1.
      An
“Event of Default” occurs if: 

     

    (a)
      Borrower defaults in the payment of any principal or interest of the Note when
      the same shall become due, either by the terms thereof or otherwise as herein
      provided; or 

    (b)
      Borrower defaults, in whole or in part, in the performance or observance of
      any
      other material agreement, term or condition contained in the Note or the other
      Loan Documents, and such breach shall not have been cured within ten (10) days
      after receipt of written notice thereof; or 

    (c)
      Borrower shall default in the payment of any principal of, or premium, if any,
      or interest on, any other indebtedness in excess of $25,000 or obligation with
      respect to borrowed money after expiration of any grace or cure period or shall
      default in the performance of any material term of any instrument evidencing
      such indebtedness or of any mortgage, indenture or agreement relating thereto
      after expiration of any grace or cure period, and the effect of such default
      is
      to cause or to permit the holder or holders of such obligation to cause, such
      indebtedness or obligation to become due and payable prior to its stated
      maturity; or 

    (d)
      the
      Merger shall not have closed by the Due Date; or 

    (e)
      Borrower pursuant to or within the meaning of any Bankruptcy Law (as defined
      below): 

    (i)
      commences a voluntary case, 

    (ii)
      consents to the entry of an order for relief against it in an involuntary case,
      

    (iii)
      consents to the appointment of a Custodian (as defined below) of it or for
      all
      or substantially all of its property, 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)
      makes a general assignment for the benefit of its creditors, or 

    (v)
      is
      the debtor in an involuntary case which is not dismissed within thirty


    (30)
      days
      of the commencement thereof, or 

    (f)
      a
      court of competent jurisdiction enters an order or decree under any Bankruptcy
      Law that: 

    (i)
      provides for relief against Borrower in an involuntary case, 

    (ii)
      appoints a Custodian of Borrower for all or substantially all of its property,
      or 

    (iii)
      orders the liquidation of Borrower, 

    (g)
      a
      final judgment for the payment of money in an amount in excess of $25,000 shall
      be rendered against Borrower (other than any judgment as to which a reputable
      insurance company shall have accepted full liability in writing) and shall
      remain undischarged for a period (during which execution shall not be
      effectively stayed) of 20 days after the date on which the right to appeal
      has
      expired; or 

    (h)
      an
      event shall occur or there exist facts or circumstances which create or result
      in a Company Material Adverse Effect; 

    


    then
      and
      in any such case (x) upon the occurrence of any Event of Default described
      in
      paragraphs (e) or (f), the unpaid principal amount of and accrued interest
      on
      the Notes shall automatically become due and payable, without presentment,
      demand, protest or notice of any kind, all of which are hereby waived by
      Borrower, and (y) upon the occurrence of any other Event of Default, in addition
      to any other rights, powers and remedies permitted by law or in equity, Lender
      may, at its option, by notice in writing to Borrower, declare the Notes to
      be,
      and the Notes shall thereupon be and become, immediately due and payable,
      together with interest accrued thereon and all other sums due hereunder, without
      presentment, demand, protest or other notice of any kind, all of which are
      waived by Borrower. 

     

    Upon
      the
      occurrence of any Event of Default, the holder of the Notes may proceed to
      protect and enforce its rights by an action at law, suit in equity or other
      appropriate proceeding, whether for the specific performance of any agreement
      contained herein or in the Notes held by it, for an injunction against a
      violation of any of the terms hereof or thereof, or for the pursuit of any
      other
      remedy which it may have by virtue of this Agreement or pursuant to applicable
      law. Borrower shall pay to the holder of the Notes upon demand the reasonable
      costs and expenses of collection and of any other actions referred to in this
      Article, including without limitation reasonable attorneys’ fees, expenses and
      disbursements. 

     

    No
      course
      of dealing and no delay on the part of the holder of the Notes in exercising
      any
      of its rights shall operate as a waiver thereof or otherwise prejudice the
      rights of such holders, nor shall any single or partial exercise of any right,
      power or remedy preclude any other or further exercise thereof or the exercise
      of any other right, power or remedy hereunder. No right, power or remedy
      conferred hereby or by the Notes on the holder thereof shall be exclusive of
      any
      other right, power or remedy referred to herein or therein or now or hereafter
      available at law, in equity, by statute or otherwise. 

