UFOOD
      RESTAURANT GROUP, INC.

    


    2007
      EQUITY INCENTIVE PLAN

    NON-QUALIFIED
      STOCK OPTION AGREEMENT


    


    Agreement
      made this ___ day of _______, ____ between UFood Restaurant Group, Inc., a
      Nevada corporation (hereinafter called the "Company") and __________
      (hereinafter called the "Grantee").

    


    WHEREAS,
      the UFood Restaurant Group, Inc. 2007 Equity Incentive Plan (the "Plan") was
      adopted, effective on August 17, 2007, and approved by the stockholders of
      the
      Company on such date; and

    


    WHEREAS,
      the Company desires to provide the Grantee, as an employee of the Company,
      with
      an opportunity to acquire or increase his or her proprietary interest in the
      business of the Company and, through stock ownership, to possess an increased
      personal interest in their continued success and progress.

    


    NOW,
      THEREFORE, in consideration of the promises, the mutual covenants hereinafter
      set forth, and other good and valuable consideration, the Company and the
      Grantee agree as follows:

    


    1. Award
      of Option.
      The
      Company hereby awards to the Grantee, as a matter of separate inducement and
      agreement, and not in lieu of salary or any other compensation for services,
      options to purchase an aggregate of _______shares of the Company's Common Stock
      pursuant to the Non-Qualified Stock Option provisions contained in Section
      6 of
      the Plan, on the terms and conditions hereinafter set forth, at the purchase
      price of $______ per share (such shares, number of shares and purchase price
      being subject to adjustment as provided in Section 5(b) of the Plan).


    


    2. Terms
      of Plan.
      The
      Plan, a copy of which is attached hereto as Exhibit
      A,
      is
      incorporated herein by reference and is made part of this Agreement as if fully
      set forth herein, and capitalized terms used herein without definition are
      used
      with the meanings given to them in the Plan. This Agreement is subject to,
      and
      the Company and the Grantee agree to be bound by, all of the terms and
      conditions of the Plan as the same exists at the time of this Agreement's
      execution. The Plan shall control in the event there is any express conflict
      between the Plan and the terms hereof, and on such matters that are not
      expressly covered in this Agreement. Subsequent amendments of the Plan shall
      not
      adversely affect the Grantee's rights under this Agreement.

    


    3. Vesting
      of Option.
      The
      Stock Options granted pursuant to this Agreement shall vest as follows:
      ____________ . 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Termination
      of Employment.
      If a
      Grantee terminates employment with the Company for reasons other than death,
      the
      term of any then outstanding vested Non-Qualified Stock Option held by the
      Grantee shall extend for a period ending one year after such Grantee’s
      termination of employment with the Company. 

    


    If
      a
      Grantee dies without having fully exercised any then outstanding vested
      Non-Qualified Stock Options, the representative of the Grantee's estate or
      beneficiaries thereof to whom the option has been transferred shall have the
      right to exercise such options in whole or in part during the period ending
      on
      the date on which such Non-Qualified Stock Option would otherwise expire. The
      number of shares of Stock in respect of which a Non-Qualified Stock Option
      may
      be exercised after a Grantee's death shall be the number of shares of Stock
      in
      respect of which such option could be exercised as of the Grantee's date of
      death.

    


    5. Manner
      of Exercise.
      Full
      payment for the shares purchased shall be made at the time of any exercise
      under
      this Agreement. The purchase price shall be payable to the Company either
      (i)
      in cash
      or by check, bank draft, postal or express money order, (ii)
      through
      the delivery of shares of Stock of the Company then owned by the Grantee having
      a Fair Market Value on the date of exercise equal to the full purchase price,
      (iii) through the proceeds of a loan from an independent broker-dealer whereby
      the loan is secured by the option or the Stock to be received upon exercise,
      or
      (iv)
      by a
      combination of the above; provided,
      however,
      that no
      fractional share shall be accepted by the Company in partial payment of the
      purchase price of any Stock but the value of any such fractional interest shall
      be paid to the Company in the manner specified in (i) above.

     

    Subject
      to the terms and conditions hereof, the Non-Qualified Stock Options shall be
      exercisable by notice to the Company on the form provided by the Company, a
      copy
      of which is attached hereto. In the event that the Non-Qualified Stock Options
      are being exercised by any person or persons other than the Grantee, the notice
      shall be accompanied by proof, satisfactory to the Company, of the right of
      such
      person or persons to exercise any right under this Agreement.

    


    6. Rights
      of Grantee.
      The
      grant of an option in any year shall not give such Grantee any right to similar
      grants in future years. Neither the Grantee nor any other person legally
      entitled to exercise any rights under this Agreement shall be entitled to any
      of
      the rights or privileges of a stockholder of the Company with respect to any
      shares which may be issuable upon any exercise pursuant to this Agreement,
      unless and until a certificate or certificates representing such shares shall
      have been actually issued and delivered to the Grantee or such
      person.

    


    7. Non-Transferability
      of Option.
      Except
      as otherwise provided herein, a Non-Qualified Stock Option and the rights and
      privileges conferred hereby may not be transferred, assigned, pledged or
      hypothecated in any way, other than by will or the laws of descent and
      distribution, and a Non-Qualified Stock Option shall be exercisable during
      the
      Grantee's lifetime only by the Grantee or his or her conservator.