     

    4.2.
      For
      purposes of this Article, the following definitions shall apply: 

     

    “Bankruptcy
      Law” means Title 11, U.S. Code or any similar federal or state law for the
      relief of debtors, or equivalent law of a non-U.S. jurisdiction. 

     

    “Custodian”
      means any receiver, trustee, assignee, liquidator or similar official under
      any
      Bankruptcy Law. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      V
– NOTICES

     

    All
      notices, requests and demands shall be given to or made upon the respective
      parties hereto in writing, at such address as may be designated by it in a
      written notice to the other party. All notices, requests, consents and demands
      hereunder shall be effective when duly deposited in the mails (by overnight
      delivery by a nationally-recognized overnight courier service or by United
      States registered or certified mail, postage prepaid, return receipt requested)
      with a copy via facsimile. Unless the parties designate otherwise, notices
      should be addressed as follows: 

     

    If
      to
      Borrower: 

     

    KnowFat
      Franchise Company, Inc. 

    255
      Washington Street, Suite 100 

    Newton,
      MA 02458 

    Attn:
      Eric Spitz, President and Co-Chief Executive Officer 

    Facsimile:
      (617) 787-6010 

     

    with
      a
      copy to: 

     

    Robinson
      & Cole LLP 695 East Main Street Stamford, CT 06904 Attn: Richard A. Krantz,
      Esq. Facsimile: (203) 462-7599 

     

    If
      to
      Lender: 

     

    UFood
      Franchise Company 

    12665-54th
      Avenue 

    Surrey,
      British Columbia V3X 3C1 Canada 

    Attn:
      Brent Hahn, President and Chief Executive Officer with a copy to: 

     

    Gottbetter
      & Partners, LLP 

    488
      Madison Avenue, 12th
      Floor
      New York, NY 10022 Attn: Adam S. Gottbetter, Esq. Facsimile: (212) 400-6901
      

     

    ARTICLE
      VI – MISCELLANEOUS 

     

    6.1.
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to conflicts of laws principles thereof.
      

     

    6.2.
      Amendment.
      This
      Agreement may be amended, modified or terminated only by an instrument in
      writing signed by all parties. 

     

    6.3.
      No
      Assignment.
      Neither
      this Agreement nor any right or obligation provided for herein may be assigned
      by any party without the prior written consent of the other parties.


     

    6.4.
      Successors.
      The
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of, and be enforceable by, the respective successors and assigns of
      the
      parties hereto. 

     

    6.5.
      Counterparts.
      This
      Agreement may be executed in any number of counterparts, with the same effect
      as
      if all parties had signed the same document. All such counterparts shall be
      deemed an original, shall be construed together and shall constitute one and
      the
      same instrument. This Agreement may be executed by facsimile signature.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.6.
      Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rule of strict construction
      shall
      be applied against any party. 

     

    6.8.
      Headings.
      The
      section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this Agreement.
      

     

    6.8.
      Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to limit the term or provision, to delete
      specific words or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified. 

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Bridge Loan Agreement
      to

    be
      duly
      executed as of the day and year first above written. 

    

      
        	
                LENDER:
                  

              
	 
	
                UFOOD
                  FRANCHISE COMPANY 

              
	 
	 
	
                By:
                  Name: Brent Hahn Title: Chief Executive Officer 

              
	 
	
                BORROWER:
                  

              
	 
	
                KNOWFAT
                  FRANCHISE COMPANY, INC. 

              
	 
	 
	
                By:
                  Name: George Naddaff Title: Chairman and Co-Chief Executive Officer
                  

              
	 
	
                By:
                  Name: Eric Spitz Title: President and Co-Chief Executive Officer
                  

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

     

    Promissory
      Note 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B 

     

    Use
      of
      Proceeds 

     

    
      	1	
              Open
                company-owned store at Logan Airport


            


    

    
      	2	
              Sales
                and marketing expenses related to new franchisees
                

            


    

    
      	3	
              Convert
                existing KnowFat company-owned stores to UFood


            


    

    
      	4	
              Assist
                Sacramento franchisee with opening of new location
                

            


    

    
      	5	
              General
                corporate purposes 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULES
      

     

    [Borrower
      to prepare and attach the various Schedules called for by Articles II and III
      of
      this Agreement]