     

    
      
        
        

      

      
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    8. Taxes
      and Withholding.
      All
      payments to a Grantee or to his or her legal representative shall be subject
      to
      any applicable tax, community property, or other statutes or regulations of
      the
      United States or of any state having jurisdiction thereof. The Grantee may
      be
      required to pay to the Company the amount of any withholding taxes which the
      Company is required to withhold with respect to a Non-Qualified Stock Option
      or
      its exercise. In the event that such payment is not made when due, the Company
      shall have the right to deduct, to the extent permitted by law, from any payment
      of any kind otherwise due to such person all or part of the amount required
      to
      be withheld.

    


    9. Notices.
      Each
      notice to the Company relating to this Agreement shall be in writing and
      delivered in person or by registered mail to the Company at its office, or
      such
      other address as the Company may specify in writing to the Grantee, to the
      attention of the Chief Financial Officer. All notices to the Grantee or other
      person or persons then entitled to exercise any right pursuant to this Agreement
      shall be delivered to the Grantee or such other person or persons at the
      Grantee's address specified below or at such other address as the Grantee or
      such other person may specify in writing to the Company by a notice delivered
      in
      accordance with this paragraph.

    


    10. Restriction
      on Shares.
      The
      Company's obligation to issue or deliver any certificate or certificates for
      shares of Stock under this option, and the transferability of shares acquired
      by
      the exercise of this option, shall be subject to all of the following
      conditions:

    


    
      	 	
              (a)

            	
              Any
                registration or other qualification of such shares under any provincial
                or
                other governmental law or regulation, or the maintaining in effect
                of any
                such registration or other qualification which the Company shall,
                in its
                absolute discretion upon the advice of counsel, deem necessary or
                advisable; and

            


    

    


    
      	 	
              (b)

            	
              The
                obtaining of any other consent, approval, or permit from any provincial
                or
                other governmental agency which the Company shall, in its absolute
                discretion upon the advice of counsel, determine to be necessary
                or
                advisable. 

            


    

    


    11. Miscellaneous.
      This
      Agreement and the Plan comprise the entire Agreement between the parties hereto.
      This Agreement may not be modified or terminated orally, and it shall be deemed
      to be a contract, subject to construction and enforcement in accordance with
      the
      laws of the State of Nevada.

    


    12. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon each successor
      of
      the Company, and to the extent specifically provided herein and in the Plan,
      inure to the benefit of and be binding upon the Grantee and the Grantee's heirs,
      legal representatives, and successors.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement is executed by the Grantee and by the Company
      through its duly authorized officer or officers as of the day and year first
      above written.

    
      	 	 	 
	 	UFOOD
              RESTAURANT
              GROUP, INC.
	 
 	 
 	 
 
	
            	By:  	 
	 	 	 
	 	
            
	 	
            
	 	Grantee
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	Social Security No.



      
        
          
          

        

        
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    LETTER
      OF
      STOCK OPTION EXERCISE

    


    Dated:
      _________________

    


    UFood
      Restaurant Group, Inc. 

    255
      Washington Street, Suite 100

    Newton,
      MA 02458

    


    Attention:
      Chief Financial Officer

    


    Ladies
      and Gentlemen:

    


    I
      wish to
      purchase the following shares of Common Stock pursuant to the option granted
      to
      me on _____________, ____ under the UFood Restaurant Group, Inc. 2007 Equity
      Incentive Plan:

    


    Non-Qualified
      Stock Option Shares: _______

     

    The
      purchase price for these shares is $________ per share. My check payable to
      UFood Restaurant Group, Inc. in the amount of $________ in payment of the
      purchase price is enclosed.* Please issue the stock certificate(s) for these
      shares in my name as follows:

    


    _______________________________________________________

    **Name

    ______________________________________________________

    


    _______________________________________________________

    Address

    


    _______________________________________________________

    Social
      Security Number

    


    Sincerely
      yours,

    


    _______________________________

    Signature

    


    _______________________________ 

    Office
      Telephone/Home Telephone

    


    
      	*	
              If
                stock is used in payment, please contact the Secretary’s Office at 255
                Washington Street, Suite 100, Newton, MA
                02458.

            


    

     

    
      	
              **

            	
              If
                you wish to have the shares issued in your name and that of another
                person
                jointly, we suggest that the following form be used: "(Your name)
                and
                (name of other person), as joint tenants with right of
                survivorship."

            


    


    
      
        
        

      

      
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    LETTER
      OF
      STOCK OPTION GRANT

    


    


    [Date]__________________,
      _________

    


    


    (Grantee)

    


    


    


    Dear

    


    I
      am
      pleased to confirm that you have been awarded a Non-Qualified Stock Option
      under
      the UFood Restaurant Group, Inc. 2007 Equity Incentive Plan. Enclosed are two
      copies of a Non-Qualified Stock Option Agreement, which have been signed by
      UFood Restaurant Group, Inc. Please sign both copies and return one to me in
      the
      enclosed envelope.

    


    Also
      enclosed are copies of the UFood Restaurant Group, Inc. 2007 Equity Incentive
      Plan and the form to be used upon exercise of any part of the
      options.

    


    The
      option covers common shares of UFood Restaurant Group, Inc. and becomes
      exercisable in installments over ___ years. In addition, the shares covered
      by
      this option have not been registered under applicable securities laws.
      Accordingly, under these laws, until such time as an effective registration
      statement is filed or an exemption becomes available with respect to these
      shares, there are prohibitions upon the exercise of this option and the later
      sale of any shares purchased under this option. These prohibitions stem from
      the
      securities laws and will be discussed with you at a later date.

    


    Meanwhile,
      we wish to forward the copies of the option agreement to you at this
      time.

    


    Sincerely,

    


    UFood
      Restaurant Group, Inc.

    


    


    By:______________________________

    Name:

    Its:

     

    
      
        
        

      

      
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